UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No.                )

 

 

Filed by the registrant  ☒                               Filed by a Party other than the registrant  ☐

Check the appropriate box:

 

☒		Preliminary proxy statement
☐		Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☐		Definitive proxy statement
☐		Definitive additional materials
☐		Soliciting material pursuant to Rule 14a-12

 

 

RYAN SPECIALTY GROUP HOLDINGS, INC.

(Name of Registrant as Specified in Its Charter)

 

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

☒		No fee required.
☐		Fee paid previously with preliminary materials.
☐		Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

 

 

 

April 26, 2022

Dear Fellow stockholders,

 

I am pleased to provide you with Ryan Specialty’s 2022 Proxy Statement, which is our first as a publicly traded company. After more than 60 years in the insurance business, I remain captivated by this incredible industry that is part of the fabric of all of our lives. Specialty insurance, in particular, provides boundless opportunity for creativity and entrepreneurism while playing a critical role in facilitating global commerce.

2021 was a banner year for Ryan Specialty. We again demonstrated why Ryan Specialty is the preeminent specialty insurance intermediary and a destination of choice for the industry’s top talent. To highlight a few of our many accomplishments, we completed a highly successful initial public offering, completed all significant aspects of the integration of All Risks and made great progress on strengthening the depth and breadth of our services and product offerings. This success is a testament to our winning culture, differentiated distribution platform, depth of talent, and the tireless efforts of our entire team to execute for our clients and trading partners. Our strong results this past year position us well for sustained and profitable growth in 2022 and beyond.

All three of our specialties and their teams performed remarkably well during 2021.

We continued to generate impressive growth in our Wholesale Brokerage specialty, driven by strength across all Property, Casualty and Professional Liability lines of business.

Our Binding Authority specialty also generated impressive growth, and we are very excited about the opportunity for further expansion. We have diligently built a scaled Binding Authority operation complete with broad distribution, underwriting expertise, and carrier capacity. This platform positions us well to take a leading position in the consolidation of the highly fragmented delegated authority market, facilitating our goal of building the industry’s first truly 50-state binding authority operation.

Furthermore, our Underwriting Management specialty completed a strong 2021. We see multiple growth avenues ahead and are prepared to invest in this specialty in 2022 and beyond to take advantage of these opportunities, especially through de novo formations.

In addition to the organic growth of our specialties, our M&A pipeline remains robust with potential opportunities across our business. As we have said often, we believe today’s acquisition is tomorrow’s organic growth, and we remain highly focused on strategic acquisitions that are a cultural fit and align with our economic and operational goals.

Toward the end of 2021, we completed two highly complementary acquisitions – Crouse & Associates and Keystone Risk Partners – that exemplify our disciplined approach to M&A. Crouse’s expertise in transportation and Keystone’s alternative risk capabilities considerably boost our strength and geographic footprint in those arenas. As we have always done, we remain disciplined and opportunistic in our search for potential acquisition partners that are aligned with our goals, culture, values, and expectations for organic growth.

This past year also further validated the scalability of our platform. By continuing to make investments in people and infrastructure ahead of growth, we believe we will continue to have the opportunity to realize margin expansion over the long term.

Select Achievements for 2021

 

•

We successfully completed our initial public offering.

 

•

Total reported revenue increased $414.5 million, or 40.7%, to $1.4 billion from $1.0 billion in 2020 driven by the inclusion of All Risks and exemplary organic growth.

 

•

Wholesale Brokerage revenue grew $258.9 million, or 38.5%, to $932.0 million, from $673.1 million in 2020.

 

•

Binding Authority revenue increased $64.8 million, or 44.7%, to $209.6 million, compared to $144.8 million in the prior year.

 

•

Underwriting Management revenue increased $91.8 million, or 46.2%, to $290.6 million, compared to $198.8 million in 2020.

We ended 2021 in the strongest position in our history and believe that we are well positioned to capitalize on the opportunities presented in 2022 and beyond. Ryan Specialty remains the destination of choice for top talent, as evidenced by our 97% producer retention, and we intend to significantly enhance the strength and depth of our bench this year, including onboarding the largest number of experienced broker hires in our history, and a record matriculation in our new graduate program – Ryan Specialty University.

As we enter 2022, the Excess and Surplus (E&S) insurance market continues to expand faster than the Admitted market. Pricing remains robust and, more significantly, we continue to see strong tailwinds from increased flow into the E&S distribution channel as the world becomes increasingly riskier and more complex. As we’ve highlighted in the past, our business and our operating model are built to outperform in any environment, and we are well positioned to capitalize on the increased need and demand for specialty insurance solutions.

Looking ahead, Ryan Specialty continues to deliver on our promise to enhance diversity within our firm and throughout the insurance industry. We remain committed to building and sustaining a diverse workforce reflective of society where differences are considered corporate assets, as bringing together varied backgrounds and perspectives better serves our clients, trading partners and communities. We formed a Diversity, Equity, and Inclusion Council, collaborated with several educational institutions, nonprofit and community organizations to support and develop a diverse talent pipeline and have engaged a Diversity, Equity & Inclusion consultant to further our progress. I invite you to read more about these very important efforts in our 2022 Proxy Statement.

I remain extremely proud of the unique culture we have built at Ryan Specialty – one of empowerment, innovation, integrity, and inclusion – which is paramount to our long-term continued success. Finally, I want to acknowledge the dedicated support of our exceptional team members, trading partners and clients; it is because of them that this magnificent journey is possible.

The future is bright for Ryan Specialty, and I hope that you share in my excitement about where we are headed as our story continues to be written.

Respectfully yours,

 

Patrick G. Ryan

Founder, Chairman & CEO

NOTICE OF 2022 ANNUAL MEETING

OF STOCKHOLDERS AND PROXY STATEMENT

 

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Ryan Specialty Group Holdings, Inc. (the “Company”) on:

 

		DATE:		Tuesday, June 7, 2022.
		TIME:		12:00 p.m. Eastern Time.
		PLACE:		The meeting will be a virtual-only meeting, conducted exclusively via webcast at www.proxydocs.com/RYAN. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. Stockholders will be able to attend, vote, and submit questions (both before, and during a portion of the meeting) virtually.
		RECORD DATE:		April 11, 2022 (“Record Date”).
WHO CAN VOTE:				Stockholders of record on the Record Date.
WHO CAN ATTEND:				All stockholders are invited to attend the virtual Annual Meeting. To attend the meeting at www.proxydocs.com/RYAN, you must enter the control number on your Notice of Internet Availability of Proxy Materials, Proxy Card or voting instruction form. The virtual meeting room will open at 11:45 a.m. Eastern Time.
DATE OF MAILING:				A Notice of how to access the Proxy Statement and 2021 Annual Report to Stockholders, and form of proxy are first being sent to stockholders on or about April [26], 2022.

Continuing our goal to protect our stockholders, directors and colleagues during the COVID-19 pandemic, please note that there is no in-person annual meeting for you to attend. Stockholders will be able to listen, vote and submit questions from any remote location with Internet connectivity. Information on how to participate in the virtual Annual Meeting begins on page 4 of this Proxy Statement.

Items of Business to be Conducted:

 

YOUR VOTE IS VERY IMPORTANT

If you were a stockholder at the close of business on the Record Date (i.e., April 11, 2022), you are eligible to vote at this year’s Annual Meeting. Regardless of whether you plan to attend the virtual Annual Meeting, your vote is very important. We urge you to participate in the election of our directors and in deciding the other items on the agenda for the Annual Meeting.

In light of the ongoing COVID-19 pandemic, stockholders are strongly encouraged to vote their shares by proxy in advance of the Annual Meeting. Stockholders who wish to attend the Annual Meeting virtually may do so via webcast at www.proxydocs.com/RYAN, as further described on page 4 of the Proxy Statement. Please note that attending the Annual Meeting virtually will not necessarily allow you to vote at the Annual Meeting. Accordingly, we strongly advise you to vote in advance by one of the methods described on page 5 of the Proxy Statement.

All holders of Class A common stock, $0.001 par value per share, and Class B common stock, $0.001 par value per share, at the close of business on the Record Date can vote. A stockholder of record entitled to attend and vote at the Annual Meeting may appoint one or more proxies to attend, speak and vote on their behalf by any of the procedures set out on page 5 of the Proxy Statement. A proxy holder need not be a stockholder of record.

We will provide access to our proxy materials via the Internet at www.proxydocs.com/RYAN rather than in hard copy. We will mail a notice containing instructions on how to access this Proxy Statement and our Annual Report on or about April [26], 2022 to all stockholders entitled to vote at the Annual Meeting. Stockholders who prefer a paper copy of the proxy materials may request one on or before May 30, 2022 by following the instructions provided in the notice we will send.

Only stockholders that owned Class A common stock or Class B common stock at the close of business on the Record Date are entitled to notice. A list of our stockholders of record will be available at our principal executive offices, Two Prudential Plaza, 180 North Stetson Ave., Suite 4600, Chicago, Illinois 60601 for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to June 7, 2022 and will be available online during the Annual Meeting. Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on the Proxy Card. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend online.

Our Board recommends that you vote:

 

Proposals		Board Recommendation		Page Reference
1. Election of four Class I Directors		FOR each nominee		16
2. Ratification of Deloitte & Touche LLP as our independent registered public accounting firm		FOR		26
3. Advisory (non-binding) vote to approve executive compensation		FOR		29
4. Advisory (non-binding) vote to approve the frequency of future (non-binding) advisory votes on executive compensation		ONE YEAR		48
5. Advisory (non-binding) vote to retain the supermajority voting standards set forth in the Company’s Amended and Restated Certificate of Incorporation Charter and Restated Bylaws		FOR		49
6. Advisory (non-binding) vote to retain the classified structure of the Board		FOR		52

By Order of the Board of Directors,

 

Mark S. Katz

Corporate Secretary

Chicago, Illinois

April [26], 2022

TABLE OF CONTENTS

 

Important Notice					1
		Proxy Materials for Stockholder Meeting			1
Questions and Answers					2
		Proxy Material and Voting			2
Board of Directors					8
		Corporate Governance			8
Proposal No. 1					16
		Election of Directors			16
		Director Compensation			22
		Executive Officers			24
Proposal No. 2					26
		Ratification of Appointment of Independent Registered Public Accounting Firm			26
		Audit Committee Report			28
Proposal No. 3					29
		Advisory (Non-Binding) Vote on Named Executive Officer Compensation			29
		Executive Compensation: Compensation Discussion and Analysis			30
		Executive Compensation: Compensation Tables and Disclosure			39
Proposal No. 4					48
		Advisory (Non-Binding) Vote on the Frequency of future votes on Named Executive Officer Compensation			48
Proposal No. 5					49
		Advisory (Non-Binding) vote to retain the supermajority voting standards set forth in our charter and bylaws			49
Proposal No. 6					52
		Advisory (Non-Binding) vote to retain the classified structure of our Board			52
Security Ownership					55
		Certain Beneficial Owners and Management			55
Certain Relationships					58
		Related Party Transactions			58
Other Matters					65
		Incorporation By Reference			65
		Proposals of Stockholders and Communications with our Board			65
		Availability of SEC Filings			65
		Where to find Additional Information			66
		Cost of Proxy Solicitation			66

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING

The Board of Directors (the “Board”) of Ryan Specialty Group Holdings, Inc. is soliciting your proxy to vote at our 2022 Annual Meeting of Stockholders to be held on June 7, 2022, at 12:00 p.m. Eastern Time in a virtual-only meeting online at www.proxydocs.com/RYAN, and any adjournment or postponement of that meeting (the “Annual Meeting”). This Proxy Statement is dated as of April [26], 2022. As used in this Proxy Statement henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms the “Company,” the “Registrant,” “Ryan Specialty,” “we,” “us” and “our” refer to Ryan Specialty Group Holdings, Inc., a Delaware corporation.

In addition to solicitations by mail, our directors, officers and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names as of the Record Date, and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record as of April 11, 2022 (the “Record Date”), while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Materials, or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail or e-mail may be found in the Notice of Internet Availability of Materials and on the website referred to in the Notice of Internet Availability of Materials, including an option to request paper copies on an ongoing basis. We are making this Proxy Statement available on the Internet on or about April [26], 2022 and are mailing the Notice of Internet Availability of Materials to all stockholders entitled to vote at the Annual Meeting on or about April [26], 2022. We intend to mail or e-mail this Proxy Statement, together with a Proxy Card, to those stockholders entitled to vote at the Annual Meeting who have properly requested copies of such materials by mail or e-mail, within three business days of such request.

The Company has two classes of voting securities, Class A common stock, $0.01 par value per share (“Class A common stock”), and Class B common stock, $0.01 par value per share (“Class B common stock,” and, collectively, the “common stock”). Holders of Class A common stock are entitled to one vote per share on all matters submitted to a vote of the Company’s stockholders and the holders of Class B common stock are entitled to ten votes per share on all matters submitted to a vote of the Company’s stockholders. As of the Record Date, there were 259,148,398 shares of common stock outstanding consisting of 110,275,625 shares of Class A common stock and 148,872,773 shares of class B common stock. We need the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote, present virtually or represented by proxy, to hold the Annual Meeting.

The Company’s Annual Report, which contains financial statements for fiscal year 2021 (the “Annual Report”), accompanies this Proxy Statement. Stockholders that receive the Notice of Internet Availability of Materials can access this Proxy Statement and the Annual Report at the website referred to in the Notice of Internet Availability of Materials. The Annual Report and this Proxy Statement are also available on the “SEC Filings” section of our investor relations website at https//ir.ryansg.com and at the website of the Securities and Exchange Commission (the “SEC”) at www.sec.gov. Please note that the information on our website is not part of this Proxy Statement. You also may obtain a copy of Ryan Specialty’s Proxy Statement and Annual Report, without charge, by writing to our Investor Relations department at ir@ryansg.com.

 

					2022 Proxy Statement  1

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Q: Why did I receive these materials?

The Board of Ryan Specialty is soliciting your proxy to vote at our Annual Meeting (or at any postponement or adjournment of the meeting). Stockholders who own shares of our common stock as of the Record Date are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they provide important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Ryan Specialty.

Notice of Electronic Availability of Proxy Statement and Annual Report.    As permitted by SEC rules, we are making this Proxy Statement and our Annual Report available to our stockholders electronically via the Internet. The notice of electronic availability contains instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received a notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice instructs you on how to access and review all of the important information contained in this Proxy Statement and Annual Report. The notice also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained in the notice.

Householding. The SEC’s rules permit us to print an individual’s multiple accounts on a single notice or set of Annual Meeting materials. To take advantage of this opportunity, we have summarized on one notice or set of Annual Meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or Annual Meeting materials, as requested, to any stockholder to which a single copy of those documents was delivered. If you prefer to receive separate copies of the notice or Annual Meeting materials, contact our Investor Relations department at ir@RyanSG.com. A number of brokerage firms have instituted householding. They will have their own procedures for stockholders who wish to receive individual copies of the proxy materials.

Q: Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 259,148,398 shares of common stock outstanding consisting of 110,275,625 shares of Class A common stock and 148,872,773 shares of Class B common stock.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares were registered directly in your name with the transfer agent for our common stock, American Stock Transfer & Trust Company, LLC (“AST”), then you are a stockholder of record. As a stockholder of record, you may: vote virtually at the Annual Meeting; vote by proxy on the Internet or by telephone; or vote by signing and returning a Proxy Card, if you request and receive one. Regardless of whether you plan to attend the virtual Annual Meeting, to ensure your vote is counted, we urge you to vote by proxy on the Internet as instructed in the Notice of Internet Availability of Materials, by telephone as instructed on the website referred to in the Notice of Internet Availability of Materials, or (if you request and receive a Proxy Card by mail or e-mail) by signing, dating and returning the Proxy Card sent to you or by following the instructions on such Proxy Card to vote on the Internet or by telephone.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the virtual Annual Meeting, unless you request and obtain a legal proxy from your broker or other agent who is the record holder of the shares, authorizing you to vote at the Annual Meeting.

 

					2022 Proxy Statement  2

Q: What am I being asked to vote on?

You are being asked to vote on six proposals:

Proposal No. 1: the election of four Class I directors to hold office until the 2025 annual meeting of stockholders and until their successors are duly elected and qualified;

Proposal No. 2: the ratification of the selection, by the Audit Committee of our Board, of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2022;

Proposal No. 3: the non-binding advisory approval of the compensation of our named executive officers;

Proposal No. 4: the non-binding advisory approval on the frequency of holding a stockholder vote on the compensation of our named executive officers every one, two or three years;

Proposal No. 5: the non-binding advisory approval to retain the supermajority voting requirements set forth in the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) and the Amended and Restated Bylaws (“Bylaws”); and

Proposal No. 6: the non-binding advisory approval to retain the classified structure of the Board.

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

Q: How does the Board recommend I vote on the Proposals?

The Board recommends that you vote:

 

•

FOR each of the four director nominees;

 

•

FOR ratification of Deloitte & Touche LLP as our independent registered public accounting firm;

 

•

FOR the non-binding advisory approval of the compensation of our named executive officers;

 

•

FOR every ONE YEAR as the frequency of future non-binding advisory votes to approve the compensation of our named executive officers;

 

•

FOR the non-binding advisory approval to retain the supermajority voting standards set forth in the Certificate and Bylaws; and

 

•

FOR the non-binding advisory approval to retain the classified structure of the Board.

Q: Who can attend the Annual Meeting?

The Annual Meeting is being held as a virtual only meeting this year. If you are a stockholder of record as of the Record Date, you may attend, vote and ask questions virtually at the meeting by logging in at www.proxydocs.com/RYAN and providing your control number. This number is included in the notice or on your Proxy Card.

If you are a stockholder holding your shares in “street name” as of the Record Date, you may gain access to the meeting by following the instructions in the voting instruction card provided by your broker, bank or other nominee. You may not vote your shares via the Internet at the Annual Meeting unless you receive a valid proxy from your brokerage firm, bank, broker-dealer or other nominee holder. If you were not a stockholder as of the Record Date, you may still listen to the Annual Meeting, but will not be able to ask questions or vote at the meeting.

If you have questions, you may type them into the dialog box provided at any point during the Annual Meeting (until the floor is closed to questions). The audio broadcast of the Annual Meeting will be archived on the Company’s website for at least one year at www.ryansg.com.

Recording of the Annual Meeting will not be permitted.

Q: Why is the Annual Meeting virtual only?

In light of the environment surrounding the coronavirus, or COVID-19, this year’s Annual Meeting will be conducted virtually, via live video webcast. Protecting the health and well-being of the attendees (employees, stockholders and the general public) and facilitating access to the Annual Meeting as the pandemic persists are among our top priorities.

 

					2022 Proxy Statement  3

Q: How do I vote?

 

•

For Proposal 1, you may either vote “For,” or choose that your vote be “Withheld” from, any of the nominees to the Board.

 

•

For Proposal 2, you may either vote “For” or “Against” the proposal, or “Abstain” from voting.

 

•

For Proposal 3, you may either vote “For” or “Against” the proposal, or “Abstain” from voting.

 

•

For Proposal 4, you may either vote for every "One Year," "Two Years" or "Three Years," or “Abstain” from voting.

 

•

For Proposal 5, you may either vote “For” or “Against” the proposal, or “Abstain” from voting.

 

•

For Proposal 6, you may either vote “For” or “Against” the proposal, or “Abstain” from voting.

Please note that by casting your vote by proxy you are authorizing the individuals listed on the proxy to vote your shares in accordance with your instructions and in their discretion with respect to any other matter that properly comes before the Annual Meeting or any adjournments or postponements thereof. The procedures for voting, depending on whether you are a stockholder of record or a beneficial owner, are as follows:

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote in any of the following manners:

 

•

To personally vote during the annual meeting prior to the close of the polls, log into the virtual Annual Meeting and follow the instructions on how to vote at the virtual annual meeting.

 

•

To vote over the Internet prior to and during the Annual Meeting, follow the instructions provided on the Notice of Internet Availability of Materials or on the Proxy Card that you request and receive by mail or e-mail. We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

 

•

To vote by telephone, call the toll-free number found on the Proxy Card you request and receive by mail or e-mail, or the toll-free number that you can find on the website referred to on the Notice of Internet Availability of Materials.

 

•

To vote by mail, complete, sign and date the Proxy Card you request and receive by mail or e-mail and return it promptly. As long as your signed Proxy Card is received prior to the Annual Meeting, we will vote your shares as you direct.

Regardless of whether you plan to attend the virtual Annual Meeting, we urge you to vote by proxy by mail, Internet or telephone to ensure your vote is counted. Even if you have submitted your vote before the Annual Meeting, you may still attend the virtual Annual Meeting and vote during the Annual Meeting. In such case, your previously submitted vote will be disregarded.

Beneficial Owner: Shares Registered in the Name of Broker, Bank or Other Agent

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a voting instruction card and voting instructions with these proxy materials from that organization, rather than from us. Simply complete and mail the voting instruction card to ensure that your vote is counted or follow the instructions to submit your vote by the Internet or telephone, if those instructions provide for Internet and telephone voting. To vote during the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact your broker, bank or other agent to request a proxy form.

Q: Who counts the votes?

Mediant Communication, Inc. (“Mediant”) has been engaged as our independent agent to tabulate stockholder votes, also known as the Inspector of Election. If you are a stockholder of record, and you choose to vote over the Internet prior to the Annual Meeting or by telephone, Mediant will access and tabulate your vote electronically, and if you request and receive proxy materials via mail or e-mail and choose to sign and mail your Proxy Card, your executed Proxy Card is returned directly to Mediant for tabulation. As noted above, if you hold your shares through a broker, your broker (or its agent for tabulating votes of shares held in “street name”) returns one Proxy Card to Mediant on behalf of all its clients.

 

					2022 Proxy Statement  4

Q: How are votes counted?

Votes will be counted by the Inspector of Election appointed for the Annual Meeting. For Proposal 1, the Inspector of Election will separately count “For” and “Withheld” votes and broker non-votes for each nominee. For Proposals 2, 3, 5 and 6, the Inspector of Election will separately count “For” and “Against” votes, abstentions and broker non-votes. For Proposal 4, the Inspector of Election will separately count “One Year”, “Two Years” and “Three Years,” abstentions and broker non-votes. If you do not give instructions to your broker, your broker can vote your shares with respect to “routine” items, but not with respect to “non-routine” items. See below for more information regarding: “What are “broker non-votes?” and “Which ballot measures are considered “routine” and “non-routine?”

Q: What are “broker non-votes”?

Broker non-votes occur when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed “non-routine.” Generally, if shares are held in street name, the beneficial owner of the shares is entitled to give voting instructions to the broker or nominee holding the shares. If the beneficial owner does not provide voting instructions, the broker or nominee can still vote the shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. In the event that a broker, bank, custodian, nominee or other record holder of common stock indicates on a proxy that it does not have discretionary authority to vote certain shares on a particular proposal, then those shares will be treated as broker non-votes with respect to that proposal. Accordingly, if you own shares through a nominee, such as a broker or bank, please be sure to instruct your nominee how to vote to ensure that your vote is counted on each of the proposals. Under recently adopted New York Stock Exchange (“NYSE”) rules, abstentions will be treated in accordance with our Bylaws and Delaware state law.

Q: Which ballot measures are considered “routine” or “non-routine”?

The ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022 (Proposal 2) is considered routine under applicable law. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal 2. The election of directors (Proposal 1), the non-binding approval of the compensation of our named executive officers (Proposal 3), the non-binding vote of the frequency of votes for the non-binding approval of the compensation of our named executive officers (Proposal 4), the non-binding approval to retain the supermajority voting standards set forth in the Certificate and Bylaws (Proposal 5) and the non-binding approval to retain the classified structure of our Board (Proposal 6) are considered non-routine under applicable law. A broker or other nominee cannot vote without instructions on non-routine matters, and therefore there may be broker non-votes on Proposals 1 and 3 through 6.

Q: How many votes are needed to approve the proposal?

With respect to Proposal 1, Directors will be elected by a plurality of the votes of the shares present or represented by proxy at the virtual Annual Meeting and entitled to vote. This means that the four nominees receiving the highest number of votes at the virtual Annual Meeting will be elected, even if those votes do not constitute a majority of the votes cast. ”Withhold” votes and broker non-votes are not considered votes cast for the foregoing purpose, and will have no effect on the election of nominees.

With respect to Proposal 2, the affirmative vote of the majority of voting power of shares present or represented by proxy at the virtual Annual Meeting and entitled to vote is required for approval. Votes to “Abstain” are treated as cast “Against” this proposal. We do not expect there to be any broker non-votes with respect to Proposal Two.

With respect to Proposal 3, the affirmative vote of the majority of voting power of shares present or represented by proxy at the virtual Annual Meeting and entitled to vote is required for approval. Votes to “Abstain” are treated as cast “Against” this proposal and broker non-votes will have no effect on the vote for this proposal.

With respect to Proposal 4, stockholders may choose among four choices, “one year,” “two years,” “three years” and “Abstain” at the virtual Annual Meeting. Approval of the frequency of the advisory (non-binding) vote on named executive officer compensation requires a favorable vote of the majority of voting power of the shares present at the meeting or represented by proxy at the Annual Meeting and entitled to vote. However, if no choice receives a majority of the vote cast, then the choice of frequency that receives the highest number of votes will be considered the preference of our stockholders. Abstentions and broker non-votes will have no effect on the outcome of the vote for this proposal.

 

					2022 Proxy Statement  5

With respect to Proposal 5, the affirmative vote of the majority of voting power of shares present or represented by proxy at the virtual Annual Meeting and entitled to vote is required for approval. Votes to “Abstain” are treated as cast “Against” the proposal and broker non-votes will have no effect on the vote for this proposal.

With respect to Proposal 6, the affirmative vote of the majority of voting power of shares present or represented by proxy at the virtual Annual Meeting and entitled to vote is required for approval. Votes to “Abstain” are treated as cast “Against” this proposal and broker non-votes will have no effect on the vote for this proposal.

Q: How many votes do I have?

On each matter to be voted upon, each share of Class A common stock that you own as of the Record Date has one vote and each share of Class B common stock that you own as of the Record Date has ten votes.

Q: What if I return a Proxy Card, but do not make specific choices?

If we receive a signed and dated Proxy Card that does not specify how your shares are to be voted, your shares will be voted “For” the election of each of the four nominees for director; “For” the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022; “For” the non-binding approval of the compensation of our named executive officers; for every “One-Year” regarding the non-binding approval of the frequency of holding a stockholder vote on the compensation of our named executive officers; “For” the non-binding approval to retain the supermajority voting standards set forth in the Certificate and Bylaws; and “For” the non-binding approval to retain the classified structure of the Board. If any other matter is properly presented at the Annual Meeting, your proxy (one of the individuals named on your Proxy Card) will vote your shares using their best judgment.

Q: Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to those proxy materials received by mail or on the Internet, our directors, officers and employees may also solicit proxies in person, by telephone or by other means of communication. Directors, officers and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

Q: What does it mean if I receive more than one Notice of Internet Availability of Materials or more than one set of printed materials?

If you receive more than one Notice of Internet Availability of Materials or more than one set of printed materials, your shares are registered in more than one name or are registered in different accounts. In order to vote all the shares you own, you must follow the instructions for voting on each Notice of Internet Availability of Materials or Proxy Card you receive via mail or e-mail upon your request, which include voting over the Internet, telephone or by signing and returning any of the Proxy Cards you request and receive.

Q: Can I change or revoke my proxy after submitting my proxy vote?

Yes. You can revoke your proxy vote at any time before the Annual Meeting by:

 

•

submitting a new vote on the Internet or by telephone or submitting a properly completed Proxy Card with a later date; or

 

•

sending a written notice that you are revoking your proxy, that is received prior to the Annual Meeting, to Ryan Specialty’s Corporate Secretary at Two Prudential Plaza, 180 North Stetson Ave., Suite 4600, Chicago, IL 60601.

 

					2022 Proxy Statement  6

If you are the record holder of your shares, you may also revoke your proxy vote by:

 

•

attending the virtual Annual Meeting and personally voting during the Annual Meeting prior to the close of the polls. Simply attending the virtual Annual Meeting without voting during the meeting will not, by itself, revoke your proxy.

Q: How will voting on any business not described in this Proxy Statement be conducted?

We are not aware of any business to be considered at the Annual Meeting other than the items described in this Proxy Statement. If any other matter is properly presented at the Annual Meeting, your proxy will vote your shares using their best judgment.

Q: What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting of stockholders. A quorum will be present if the holders of a majority in voting power of the shares of common stock issued and outstanding and entitled to vote are present at the virtual Annual Meeting or are represented by proxy at the virtual Annual Meeting. On the Record Date, there were there were 110,275,625 shares of Class A common stock, with one vote each, and 148,872,773 shares of Class B common stock, with 10 votes each. Accordingly, shares representing 799,501,678 votes must be represented by stockholders present in person or by proxy at the virtual Annual Meeting to have a quorum.

If you are a stockholder of record, your shares will be counted towards the quorum only if you submit a valid proxy vote or vote at the virtual Annual Meeting. If you are a beneficial owner of shares held in “street name,” your shares will be counted towards the quorum if your broker or nominee submits a proxy for your shares at the Annual Meeting, even proxy which result in a broker non-vote due to the absence of voting instructions from you. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, either the chairperson of the Annual Meeting or a majority in voting power of the stockholders entitled to vote at the Annual Meeting, present at the virtual Annual Meeting or represented by proxy at the Virtual Annual Meeting, may adjourn the Annual Meeting to another time or place.

Q: How can I find out the results of the voting at the Annual Meeting?

The preliminary voting results will be announced at the Annual Meeting. Final voting results will be announced by the filing of a Current Report on Form 8-K within four business days after the Annual Meeting. If final voting results are unavailable at that time, we will file an amended Current Report on Form 8-K within four business days of the day the final results are available.

Q: What is the deadline for submitting a stockholder proposal or director nomination for the 2023 Annual Meeting?

Stockholder proposals pursuant to SEC Rule 14a-8 for inclusion in our Proxy Statement and form of proxy for our 2023 annual meeting of stockholders, to be held in 2023, must be received by us at our principal executive offices at Two Prudential Plaza, 180 North Stetson Avenue, Suite 4600, Chicago, IL 60601 no later than the close of business on [December 27, 2022]. Stockholders wishing to make a director nomination or bring a proposal before the annual meeting to be held in 2023 (but not include it in our proxy materials) must provide written notice of such proposal to the Corporate Secretary at our principal executive offices no later than the close of business on March 9, 2023 and not earlier than the close of business on February 7, 2023, assuming we do not change the date of the 2023 annual meeting of stockholders by more than 30 days before or after the anniversary of the 2022 Annual Meeting. If so, we will release an updated time frame for stockholder proposals. Any stockholder proposal or director nomination must comply with the other provisions of our Amended and Restated Bylaws and be submitted in writing to the Corporate Secretary at our principal executive offices. To comply with the universal proxy rules (once effective), shareholders who intend to solicit proxies in support of director nominees, other than the Company’s nominees, must provide notice that sets forth the information required by Rule 14a-19 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) no later than April 8, 2023.

 

					2022 Proxy Statement  7

BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Our business and affairs are managed under the direction of our Board, which is composed of twelve directors. Our Certificate provides that the authorized number of directors may be changed only by resolution of our Board. At each annual meeting of stockholders, a class of directors will be elected for a three-year term to succeed the class whose term is then expiring.

Board Composition

Director Nomination Agreement

In connection with the Company’s initial public offering in July of 2021 (the “IPO”), the Company entered into a Director Nomination Agreement with Patrick G. Ryan, our founder, Chairman and Chief Executive Officer and certain members of his family and various entities and trusts over which Patrick G. Ryan and his family exercise control (collectively, the “Ryan Parties”) and Onex RSG Holdings LP, a Delaware limited partnership (“Onex”) and affiliate of Onex Corporation.

The Director Nomination Agreement provides the Ryan Parties and Onex the right to nominate certain members of our Board based on the number of shares of the Company’s common stock held by the Ryan Parties and Onex, respectively. The Director Nomination Agreement provides the Ryan Parties the right to designate (in each instance, rounded up to the nearest whole number if necessary): (i) all of the nominees (with the exception of the nominee of Onex, if applicable) for election to our Board for so long as the Ryan Parties control, in the aggregate, 50% or more of the total number of shares of our common stock beneficially owned by the Ryan Parties upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization (the “Original Amount”); (ii) 50% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 40%, but less than 50% of the Original Amount; (iii) 40% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 30%, but less than 40% of the Original Amount; (iv) 30% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 20%, but less than 30% of the Original Amount; and (v) 20% of the nominees for election to our Board for so long as the Ryan Parties control, in the aggregate, more than 10%, but less than 20% of the Original Amount, which could result in representation on our Board that is disproportionate to the Ryan Parties’ beneficial ownership. Upon the death or disability of Patrick G. Ryan, or at such time that he is no longer on the Board or actively involved in the operations of the Company, the Ryan Parties will no longer hold the nomination rights specified in (i) through (v); however, the Ryan Parties will have the right to designate one nominee for so long as the Ryan Parties control, in the aggregate, 10% or more of the Original Amount.

Onex has the right to designate one nominee for election to our Board for so long as Onex controls more than 50% of the total number of shares of our common stock beneficially owned by Onex upon completion of the IPO, as adjusted for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or similar changes in our capitalization.

In addition, for so long as the Ryan Parties hold the nomination rights specified in (i) through (v), the Ryan Parties have the right to nominate the chairman of the Board. The Director Nomination Agreement also provides that the Ryan Parties and Onex may assign such rights to an affiliate. Currently, the Ryan Parties can nominate all of the nominees for the Board with the exception of the nominee of Onex, currently Robert Le Blanc. The Director Nomination Agreement also prohibits us from increasing or decreasing the size of our Board without the prior written consent of the Ryan Parties. See “Certain Relationships and Related Party Transactions — Director Nomination Agreement” for more details with respect to the Director Nomination Agreement.

In addition, at any time when the Ryan Parties have the right to designate at least one nominee for election to our Board, the Ryan Parties will also have the right to have one of their nominated directors hold one seat on each Board committee, subject to satisfying any applicable stock exchange rules or regulations regarding the independence of Board committee members. The Listing Standards of the NYSE require that, subject to specified exceptions, each member of a listed company’s audit and compensation and governance committees be independent and that Audit Committee members also satisfy independence criteria set forth in Rule 10A-3 under the Exchange Act.

 

					2022 Proxy Statement  8

Classified Board

Our Certificate provides that our Board be divided into three classes of directors, with the classes as nearly equal in number as possible. Our Certificate also provides that our directors may be removed with or without cause by the affirmative vote of at least a majority of the voting power of our outstanding shares of common stock entitled to vote thereon, voting together as a single class for so long as the Ryan Parties beneficially own 40% or more, in the aggregate, of the total number of shares of our common stock then outstanding. If the Ryan Parties’ aggregate beneficial ownership falls below 40% of the total number of shares of our common stock outstanding, then our directors may be removed only for cause upon the affirmative vote of at least 66 2/3% of the voting power of our outstanding shares of common stock entitled to vote thereon.

 

Nominee/Director Name		Age		Position		Director Since(1)		Current Term Expires		Director Class
Nomination for Class I Director
Henry S. Bienen		82		Director		2012		2022		I
William J. Devers		88		Director		2013		2022		I
Michael D. O’Halleran		71		Director		2018		2022		I
Timothy W. Turner		61		President and Director		2012		2022		I
Continuing Directors
Patrick G. Ryan		84		CEO and Chairman of the Board		2010		2024		III
David P. Bolger		64		Director		2012		2023		II
Michelle L. Collins		62		Director		2021		2024		III
Nicholas D. Cortezi		55		Chairman of RSG Underwriting Managers and Director		2021		2023		II
D. Cameron Findlay		62		Director		2012		2024		III
Robert Le Blanc		55		Director		2018		2023		II
Andrew J. McKenna		92		Director		2012		2023		II
John W. Rogers, Jr.		64		Director		2014		2024		III

 

(1)	For all directors other than Ms. Collins and Mr. Cortezi, this column reflects the date that the director joined the Board of Ryan Specialty Group, LLC prior to the Company’s IPO on July 21, 2021, when the Board of Ryan Specialty Group Holdings, Inc. was formed.

Board Leadership and Structure

The following section describes our Board leadership structure, the reasons why the structure is in place at this time, the roles of various positions, and related key governance practices. The mix of experienced independent and management directors that make up our Board, along with the independent role of our lead director and our independent board-committee composition, benefits us and our stockholders.

Director Independence; Board Mix

Our Board has an effective mix of independent and management directors. It is composed of eight independent directors, our Chief Executive Officer and Chairman, Patrick G. Ryan, our President, Timothy W. Turner, the Chairman of RSG Underwriting Managers, Nicholas D. Cortezi, and the Executive Chairman of Geneva Re and one of our senior advisors, Michael D. O’Halleran.

The NYSE Listed Company Manual requires directors to satisfy certain criteria to be deemed “independent.” The Board applies these standards in determining whether any director has a material relationship with the Company that would impair their independence, as discussed below. As required by the NYSE Listed Company Manual, the Board considers all material relevant facts and circumstances known to it in making an independence determination, from the standpoints of both the director and persons or organizations with which the director has an affiliation.

Our Board has determined that Mr. Bienen, Mr. Bolger, Ms. Collins, Mr. Devers, Mr. Findlay, Mr. Le Blanc, Mr. McKenna and Mr. Rogers meet the requirements to be independent directors. In making this determination, our Board considered the

 

					2022 Proxy Statement  9

relationships that each such non-employee director has with the Company and all other facts and circumstances that our Board deemed relevant in determining their independence, including beneficial ownership of our common stock. Mr. Le Blanc is affiliated with Onex, which currently owns less than 5% of our total outstanding combined Class A common stock and Class B common stock. After concluding that Mr. Le Blanc’s affiliation with Onex was not a material relationship, the Board determined that Mr. Le Blanc was independent under NYSE’s general independence standards. The NYSE does not take the position that ownership of equity in our company by itself precludes the Board’s finding of independence.

Lead Director and Executive Session

Our Board has designated one of our non-employee directors, Andrew J. McKenna, as a Lead Director of our Board (the “Lead Director”). The Board believes that it is beneficial for us and our stockholders to have a Lead Director who will serve a variety of roles including presiding at the executive sessions of independent directors, and at all other meetings of the Board at which the chairman of the Board is not present, and calling an executive session of non-employee directors at any time, consistent with our Corporate Governance Guidelines.

Non-employee directors of the Board meet outside the presence of other directors in executive sessions, held in conjunction with our regular Board meetings. In addition, our non-employee directors meet in executive session at least once per year and our Lead Director presides at all such executive sessions.

The table below sets forth for each director nominee, and all continuing directors their respective ages as of the Record Date, the positions currently held with the Company (if any), the year each was first elected or appointed a director of the Company, the year their current term will expire and their current class.

Chairman and CEO

With respect to the roles of chairman and CEO, the Corporate Governance Guidelines provide that the roles may be separated or combined, and the Board will exercise its discretion in combining or separating these positions as it deems appropriate in light of prevailing circumstances. Mr. Ryan, the founder of our Company, has been at the helm of our business since its formation and has continued as the Company’s chairman and CEO following our IPO. The Board believes that combining the roles of chairman and CEO, together with the separate, independent role of our Lead Director, is currently the most effective leadership structure because Mr. Ryan has extensive knowledge and industry leading experience in the area of insurance through his leadership at both Aon Corporation and our Company, and a strong understanding of our business as the founder of our Company in 2010. This knowledge and experience provides Mr. Ryan the insight necessary to combine the responsibilities of strategic development and execution along with management of day-to-day operations.

Self Evaluation

Pursuant to its charter, our Compensation and Governance Committee is developing, subject to approval by the Board, and overseeing a process for an annual evaluation of the Board, its committees, individual directors and management. The Compensation and Governance Committee plans to complete this evaluation prior to the end of 2022.

As part of the annual Board self-evaluation, the Board evaluates whether the size, composition and responsibilities of our Board and its committees and our Corporate Governance Guidelines continue to be appropriate for us and our stockholders. Our Corporate Governance Guidelines provide the flexibility for our Board to modify our leadership structure in the future as appropriate.

Meetings and Attendance

During 2021, following our IPO in July 2021, our Board held two regularly scheduled meetings and one special meeting. Each incumbent director serving since our IPO attended at least 75% of the total number of Board meetings, and 75% of the total number of meetings of committees of which such director is a member. The Board expects, but does not require, directors, to attend the virtual Annual Meeting of Stockholders. There was no prior annual meeting of stockholders for the Board to attend.

All Board and Board committee meetings during 2021 were conducted virtually due to the COVID-19 pandemic.

 

					2022 Proxy Statement  10

Board Committees

Our Board has an Audit Committee, a Compensation and Governance Committee and an Executive Committee. The composition, duties and responsibilities of these committees are as set forth below. In the future, our Board may establish other committees, as it deems appropriate, to assist it with its responsibilities.

 

Board Member		Audit Committee		Compensation and Governance Committee		Executive Committee
Patrick G. Ryan						Chair
Henry S. Bienen		X
David P. Bolger		Chair
Michelle L. Collins		X
Nicholas D. Cortezi						X
William J. Devers		X
D. Cameron Findlay				Chair		X
Robert Le Blanc				X
Andrew J. McKenna				X		X
Michael D. O’Halleran
John W. Rogers, Jr.				X		X
Timothy W. Turner						X

Audit Committee

Our Audit Committee is composed of Mr. Bienen, Mr. Bolger, Ms. Collins and Mr. Devers, with Mr. Bolger serving as chairperson of the committee. The Board has determined that all of the members of the Audit Committee are independent directors and meet the independence requirements of Rule 10A-3 under the Exchange Act and the applicable listing standards of the NYSE. Our Board has determined that all members of our Audit Committee are “financially literate” under the applicable listing standards of the NYSE and that Mr. Bolger is an “audit committee financial expert” within the meaning of SEC regulations and applicable listing standards of the NYSE. Since our IPO in July 2021, the Audit Committee held two regularly scheduled meetings and one special meeting in 2021. The Audit Committee’s responsibilities include:

 

•

appointing, approving the compensation of, and assessing the qualifications, performance and independence of our independent registered public accounting firm;

 

•

pre-approving audit and permissible non-audit services, and the terms of such services, to be provided by our independent registered public accounting firm;

 

•

discussing on a periodic basis, or as appropriate, with management, our policies, programs and controls with respect to risk assessment and risk management;

 

•

reviewing and discussing with management and the independent registered public accounting firm our annual and quarterly financial statements and related disclosures as well as critical accounting policies and practices used by us;

 

•

reviewing our management’s discussion and analysis of financial condition and results of operations to be included in our annual and quarterly reports to be filed with the SEC;

 

•

reviewing and discussing with management our earnings releases and scripts;

 

•

monitoring the rotation of partners of the independent registered public accounting firm on our engagement team in accordance with requirements established by the SEC;

 

•

monitoring and assessing the performance of the Company’s internal audit function, reviewing the scope and results of the internal audit;

 

•

reviewing management’s report on its assessment of the effectiveness of internal control over financial reporting and any changes thereto;

 

•

reviewing the adequacy of our internal control over financial reporting;

 

					2022 Proxy Statement  11

•

establishing policies and procedures for the receipt, retention, follow-up and resolution of accounting, internal controls or auditing matters, complaints and concerns;

 

•

recommending, based upon the Audit Committee’s review and discussions with management and the independent registered public accounting firm, whether our audited financial statements shall be included in our Annual Report on Form 10-K;

 

•

monitoring our compliance with legal and regulatory requirements as they relate to our financial statements and accounting matters;

 

•

preparing the Audit Committee report required by the rules of the SEC to be included in our annual proxy statement;

 

•

reviewing and assessing annually treasury functions including cash management processes;

 

•

investigating any matters received, and reporting to the Board periodically, with respect to ethics issues, complaints and associated investigations;

 

•

reviewing the Audit Committee charter and the committee’s performance at least annually;

 

•

consulting with management to establish procedures and internal controls relating to cybersecurity; and

 

•

reviewing all related party transactions for potential conflict of interest situations and approving or ratifying all such transactions.

Our Audit Committee charter is available on our website at ryansg.com. To access the charter, go to our website, click on the “Investors” tab and then click on “Governance/Governance Documents” to download or view the charter.

Compensation and Governance Committee

Our Compensation and Governance Committee is composed of Mr. Findlay, Mr. Le Blanc, Mr. McKenna and Mr. Rogers, with Mr. Findlay serving as chairperson of the committee. The Board has determined that all of the members of the Compensation and Governance Committee are independent directors and meet the independence requirements of the applicable Listing Standards of the NYSE. Since our IPO in July 2021, the Compensation and Governance Committee held two regularly scheduled meetings in 2021. The Compensation and Governance Committee’s responsibilities include:

 

•

developing and recommending to our Board best practices and corporate governance principles;

 

•

developing and recommending to our Board a set of corporate governance guidelines;

 

•

reviewing and recommending to our Board the functions, duties and compositions of the committees of our Board;

 

•

developing and recommending to our Board criteria for Board and committee membership;

 

•

subject to the rights of the Ryan Parties and Onex under the Director Nomination Agreement as described in “Certain Relationships and Related Party Transactions — Director Nomination Agreement,” identifying and recommending to our Board the persons to be nominated for election as directors and to each of our Board’s committees;

 

•

assisting our Board with orientation and continuing education of directors;

 

•

overseeing the annual evaluations of our Board and our Board committees;

 

•

establishing and overseeing the Company’s succession, leadership and talent development planning and process;

 

•

annually reviewing and approving corporate goals and objectives relevant to the compensation of our Chief Executive Officer;

 

•

evaluating the performance of our Chief Executive Officer in light of such corporate goals and objectives and determining and approving the compensation of our Chief Executive Officer;

 

•

reviewing and approving the compensation of our other executive officers;

 

•

appointing, compensating and overseeing the work of any compensation consultant, legal counsel or other advisor retained by the Compensation and Governance Committee;

 

•

conducting the independence assessment outlined in NYSE rules with respect to any compensation consultant, legal counsel or other advisor retained by the Compensation and Governance Committee;

 

					2022 Proxy Statement  12

•

annually reviewing and reassessing the adequacy of the committee charter in its compliance with the listing standards of the NYSE;

 

•

reviewing and establishing our overall management compensation, philosophy and policy;

 

•

overseeing and administering our compensation and similar plans, including any equity incentive plans;

 

•

reviewing and making recommendations to our Board with respect to director compensation; and

 

•

reviewing and discussing with management the compensation discussion and analysis to be included in our annual proxy statement or Annual Report on Form 10-K.

Our Compensation and Governance Committee charter is available on our website at ryansg.com. To access the charter, go to our website, click on the “Investors” tab and then click on “Governance/Governance Documents” to download or view the charter.

Executive Committee

Our Executive Committee is composed of Mr. Cortezi, Mr. Findlay, Mr. McKenna, and Mr. Rogers, Mr. Ryan and Mr. Turner, with Mr. Ryan serving as chairperson of the committee. During intervals between meetings of the Board, the Executive Committee has and may exercise the power and authority of the Board in directing the management of the business and affairs of the Company, including but not limited to the power and authority to declare dividends, except as may be limited by applicable law, our Certificate, Bylaws or by resolution of the Board.

Risk Oversight

The Board’s role regarding enterprise risk oversight is delegated to the Audit Committee. Pursuant to its charter, our Audit Committee is responsible for establishing and maintaining our enterprise risk management process. Taking into consideration the allocation of responsibility for risk oversight to the other committees of the Board, the Audit Committee is responsible for reviewing and discussing with management, on a periodic basis or as appropriate, the risks faced by us and guidelines and processes by which management assesses and manages our risks, including our major financial risk exposures and the steps management has taken to monitor and control such exposures. The Audit Committee is also responsible for consulting with management to establish procedures and internal controls relating to cybersecurity. As we are a new public company, our Audit Committee is continuing to work with management to implement these processes.

The Compensation and Governance Committee reviews our compensation risk assessment. For more information, please see “Executive Compensation: Compensation Discussion and Analysis — Compensation Decision Process and Methodology.”

Stockholder Recommendations for Director Nominees

The Compensation and Governance Committee will consider stockholder nominations for membership on the Board that conform to the requirements of our Bylaws. For the 2023 annual meeting, nominations may be submitted to Ryan Specialty Group Holdings, Inc., Two Prudential Plaza, 180 N Stetson Ave., Suite 4600, Chicago, IL 60601, Attn: General Counsel and Secretary, and such nominations will then be forwarded to the chairperson of the Compensation and Governance Committee. Recommendations must be in writing, and we must receive the recommendation no later than March 9, 2023, and not earlier than February 7, 2023. Recommendations must also include certain other procedural requirements as specified in our Bylaws.

When filling a vacancy on the Board, the Compensation and Governance Committee identifies the desired skills and experience of a new director and, subject to the Director Nomination Agreement, nominates individuals who it believes can strengthen the Board’s capabilities and further diversify the collective experience represented by the then-current directors. The Compensation and Governance Committee may engage third parties to assist in the search and provide recommendations. Also, directors are generally asked to recommend candidates for the position. The candidates are then evaluated based on the process outlined in our Corporate Governance Guidelines and the Compensation and Governance Committee charter, and the same process is used for all candidates, including candidates recommended by stockholders.

 

					2022 Proxy Statement  13

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past fiscal year has served, as a member of the Board or compensation committee of any entity that has one or more executive officers serving on our Board or compensation committee.

Board Matrix

Each director possesses certain personal qualities and attributes that we believe are essential for the proper functioning of the Board to fulfill its duties to our stockholders. The following matrix provides information regarding each nominee for election as a director and each continuing director, including certain types of experiences and skills that the Board has determined are important. The matrix does not encompass all the experiences and skills of our directors, and the fact that a particular experience or skill is not listed does not mean that a director does not possess it. In addition, the director biographies below include a non-exhaustive list of other key experiences and qualifications that further qualify the individual to serve on our Board. These collective qualities, skills, experiences and attributes are essential to our Board’s ability to exercise its oversight function for us and our stockholders, and guide our long-term sustainable, dependable performance.

 

Director Name

Leadership Experience

Financial or Accounting Acumen

Industry Experience

Operational Experience

Public Company      Experience

Patrick G. Ryan

ü

ü

✔

✔

✔

Henry S. Bienen

✔

✔

✔

✔

David P. Bolger

✔

✔

✔

✔

✔

Michelle L. Collins

✔

✔

✔

✔

Nicholas D. Cortezi

✔

✔

✔

William J. Devers

✔

✔

✔

D. Cameron Findlay

✔

✔

✔

✔

Robert Le Blanc

✔

✔

✔

Andrew J. McKenna

✔

✔

✔

Michael D. O’Halleran

✔

✔

✔

✔

John W. Rogers, Jr.

✔

✔

✔

Timothy W. Turner

✔

✔

✔

Governance Policies

Corporate Governance Guidelines

We have adopted a set of Corporate Governance Guidelines, which are available on our website at www.ryansg.com. To access the Corporate Governance Guidelines, go to our website, click on the “Investors” tab and then click on “Governance/Governance Documents” to download or view the Corporate Governance Guidelines.

Code of Conduct

We have adopted a Code of Conduct that applies to all of our employees, officers and directors, including those officers responsible for financial reporting. The Code of Conduct is available on our website at www.ryansg.com. To access our Code of Conduct, go to our website, click on the “Investors” tab and then click on “Governance/Governance Documents” to download or view the code.

We intend to disclose any amendments to the code, or any waivers of its requirements, on our website. Since our IPO, we have not amended the code or waived any of its provisions.

Anti-Hedging and Anti-Pledging Policies

The Company prohibits directors and executive officers from pledging any Company shares, including by entering into margin accounts, and prohibits directors and all employees from engaging in hedging transactions with respect to ownership in the Company’s securities (including prepaid variable forward contracts, equity swaps, collars and exchange funds, except as explicitly approved by our CEO and General Counsel).

 

					2022 Proxy Statement  14

Diversity

The Company is committed to fostering diversity within our organization and throughout the insurance industry.

We have achieved success in accomplishing gender diversity at Ryan Specialty with more than half of our workforce identifying as female, including in senior management positions. Our Board is 16.6% African American with Michelle L. Collins and John W. Rogers, Jr. serving as directors and as members of our Audit and Compensation and Governance Committees, respectively. We fully recognize, however, that we have more work to do.

In 2020, motivated in part by the events that unfolded in the aftermath of the killing of George Floyd, we formed a Diversity, Equity and Inclusion Council comprised of executive leaders and non-executive employees. The Council’s mission is to guide Ryan Specialty in further building and sustaining a diverse workforce reflective of society throughout the entirety of the organization. Our vision is of a workplace free of conscious and unconscious bias where all employees are valued and evaluated based on their performance and contributions. Differences in race, creed, color, religious beliefs, background, physical ability, gender identity or sexual orientation are considered a corporate asset by bringing together varied perspectives to better serve our clients, trading partners, and communities.

We have also engaged Korn Ferry, a recognized leader in Diversity, Equity and Inclusion consulting, to assist us with further developing our short- and long-term goals as well as the methodology for achieving those goals. We are confident that Korn Ferry’s thorough and immersive process will yield sustainable and enduring results.

With the Council’s guidance, support of the Company’s leadership and Korn Ferry’s consultation, we have supported several significant initiatives with the primary purpose of enhancing diversity within our Company and in the insurance industry. We have partnered with the Ryan Insurance Program for Success and Equal Opportunity (R.I.S.E ), established by the family of our Chairman and CEO Pat Ryan, in launching a Risk Management Program at the Historically Black College Fisk University. One objective of that program is to collaborate with others in the insurance industry in placing Fisk students in internship programs and assisting them in finding post-graduate employment in the insurance industry, including at Ryan Specialty. We have also initiated a professional development program for two inner-city high schools in Chicago, Leo High School and Providence St. Mel, with the goal of raising the awareness of their students about career opportunities in the insurance industry. We believe that through these efforts we can make a lasting impact towards attracting more diverse talent to our industry while also positively impacting the life opportunities and trajectories of these young people.

Ryan Specialty also has joined a broader insurance industry initiative as an inaugural member of the Insurance Industry Executive of Color Leadership Roundtable. The intent of the Leadership Roundtable is to seek opportunities and areas of growth to ensure that our industry is properly positioned to attract, retain and support the advancement and development of people of color in our industry and within their respective companies.

 

					2022 Proxy Statement  15

PROPOSAL NO. 1: ELECTION OF DIRECTORS

As described below, and in accordance with the Director Nomination Agreement, the Board has nominated Henry S. Bienen, William J. Devers, Michael D. O’Halleran and Timothy W. Turner for election as Class I directors at the Annual Meeting. Messrs. Bienen, Devers, O’Halleran and Turner have each indicated their willingness to serve if elected.

Nomination of Directors

The Compensation and Governance Committee of our Board identifies, evaluates and recommends to the Board potential nominees for election to the Board, subject to the Director Nomination Agreement. In reviewing potential nominees, the Compensation and Governance Committee considers the qualifications of each potential nominee with the qualification standards set forth in its committee charter and in our Corporate Governance Guidelines. Specifically, the Compensation and Governance Committee considers, among other things, (i) each potential nominee’s past attendance and performance at Board meetings and committee meetings, if applicable, (ii) the nominee’s ability to represent all stockholders without a conflict of interest, (iii) the nominee’s ability to work in and promote a productive environment, (iv) whether the nominee has sufficient time and willingness to fulfill the substantial duties and responsibilities of a director, (v) whether the nominee has demonstrated the high level of character, ethics and integrity expected by the Company, (vi) whether the nominee possesses the broad professional and leadership experience and skills necessary to effectively respond to the complex issues encountered by a publicly-traded company, (vii) the nominee’s ability to apply sound and independent business judgment, and (viii) the diverse attributes of the nominee. The Board membership criteria are set forth in our Corporate Governance Guidelines and Compensation and Governance Committee charter, copies of which are available under the tabs “Investors > Governance > Governance Documents” on our website at www.ryansq.com. After reviewing the qualifications of potential Board candidates, the Compensation and Governance Committee presents its recommendations to the Board, which selects the final director nominees, subject to the Director Nomination Agreement.

Upon the recommendation of the Compensation and Governance Committee, and subject to the Director Nomination Agreement, the Board has nominated Henry S. Bienen, William J. Devers, Michael D. O’Halleran and Timothy W. Turner for election as Class I directors. The Company did not pay any fees to any third parties to identify or assist in identifying or evaluating nominees for the Annual Meeting. The Compensation and Governance Committee considers stockholder nominees using the same criteria set forth above. Stockholders who wish to present a potential nominee to the Compensation and Governance Committee for consideration for election at a future annual meeting of stockholders must provide the Compensation and Governance Committee with notice of the recommendation and certain information regarding the candidate as described in our Bylaws and within the time periods set forth under the caption “Advance Notice of Stockholder Business and Director Nominations.”

Pursuant to our Corporate Governance Guidelines, the Company endeavors to have a Board consisting of directors who possess the highest personal and professional ethics, integrity and values, and who are committed to representing the long-term interests of the Company and its stockholders. The Compensation and Governance Committee will also consider such factors as diversity, including but not limited to differences in viewpoints, perspectives, background, education, race, creed, color, religious beliefs, physical ability, gender identity or sexual orientation, age, geography, competencies, experience and other individual qualifications and attributes. The Company is committed to considering candidates for the Board regardless of gender, race, ethnicity, national origin or other diverse attributes.

Nominees and Incumbent Directors

Subject to the Director Nomination Agreement, the Compensation and Governance Committee has recommended, and the Board has nominated, Messrs. Bienen, Devers, O’Halleran and Turner to be reelected as Class I directors at the virtual Annual Meeting.

 

					2022 Proxy Statement  16

Class I Directors: Nominees

 

HENRY S. BIENEN, PH.D

Dr. Bienen has served on our Board since 2012 and is a member of the Audit Committee. Dr. Bienen served as Northwestern University’s president from 1995 through 2009 and currently serves as president emeritus of Northwestern University. He was the James S. McDonnell Distinguished University Professor and dean of the Woodrow Wilson School of Public and International Affairs at Princeton University prior to his appointment at Northwestern. Dr. Bienen is Emeritus Trustee of the Chicago Council on Global Affairs. Additionally, Dr. Bienen is on the Boards of Directors of Hedge Fund Guided Portfolio Solutions and Grosvenor Multi Strategy Funds, chairs the Advisory Committee of The Vistria Group’s Education Investments, serves as Chairman of the Board of Directors for Rasmussen College, and is a lifetime member of the Board of MetroSquash, an urban squash and education program in Chicago. Furthermore, Dr. Bienen is Chairman of the Board of the Crown Center on the Middle East Studies at Brandeis University and a member of the Board of the Lucas Museum of Narrative Art. Dr. Bienen is also a consultant for Academic Partnerships, an online project manager for regional public universities. Dr. Bienen served on the Board of Bear Stearns Companies, Inc. He earned a Bachelor of Arts from Cornell University with honors, as well as a Master of Political Science and a PhD in Political Science from the University of Chicago. We believe Dr. Bienen is qualified to serve on our Board due to his extensive experience as a director on the boards of other for-profit companies.

 

 

 

WILLIAM J. DEVERS

William J. Devers has served on our Board since 2013 and is a member of the Audit Committee. Since 1983, Mr. Devers has been president of Devers Group, Inc., a venture capital firm specializing in early stage investments. He also served on the Boards of Directors of the following public and private companies: Schwarz Paper Company, Wallace Computer Services, Inc., Lake Shore National Bank, Ryan Insurance Group, Click Commerce and Merge Inc. Mr. Devers has also served as a director of, or advisor to, numerous educational institutions, charities and hospitals, including the Arts and Letters Advisory Counsel of the University of Notre Dame, Catholic Charities of Chicago, Big Shoulders Fund of the Archdiocese of Chicago, Ann and Robert H. Lurie Children’s Hospital, St. Francis Hospital and Rosary College. He earned his Bachelor of Arts in Economics from Pennsylvania State University. We believe Mr. Devers is qualified to serve on our Board due to his extensive finance industry experience.

 

 

 

MICHAEL D. O’HALLERAN

Michael D. O’Halleran has served on our Board since 2018. Mr. O’Halleran has been Executive Chairman of Geneva Re Limited and a Senior Advisor at Ryan Specialty Group since 2019. Mr. O’Halleran was the founder, and for twenty-four years served as Executive Chairman, of Aon Re, a reinsurance brokerage and capital advisory firm. Additionally, Mr. O’Halleran was previously President and COO of Aon Corporation from 1999 to 2005. He also served on the following Boards of Directors: NuVasive, Inc., CareFusion, Inc., Cardinal Health, Inc. and Allegiance Corp. Mr. O’Halleran earned his Bachelor of Science from the University of Wisconsin - Whitewater. We believe Mr. O’Halleran is qualified to serve on our Board due to his extensive insurance industry experience.

 

 

					2022 Proxy Statement  17

TIMOTHY W. TURNER

Timothy W. Turner has served as our President since March 2021, as the Chairman and CEO of RT Specialty since RT’s founding in 2010 and has been a member of our Board of Directors since 2012. Mr. Turner is a member of our Executive Committee. Prior to co-founding RT Specialty, Mr. Turner was with CRC Insurance Services, Inc. (“CRC”) for 10 years and was President of CRC at the time of his departure. Prior to CRC, Mr. Turner worked for the Crump Group and was named President of its Chicago Office. Mr. Turner began his insurance career as a casualty broker with A.J. Renner & Associates in 1987. He has received a number of awards, and in 2020, one of the insurance industry’s most respected media outlets, the Insurance Insider, named Mr. Turner the Distribution Leader of the Year, honoring him as the year’s most influential and outstanding individual in insurance distribution. In 2019, Mr. Turner received the prestigious Insurance Industry “Good Scout” Award from the Boy Scouts of America, Greater New York Councils. Additionally, Mr. Turner received the 2021 Spirit of Life Award from the City of Hope, National Insurance Industry Counsel. Before joining the insurance industry, Mr. Turner graduated from the Detroit Police Academy, served on the Wayne County SWAT Team, and was an undercover narcotics officer with the Narcotics Cocaine Task Force with the Michigan State Police. Mr. Turner earned a Bachelor of Science in Criminal Justice from Madonna University. We believe that Mr. Turner’s extensive and industry-leading experience in the area of insurance and his insight into our business as our President and the Chairman and CEO of RT Specialty qualifies him to serve on our Board.

 

 

Class II Directors: Continuing in Office Until 2023

 

DAVID P. BOLGER

David P. Bolger has served on our Board since 2012 and is the chairman of the Audit Committee. Mr. Bolger served as Chief Operating Officer of Chicago 2016, the effort to bring the 2016 Olympic and Paralympic Games to Chicago. From 2004 to 2019, Mr. Bolger served on the Board of Directors of MB Financial, Inc. From 2003 to 2008, he served as Executive Vice President and Chief Financial Officer of Aon Corporation. Prior to joining Aon, Mr. Bolger served in multiple executive positions at Bank One Corporation and its predecessor companies. He earned a Bachelor of Science in Accounting and Finance from Marquette University and a Master of Management from Northwestern University Kellogg School of Management. We believe Mr. Bolger is qualified to serve on our Board due to his extensive insurance industry, accounting and finance experience.

 

 

 

NICHOLAS D. CORTEZI

Nicholas D. Cortezi has served on our Board since our IPO in July 2021 and as the Chairman RSG Underwriting Managers since September 2020. Mr. Cortezi is a member of our Executive Committee. In 1987, Mr. Cortezi joined All Risks and was promoted to CEO in 1999. He served as CEO of All Risks until its merger with Ryan Specialty in September 2020. Mr. Cortezi has served on the Boards of the Independent Insurance Agents of Baltimore, Independent Insurance Agents of Maryland, the National Association of Surplus Lines Offices (“NAPSLO”) (now known as the Wholesale & Specialty Insurance Association (“WSIA”)) and was President of NAPSLO between 2002 and 2003. Mr. Cortezi earned a Bachelor of Arts in International Relations and a Masters in International Public Policy from Johns Hopkins University. We believe that Mr. Cortezi’s extensive and industry-leading experience in the area of insurance and his insight into our business as our Chairman of RSG Underwriting Managers qualifies him to serve on our Board.

 

					2022 Proxy Statement  18

ROBERT (BOBBY) LE BLANC

Robert (Bobby) Le Blanc has served on our Board since 2018 and is a member of the Compensation and Governance Committee. Mr. Le Blanc joined Onex in 1999 and currently serves as its President and the head of Onex Partners, its large-cap private equity platform. Prior to joining Onex, Mr. Le Blanc worked for Berkshire Hathaway and General Electric. He earned his Bachelor of Science from Bucknell University and his Master of Business Administration from New York University. We believe Mr. Le Blanc is qualified to serve on our Board due to his extensive insurance and finance industry experience.

 

 

 

ANDREW J. MCKENNA

Andrew J. McKenna has served on our Board since 2012 and is our Lead Director and a member of both the Compensation and Governance Committee and the Executive Committee. Mr. McKenna is the Chairman Emeritus of the Board of Directors of McDonald’s Corporation and the Chairman of Bunzl Retail Services. Mr. McKenna served on the Board of McDonald’s Corporation for 25 years, 12 as Chairman, as well as serving on the Boards of Directors of the following NYSE companies: 1st National Bank of Chicago and its successors, Tribune Company, Dane Foods, Skyline Corporation, Sargent-Welch Scientific and Aon Corporation. Mr. McKenna has served over the years on many civic, community and philanthropic boards and currently serves as a trustee of Ronald McDonald House Charities, the Museum of Science and Industry (Chairman Emeritus), and the University of Notre Dame (Chairman Emeritus). Mr. McKenna is also a director of Big Shoulders Fund of the Archdiocese of Chicago and Ann and Robert H. Lurie Children’s Hospital of Chicago, among others. Mr. McKenna earned his Bachelor of Science degree from the University of Notre Dame and a Juris Doctor from DePaul University. We believe Mr. McKenna is qualified to serve on our Board due to his extensive experience as a director on the boards of many for profit companies and as a board member and/or trustee for civic, community and philanthropic organizations.

 

 

					2022 Proxy Statement  19

Class III Directors: Continuing in Office Until 2024

 

PATRICK G. RYAN

Patrick G. Ryan is a widely respected entrepreneur and global insurance leader who founded Ryan Specialty Group in 2010. Mr. Ryan has served as the Chairman and Chief Executive Officer of Ryan Specialty Group since its inception and is the chairperson of the Executive Committee. Prior to launching Ryan Specialty Group, Mr. Ryan founded Aon and served as its Chairman and/or CEO for 41 years. At the time of Mr. Ryan’s retirement, Aon had more than 500 offices in 120 countries, generating revenues then in excess of $7 billion. Mr. Ryan has received a number of accolades throughout his career. In 1987, Mr. Ryan received the esteemed Horatio Alger Award, which honors those who are dedicated to the principles of integrity, hard work, perseverance and compassion for others. In 2008, Mr. Ryan was inducted into the American Academy of Arts and Sciences, one of the nation’s oldest and most prestigious honorary societies and independent research centers, founded in 1780. Also in 2008, he was elected to the International Insurance Society Hall of Fame and received the Ernst and Young Entrepreneur of the Year Lifetime Achievement Award. He was named by Brigham Young University International Executive of the Year for Corporate Integrity. Other career tributes include the College of Insurance’s Insurance Leader of the Year and the Insurance Federation of New York’s Free Enterprise Award. Most recently, in July 2019, Mr. Ryan was inducted into the Automotive Hall of Fame for his contribution to the Finance and Insurance Specialists sector of the automotive industry. Mr. Ryan has been a member of Northwestern University’s Board of Trustees for 42 years, 14 years of which he served as Chairman. Mr. Ryan served on the Boards of Directors of 1st National Bank of Chicago and its successors and the Tribune Company. Mr. Ryan earned a Bachelor of Business Administration from Northwestern in 1959 and, in 2009, Northwestern awarded Mr. Ryan a Doctor of Humane Letters degree. Also in 2009, Mr. Ryan was inducted into the Northwestern Athletic Hall of Fame. Four years later in 2013, Mr. Ryan received the Northwestern Alumni Association Medal of Honor. This award is the highest award granted by the Northwestern Alumni Association to an alumnus who combines superior professional distinction and/or exemplary volunteer service to society, with an outstanding record of service to Northwestern. Mr. Ryan also served as Chairman of Chicago 2016, the effort to bring the 2016 Olympic and Paralympic Games to Chicago. We believe that Mr. Ryan’s extensive and industry leading experience in the area of insurance, his experience as the founder, Chairman and CEO of Aon Corporation, and his insight into our business as our Founder and Chief Executive Officer qualifies him to serve on our Board.

 

 

 

MICHELLE L. COLLINS

Michelle Collins has served on our Board since our IPO in July 2021 and is a member of the Audit Committee. Since 2007, she has served as the president of Cambium LLC, a consulting firm. Ms. Collins was co-founder of Svoboda Capital Partners, LLC and served as Managing Director from 1998 to 2006. Prior to that, Ms. Collins was a principal in the Corporate Finance Department at William Blair & Company, LLC. Since 2014, Ms. Collins has served on the Board of Ulta Beauty, Inc. She has also served on the Board of Canadian Imperial Bank of Commerce and CIBC Bancorp USA/CIBC Bank U.S. since 2017. Previously, she was a member of the mutual fund boards of Columbia Acorn and Wanger Advisors Trusts and the Boards of Directors of the following public and private companies: PrivateBankcorp, Inc., Integrys Energy Group, Inc., Molex, Inc., Bucyrus International, CDW Corporation, Coldwater Creek, Inc. McWhorter Technologies, Inc. and Health Care Service Corporation. She earned a Bachelor of Arts from Yale University and a Master of Business Administration from Harvard Business School. We believe Ms. Collins is qualified to serve on our Board due to her extensive finance industry experience and experience as a director on the boards of other for-profit companies.

 

					2022 Proxy Statement  20

D. CAMERON FINDLAY

D. Cameron Findlay has served on our Board since 2012 and is the chairperson of the Compensation and Governance Committee and a member of the Executive Committee. Since 2013, Mr. Findlay has been the Senior Vice President, General Counsel and Secretary of Archer Daniels Midland Company. From 2009 to 2013, he was Senior Vice President and General Counsel of Medtronic, Inc., and from 2003 to 2009 he served as Executive Vice President and General Counsel of Aon Corporation. He earned his B.A. from Northwestern University, his Master of Arts (Oxon.) from Oxford University, and his Juris Doctor from Harvard Law School. We believe Mr. Findlay is qualified to serve on our Board due to his expertise in legal, compliance, and government regulatory matters and extensive insurance industry experience.

 

 

 

JOHN W. ROGERS, Jr.

John W. Rogers, Jr. has served on our Board since 2014 and is a member of both the Compensation and Governance Committee and the Executive Committee. He is the Founder, Chairman, Co-CEO (since 2019; from 1983-2019 he served as Chief Executive Officer) and Chief Investment Officer of Ariel Investments. Mr. Rogers is a member of the mutual fund board of Ariel Investments Trust, serves as vice chair of the Board of Trustees of the University of Chicago and as a member of the Boards of Directors of the following public companies: McDonald’s Corporation, NIKE, Inc. and The New York Times Company. From 2000 to 2019, he served on the Board of Exelon Corp. Following the election of President Barack Obama, Mr. Rogers served as co-chair for the Presidential Inaugural Committee 2009 and in 2016 he joined the Barack Obama Foundation’s Board of Directors. He earned his Bachelor of Arts from Princeton University and in 2008 was awarded Princeton University’s highest honor, the Woodrow Wilson Award, presented each year to the alumnus or alumna whose career embodies a commitment to national service. We believe Mr. Rogers is qualified to serve on our Board due to his extensive finance industry experience and experience as a director on the boards of other for-profit companies.

Vote Required

The four nominees who receive the greatest number of affirmative votes will be elected as Class I directors, to hold office until the 2025 annual meeting of stockholders and until their successors are elected and qualified, unless they resign, or their seats become vacant due to removal or death. Abstentions and broker non-votes will not affect the election of directors.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the Proxy Card or, if no direction is given, then FOR the election of the nominees named in this Proxy Statement.

 

		The Board recommends a vote “FOR” the four Class I director nominees identified above.

 

					2022 Proxy Statement  21

DIRECTOR COMPENSATION

The following table presents the total compensation for each person who served as a non-employee director on our Board during 2021. Other than as set forth in the table and described more fully below, we did not pay any compensation, reimburse any expense, make any equity or non-equity awards, or pay any other compensation, to any of the non-employee directors on the Board. Patrick G. Ryan, Timothy W. Turner, and Nicholas D. Cortezi, each of whom are employed by the Company, do not receive any additional compensation for their service to the Board. Robert Le Blanc has agreed to forgo any cash or equity compensation for his service to the Board inasmuch as he is the president of Onex and is appointed by Onex to sit on the Board pursuant to the Director Nomination Agreement. Michael D. O’Halleran serves as a consultant to the Company and receives $200,000 a year in consulting fees and is eligible to receive the annual equity grant in accordance with the Company’s Non-Employee Director Compensation Policy discussed below, but does not receive any additional cash payments for his service to the Board.

 

Name

Fees Earned or Paid in Cash ($)(1)

Stock Awards ($)(2)

All Other Compensation ($)

Total ($)

Henry S. Bienen

$

60,000

$

–

$

–

$

60,000

David P. Bolger

75,000

–

–

75,000

Michelle L. Collins

26,613

–

–

26,613

William J. Devers

60,000

–

–

60,000

D. Cameron Findlay

75,000

–

–

75,000

Robert Le Blanc

–

–

–

–

Andrew J. McKenna

75,000

–

–

75,000

Michael D. O’Halleran(3)

–

–

200,000

200,000

John W. Rogers, Jr.

60,000

–

–

60,000

 

(1)

Fees Earned or Paid in Cash for each of the Directors other than Ms. Collins and Messrs. Le Blanc and O’Halleran represent fees earned for service on (a) the Board of Managers of Ryan Specialty Group, LLC (“RSG LLC”) from January 1, 2021 through July 21, 2021, the date of the IPO, and (b) the Board of the Company from July 21, 2021 through the end of the year. The fees paid to Ms. Collins, who was elected to the Board effective July 21, 2021, represent amounts earned from July 21, 2021 through the end of the year.

 

(2)

No equity grants were made to the non-employee directors during 2021. On March 18, 2022, each of the non-employee directors, other than Mr. Le Blanc who has agreed to forgo compensation and Ms. Collins who joined the Board at the time of the IPO, received a grant of 4,361 restricted stock units (“RSUs”) with a grant date fair value of $150,000 as compensation for their service to the Board of Managers of RSG LLC in 2020 and prior to the IPO in 2021. The RSUs are fully vested as of the grant date and each RSU represents a right to receive one fully vested share of Class A common stock within 30 days of grant (or, if elected by the director upon the earlier of the director’s “separation from service” or a “change in control,” each as defined in the applicable award agreement).

 

(3)	Mr. O’Halleran did not receive any cash compensation for his services to the Board. He did receive $200,000 for his services as a consultant to the Company.

Prior to the IPO, each of our non-employee directors, other than Ms. Collins, was a member of the Board of Managers of RSG LLC and, with the exceptions noted for Mr. Le Blanc and Mr. O’Halleran, received an annual cash retainer, paid quarterly, equal to $60,000 as well as an additional annual retainer of $15,000, paid annually, for each director that served as the chairperson of one of that Board’s committees.

In conjunction with the IPO, the Company adopted a Non-Employee Director Compensation Policy that provides for an annual cash retainer equal to $75,000. Other than the chairperson of the respective Board committees, no participating committee members will receive additional compensation for their participation on such committees. In addition, a non-employee director is entitled to additional cash compensation for service as the Lead Director or as the chairperson of a committee, paid quarterly, as set forth below. Mr. O’Halleran will continue to forgo any cash compensation as a director in lieu of the consulting fees paid to him by the Company and Mr. Le Blanc will continue to forgo any cash or equity compensation for his services as a director for the reasons stated above.

 

					2022 Proxy Statement  22

Committee/Role		Annual Retainer
Audit Committee Chair			$	25,000
Compensation and Governance Committee Chair			$	15,000
Lead Director			$	25,000

In addition, our Non-Employee Director Compensation Policy provides that each of our non-employee directors will receive an annual grant of RSUs with a grant date fair value equal to $110,000. The RSUs will be fully vested as of the grant date and each represents a right to receive one fully vested share of Class A common stock within 30 days of grant (or, at the election of the director, upon the earlier of the director’s “separation from service” or a “change in control,” each as defined in the applicable award agreement). The grants will be made annually on the date of the Company’s annual meeting of stockholders that is expected to occur in the second quarter of each year. The grants will be compensation for the prior year of service. We expect to grant each of our non-employee directors, with the exception of Mr. Le Blanc, their annual equity grant for compensation for the approximately twelve months of service, from the IPO through the Annual Meeting, on the date of the Annual Meeting. Should any director not serve for the full annual period covered by the grant, the grant will be pro-rated.

Stock Ownership Guidelines

The Company has non-employee director stock ownership guidelines, under which the Company’s non-employee directors are expected to accumulate Company stock, with a value equivalent to five times their annual cash retainer, within five years of the adoption of the requirement or within five years of a director joining the Board. If a non-employee director does not hold sufficient shares of the Company’s stock to meet the guideline requirements, they will then be required to hold 100% of their current Company stock plus any future grants until they have met the requirement.

The guidelines were adopted on April, 21, 2021 such that each non-employee director serving at that time has until April 21, 2026 to meet the guidelines. Accordingly, all of our directors are currently in compliance with the guidelines.

 

					2022 Proxy Statement  23

EXECUTIVE OFFICERS

Below is a list of the names, ages as of the Record Date, positions, and brief accounts of the business experience of our executive officers.

 

Name		Age		Position
Patrick G. Ryan		84		Chief Executive Officer and Chairman of the Board of Directors
Jeremiah R. Bickham		36		Executive Vice President and Chief Financial Officer
Nicholas D. Cortezi		55		Chairman of RSG Underwriting Managers and Director
Mark S. Katz		53		Executive Vice President, General Counsel and Corporate Secretary
Brendan M. Mulshine		56		Executive Vice President and Chief Revenue Officer
Lisa J. Paschal		60		Senior Vice President and Chief Human Resources Officer
Timothy W. Turner		61		President and Director
Michael T. VanAcker		36		Executive Vice President and Chief Operating Officer

Patrick G. Ryan — See biography under “Proposal No. 1 Election of Directors — Class III Directors: Continuing in Office Until 2024.”

Jeremiah R. Bickham has served as our Executive Vice President and Chief Financial Officer since March 2021. He joined Ryan Specialty in 2011 and previously served as our Treasurer and Head of Corporate Development. Prior to joining Ryan Specialty, Mr. Bickham worked at KPMG, LLP as a research analyst and auditor from 2009 through 2011. He earned a Bachelor of Business Administration and a Master of Professional Accounting from the University of Texas at Austin, as well as a Master of Business Administration from Northwestern University’s Kellogg School of Management. Mr. Bickham also is a Certified Public Accountant.

Nicholas D. Cortezi — see biography under “Proposal No. 1 Election of Directors — Class II Directors: Continuing in Office Until 2023.”

Mark S. Katz has served as our Executive Vice President, General Counsel and Corporate Secretary since March 2020 after first joining Ryan Specialty in 2019 as Counsel for Insurance Services. Prior to joining Ryan Specialty, Mr. Katz practiced law with boutique Manhattan-based insurance litigation firm Mound Cotton Wollan & Greengrass LLP from 1993 through 2018, litigating complex insurance coverage disputes throughout the United States. He was a partner with the firm from 2002 through 2018 and served as the firm’s Administrative Partner and on its hiring and compensation committees for numerous years. Mr. Katz earned his Bachelor of Arts from Syracuse University, Maxwell School of Citizenship and Public Affairs in 1990 and his Juris Doctor from Hofstra University School of Law in 1993, where he was an editor of the Hofstra Law Review.

Brendan M. Mulshine has served as our Executive Vice President and Chief Revenue Officer since 2020 and previously served as our Executive Vice President and Managing Director since 2012. From 1995 to 2012, Mr. Mulshine held various leadership positions at Aon Re, working with domestic and global insurance company clients on their reinsurance capital needs. Mr. Mulshine began his career practicing law in New York City. He earned a Bachelor of Arts from Yale College, a Juris Doctor from the University of Notre Dame School of Law, and a Master of Business Administration from Northwestern University’s Kellogg School of Management.

Lisa J. Paschal has served as our Senior Vice President and Chief Human Resources Officer since 2014. From 2005 to 2014, Ms. Paschal was Senior Vice President of Human Resources with Argo Group. Ms. Paschal also was Assistant Vice President at Hartford Financial Services from 1998 to 2004, and she managed Employee Relations at Hess Oil from 1995 to 1997. Ms. Paschal practiced employment and family law in Houston, Texas. She earned a Bachelor of Education and a Master of Education from the University of Missouri—Columbia, as well as a Juris Doctor from South Texas College of Law.

Timothy W. Turner—see biography under “Proposal No. 1 Election of Directors – Class I Directors: Nominees.”

 

					2022 Proxy Statement  24

Michael T. VanAcker has served as our Executive Vice President and Chief Operating Officer since March 2021. Previously, Mr. VanAcker served as the Chief Operating Officer of RT Specialty from 2016 to 2021, leading the financial, accounting, and operational oversight of the Wholesale Brokerage and Binding Authority specialties. He also served as RT Specialty’s Controller from 2014 to 2016. From 2011 to 2013, Mr. VanAcker served under Ryan Specialty’s Global Controller and CFO and was named Ryan Specialty’s first Director of FP&A in 2013. Before joining our Company, Mr. VanAcker was a Senior Associate in PricewaterhouseCoopers’ Assurance practice. Mr. VanAcker earned a dual degree Bachelor of Science in Finance and Accounting from the University of Illinois at Urbana-Champaign. He also is a Certified Public Accountant.

Family Relationships

Brendan M. Mulshine is married to the niece of Patrick G. Ryan.

 

					2022 Proxy Statement  25

PROPOSAL NO. 2:

RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of our Board has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022 and is seeking ratification of this selection by our stockholders at the Annual Meeting. Deloitte & Touche LLP has audited our financial statements since the fiscal year ended 2011. Services provided to the Company and its subsidiaries by Deloitte & Touche LLP for the year ended December 31, 2021 are described below and under “Audit Committee Report.” Representatives of Deloitte & Touche LLP are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and we expect that they will be available to respond to appropriate questions.

Neither our Bylaws nor other governing documents or law require stockholder ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm. The Audit Committee, however, is submitting the selection of Deloitte & Touche LLP to our stockholders for ratification as a matter of good corporate practice. If our stockholders fail to ratify the selection, the Audit Committee will reconsider whether to retain Deloitte & Touche LLP. Even if the selection is ratified, the Audit Committee in its discretion may direct the appointment of a different independent registered public accounting firm at any time during the year if they determine that a change would be in the best interests of the Company and our stockholders.

Audit and Non-Audit Fees and Services

The following table provides information regarding the fees incurred to Deloitte & Touche LLP during the years ended December 31, 2021 and 2020. All fees described below were approved by the Audit Committee.

 

		Year Ended December 31,
		2021				2020
Audit Fees(1)			868,487				1,470,910
Audit Related Fees(2)			10,000				812,070
Tax Fees(3)			–				–
All Other Fees(4)			–				9,745
Total Fees			878,487				2,292,726

 

(1)

Audit Fees paid to Deloitte & Touche LLP for 2021 and 2020 were for professional services associated with the annual audit of our consolidated financial statements, the reviews of our quarterly consolidated financial statements and the issuance of consents and comfort letters in connection with registration statement filings with the SEC.

 

(2)

Audit-Related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our consolidated financial statements and are not reported under “Audit Fees.” Fees include the audit of the 401k plan, review of a subsidiary’s financial statements for regulatory reporting purposes, accounting consultations, and SEC-related matters.

 

(3)	Tax Fees consist of fees for tax compliance, tax advice and tax planning. No such services were provided by Deloitte & Touche LLP in either period.

 

(4)	All Other Fees include any fees billed that are not audit, audit-related or tax fees.

Audit Committee Pre-Approval Policies and Procedures

Before Deloitte & Touche LLP is engaged by the Company to render audit or non-audit services, our Audit Committee must review the terms of the proposed engagement and pre-approve the engagement. The Audit Committee may delegate authority to one or more of the members of the Audit Committee to provide these pre-approvals for audit or non-audit services, provided that the person or persons to whom authority is delegated must report the pre-approvals to the full Audit Committee at its next scheduled meeting. Audit Committee pre-approval of non-audit services (other than review and attest services) are not required if those services fall within available exceptions established by the SEC.

The Audit Committee pre-approved all audit, audit-related, tax and other services provided by Deloitte & Touche LLP for the fiscal years 2021 and 2020

 

					2022 Proxy Statement  26

Vote Required

The affirmative vote of the majority of the voting power of the shares present or represented by proxy at the virtual Annual Meeting and entitled to vote is required for ratification. Votes to “Abstain” are treated as cast “Against” Proposal 2.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the Proxy Card or, if no direction is given, then FOR the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.

 

		The Audit Committee and the Board recommend a vote “FOR” the ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm.

 

					2022 Proxy Statement  27

AUDIT COMMITTEE REPORT

Since its formation in connection with our IPO in July 2021, the Audit Committee is composed of four independent directors (as defined by the NYSE listing standards). Our Audit Committee operates under a written charter, which is posted on our website at ir.ryansg.com. As provided in the charter, the Audit Committee’s oversight responsibilities include monitoring the integrity of our financial statements (including reviewing financial information, the systems of internal controls, the audit process, and the independence and performance of our internal audit function and independent registered public accounting firm) and our compliance with legal and regulatory requirements. However, management has the primary responsibility for the financial statements and the reporting process, including our systems of internal controls. In fulfilling its oversight responsibilities, the Audit Committee:

 

•

reviewed and discussed the audited financial statements for the year ended December 31, 2021 with our management;

 

•

discussed with our independent auditors, Deloitte & Touche LLP, the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC; and

 

•

received the written disclosures and the letter from Deloitte & Touche LLP required by applicable requirements of the PCAOB regarding Deloitte & Touche LLP’s communications with the Audit Committee concerning independence and has discussed with Deloitte & Touche LLP the independence of Deloitte & Touche LLP.

Based on the Audit Committee’s review and discussions noted above, the Audit Committee recommended to the Board that the audited financial statements be included in our Annual Report on Form 10-K for the year ended December 31, 2021.

Respectfully submitted by:

David P. Bolger (Chair)

Henry S. Bienen

Michelle Collins

William J. Devers

 

					2022 Proxy Statement  28

PROPOSAL NO. 3:

ADVISORY (NON-BINDING) VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION

Recognizing that executive compensation is an important matter for our stockholders, and in accordance with SEC rules, we are asking our stockholders to approve an advisory resolution on the compensation of our named executive officers (“NEOs”) as disclosed in this Proxy Statement.

This proposal, commonly known as a “say-on-pay” proposal, is not intended to address any specific item of compensation, but rather the overall compensation of our NEOs and our executive compensation philosophy, policies and practices as described in this Proxy Statement. Although the voting results are not binding, the Board and the Compensation and Governance Committee will take into account the results of the vote when considering future executive compensation arrangements.

We encourage our stockholders to read the Compensation Discussion and Analysis, which immediately follows this proposal. The Compensation Discussion and Analysis describes in more detail our executive compensation program and related policies and practices and explains the decisions the Compensation and Governance Committee has made under this program and the factors considered in making those decisions. We also encourage our stockholders to review the 2021 Summary Compensation Table elsewhere in this Proxy Statement and other related compensation tables and narratives, which provide detailed information on the compensation of our named executive officers.

Accordingly, we ask our stockholders to vote “FOR” the approval, on an advisory basis, of the overall compensation of the Company’s NEOs, as disclosed in this Proxy Statement, including sections “Executive Compensation: Compensation Discussion and Analysis” and “Executive Compensation: Compensation Tables and Disclosure.”

Stockholders are required to provide a non-binding advisory vote on executive compensation every one, two or three years. The next time our stockholders will be given an opportunity to vote on a say-on-pay proposal will be determined by the Board in conjunction with the voting results from Proposal 4.

Vote Required

The affirmative vote of the majority of the voting power of the shares present or represented by proxy at the virtual Annual Meeting and entitled to vote is required for approval of the advisory (non-binding) resolution. Votes to “Abstain” are treated as cast “Against” this proposal and broker non-votes will have no effect on the vote for this proposal.

Holders of proxies solicited by this Proxy Statement will vote the proxies received by them as directed on the Proxy Card or, if no direction is given, then FOR the advisory (non-binding) resolution to approve the overall compensation of the Company’s NEOs as described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

 

		The Board recommends a vote “FOR” the advisory (non-binding) resolution to approve the overall compensation of the Company’s named executive officers, described in this Proxy Statement pursuant to the compensation disclosure rules of the SEC.

 

					2022 Proxy Statement  29

EXECUTIVE COMPENSATION:

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (“CD&A”) describes our compensation philosophy and provides an overview analysis of (i) our 2021 compensation programs and policies for our NEOs; (ii) the material compensation decisions made by the Compensation and Governance Committee of our Board under those programs and policies as reflected in the executive compensation tables that appear following this CD&A; and (iii) the material factors that the Compensation and Governance Committee considered and the process it utilized in making those decisions.

Our Named Executive Officers

Our 2021 NEOs, as defined under applicable SEC rules, are:

 

•

Patrick G. Ryan (Chairman of the Board and Chief Executive Officer)

 

•

Timothy W. Turner (President)

 

•

Jeremiah R. Bickham (Executive Vice President and Chief Financial Officer)

 

•

Mark S. Katz (Executive Vice President, General Counsel and Corporate Secretary)

 

•

Michael T. VanAcker (Executive Vice President and Chief Operating Officer)

 

•

Diane M. Aigotti (Former Chief Financial Officer)

Summary of Our Executive Compensation Practices

We developed and maintain a comprehensive compensation and governance framework that we believe is aligned with market practices and standards.

What We Do:

 

✓	Annual “say-on-pay” vote (as recommended by the Board and management).

 

✓	Independent compensation consultant selected, engaged and overseen by the Compensation and Governance Committee.

 

✓	A substantial majority of total compensation for executives is tied to performance.

 

✓	Compensation and Governance Committee oversight of risks associated with compensation policies and practices.

What We Don’t Do:

 

x	No backdating of share options and no option repricing without stockholder approval.

 

x	No excise tax gross-ups.

 

x	No hedging or pledging of Company Stock by directors, executive officers or employees.

 

 

					2022 Proxy Statement  30

Compensation Philosophy

Our compensation philosophy is focused on the following objectives:

 

Objective		How we accomplish this objective
Alignment with Stockholders		•  Annual bonus program tied to key business objectives, which lead to long-term stockholder value creation   •  Long-term incentives vest over multiple years and reward for sustained stockholder value creation   •  IPO awards are subject to lock-up provisions
Attract and Retain		•  Maintain competitive compensation for executives that is based upon job responsibilities, experience, individual performance, and comparisons to the market
Pay for Performance		•  Majority of executive compensation is delivered in the form of variable, at-risk compensation   •  Annual incentive plan payouts are determined based on financial performance   •  The Compensation and Governance Committee establishes rigorous targets for the annual incentive plan   •  Long-term incentives are delivered in the form of stock options, which reward participants for increasing the stock price, and restricted stock units, which directly align executives to the stockholder experience
Sound Risk Management		•  Conduct an annual risk assessment of our executive compensation programs   •  Compensation and Governance Committee is made up of independent directors and retains an independent compensation consultant   •  Incorporate a variety of corporate governance and compensation best practices

Our Executive Compensation Program in Detail

Our Pay Philosophy

Base Salary

We strive to be the employer of choice for the top-talent in our industry and our goal is to always hire top tier talent throughout our Company, including our executive officers. As a result, our Compensation and Governance Committee sets base salary above the median of the compensation landscape. In line with the Compensation and Governance Committee’s compensation philosophy, exceptional performance by executive officers is generally rewarded through short-term incentives (“STI”) and/or long-term incentives (“LTI”) awards and not through base salaries. Adjustments to base salaries are made by the Compensation and Governance Committee to reflect changes in responsibilities or when competitive market or internal conditions warrant.

The base pay for our NEOs was not increased (or otherwise adjusted) from 2021 to 2022. The following table sets forth the base pay for each of our NEOs for 2021 as approved by the Compensation and Governance Committee.

 

Named Executive Office(1)		2021 Base Pay
Patrick G. Ryan			1,375,000
Timothy W. Turner			1,200,000
Jeremiah R. Bickham			600,019
Mark S. Katz			575,000
Michael T. VanAcker			600,007

 

(1)	Diane Aigotti, who resigned from the Company on March 1, 2021, is not included in the table.

Prior to the IPO, Mr. Ryan did not receive compensation for his services to the Company. His annualized base pay was set by the Compensation and Governance Committee at $1,375,000 in 2021, at the time of the IPO, and he began receiving compensation from July 21, 2021 through year end.

 

					2022 Proxy Statement  31

Short-Term Incentive Compensation

STI awards are an integral component of our NEOs’ total compensation and are based on our financial results and individual performance. They are intended to deliver exceptional pay for exceptional performance and provide a well-timed link between recent performance and individual compensation.

Each NEO is eligible to receive an annual STI award expressed as a percentage of their base salary. STI target ranges for the Company’s executive officers, including the NEOs, were established by the Compensation and Governance Committee in 2021 following a thorough evaluation of our executive officers’ total compensation and market practices and generally reflect pre-IPO STI targets. The Compensation and Governance Committee considers an executive officer’s total compensation when determining any change to a particular component of compensation. Bonus targets were not modified for 2022.

 

Named Executive Officer(1)		2021   Bonus Target %
Patrick G. Ryan				200	%
Timothy W. Turner				200	%
Jeremiah R. Bickham				150	%
Mark S. Katz				150	%
Michael T. VanAcker				125	%

 

(1)	Diane Aigotti, who resigned from the Company on March 1, 2021, is not included in the table.

The determination of the actual STI for 2021 was at the discretion of the Compensation and Governance Committee which decided to award each of the NEOs the full amount of their target STI bonus based on the exceptional performance of the Company for the year ended December 31, 2021. Mr. Ryan’s bonus reflects his target bonus of 200% of base pay as pro-rated at 50% to closely coincide with the period of time (commencing with our IPO) for which he was paid compensation in 2021. The Compensation and Governance Committee recommended that Mr. Ryan receive his full target bonus based on his annual salary without pro ration, inasmuch as he served as the Company’s CEO for all of 2021. Mr. Ryan declined that additional Target Bonus compensation.

The Compensation and Governance Committee determined that Target Bonus percentage for 2022 (that will be paid in 2023) will remain the same as they were in 2021 but will be determined based on the Company achieving predetermined metrics for Organic Revenue Growth and Adjusted EBITDAC Margin, as well as individual achievement as determined by the Compensation and Governance Committee.

Long-Term Incentive Compensation

All equity holdings in Ryan Specialty Group, LLC were converted to equity in a new holding company, New RSG Holdings, LLC (“New RSG Holdings”), that was formed as a Delaware limited liability company on April 20, 2021, for the purpose of becoming an intermediate holding company between Ryan Specialty Group Holdings, Inc., and Ryan Specialty Group, LLC. On September 30, 2021, in accordance with a series of contribution agreements, the Company, the non-controlling interest LLC Unitholders of Ryan Specialty Group Holdings, LLC (LLC Unitholders”) and New RSG Holdings exchanged equity interests in Ryan Specialty Group, LLC for LLC Common Units (as defined below) in New RSG Holdings, with the intent that New RSG Holdings be the new holding company for Ryan Specialty Group, LLC interests. All new incentive equity relating to LLC Common Units granted after September 30, 2021 will be issued in New RSG Holdings. As Ryan Specialty Group, LLC is substantively the same as New RSG Holdings, for the purpose of this document, we will refer to both New RSG Holdings and Ryan Specialty Group, LLC as “RSG LLC”.

Our publicly traded stock differentiates Ryan Specialty from most of our competition by providing us with a unique currency to attract and retain talent. We believe that our executive officers, including our NEOs, should have a significant equity stake in the Company to incentivize performance, align their interest with one another and our stockholders and facilitate retention. Many of our executive officers held significant equity in the Company from prior to our IPO. We further used the IPO as an opportunity to provide significant new “staking grants” to some of our executive officers in order to bring them on par with their similarly situated colleagues. The staking grants vest over five or ten year periods, depending on the nature of the grant and the particular circumstances of each recipient. We are now in a position where we believe the equity held by most of our executive officers accomplishes the goals of incentivization, alignment and retention for the near term. Accordingly, we do not foresee the need to

 

					2022 Proxy Statement  32

provide annual grants to most of our executive officers in the near term. As the current equity grants vest over time, we will need to consider an annual grant program for executive officers in order to maintain our objectives. The outstanding LTI awards held by our NEOs consist of (i) LLC Common Units (as defined below), (ii) Class C Units (as defined below) and (iii) RLUs (as defined below).

Common Units

Prior to our IPO, some of our NEOs held awards of common units pursuant to the Limited Liability Company Agreement of Ryan Specialty Group, LLC (the “Original Units”). The Original Units were profits interests that represented actual, voting equity interests meant to enable certain employees to share in our financial success after our preferred unitholders received a certain level of return on their investment. The Original Units entitled unitholders to a percentage of future distributions, but only after all preferred unitholders had received cumulative cash distributions of a certain multiple return and only to the extent that distributions exceeded the return threshold associated with such Original Units.

The Original Units were subject to time-based vesting and generally vested in five equal annual installments beginning on the first anniversary of the date of grant, subject to the NEO’s continued employment with us through each vesting date.

In connection with the IPO, the Original Units were converted into non-voting common units in RSG LLC (“LLC Common Units”), subject to the same vesting and forfeiture provisions as the Original Units. Vested LLC Common Units are exchangeable into Class A common stock at the election of the holder, provided that the Company may elect to deliver cash in lieu of stock.

Class C Common Incentive Units

Certain of our NEOs hold Class C Common Incentive Units in RSG LLC (“Class C Units”), which are profits interests that entitle the holder to a percentage of future distributions of RSG LLC, but only after a specified return threshold is met.

Certain of these Class C Units were granted in connection with the conversion of the Original Units into LLC Common Units (such Class C Units, the “Reload Class C Units”) and were intended to ameliorate the recipients’ otherwise reduced percentage of future value accretion following the conversion of their “appreciation only” Original Units into a smaller number of “full value” LLC Common Units. The Reload Class C Units are subject to time-based vesting, and vest either 1/3 on each of the third, fourth and fifth anniversaries of the IPO or 100% on the third anniversary of the IPO, in each case, subject to the NEO’s continued employment through each vesting date (other than for those exceptions provided in the award agreement).

Other Class C Units were granted as new awards to certain NEOs in connection with the IPO (the “Staking Class C Units”) and are intended to reward future performance. The Staking Class C Units are subject to time vesting and vest 10% on each of the third through ninth anniversaries of the IPO, with the final 30% vesting on the tenth anniversary of the IPO, in each case, subject to the NEO’s continued employment through each vesting date (other than for those exceptions provided in the award agreement). Vested Class C Units (both Reload Class C Units and Staking Class C Units) are exchangeable into a number of shares of Class A common stock of equivalent economic value at the election of the holder, provided that the Company may elect to deliver cash in lieu of stock.

Restricted LLC Units

Mr. VanAcker received a grant of restricted LLC units in RSG LLC (“RLUs”) in connection with our IPO. Each RLU represents the right to receive one fully-vested LLC Common Unit upon vesting. The RLUs vest 10% on each of the third through ninth anniversaries of the IPO, with the final 30% vesting on the tenth anniversary of the IPO, in each case, subject to Mr. VanAcker’s continued employment through each vesting date (other than for those exceptions provided in the award agreement).

Treatment of Long-Term Incentive Awards Upon a Termination of Employment

For LTI awards issued in conjunction with the IPO, If an NEO’s employment is terminated (i) by us without “cause,” (ii) due to the NEO’s death or disability or (iii) the NEO retires in good standing (as determined by the Board) after reaching the age of 65 (a “Qualified Retirement”), and, in each case, subject to the NEO’s continued compliance with the restrictive covenants set forth in the applicable grant agreement (a) the unvested LLC Common Units and Class C Units held by the NEO will continue to vest as if the

 

					2022 Proxy Statement  33

NEO remained employed with us through each vesting date and (b) the unvested RLUs held by the NEO will fully vest as of the date of such termination. Upon any other termination of employment, any unvested LLC Common Units, Class C Units and RLUs will be forfeited.

For LTI awards issued as of March 2022 and thereafter, in the event an NEO’s employment with us is terminated by us without “Cause,” the award agreements generally provide that only the next tranche of equity not yet vested will continue to vest (for Class C Units and LLC Common Units) or vesting will accelerate (for RLUs). All other unvested equity will be forfeit. In the event of death or disability, Class C Units and LLC Common Units will continue to vest and the vesting of RLUs will accelerate. The concept of a Qualified Termination has been eliminated from the grant agreements.

Other Benefits for Named Executive Officers

Employee Welfare Benefit Plans

Our NEOs are eligible to participate in the medical, life insurance and other welfare benefits available to all other colleagues. There are no special medical plans or other welfare plans for our NEOs.

Retirement Benefits

We have not maintained, and do not currently maintain, a defined benefit pension plan. We currently make available a retirement plan intended to provide benefits under Section 401(k) of the Internal Revenue Code, pursuant to which employees (including our NEOs) may elect to defer a portion of their compensation on a pre-tax basis and have it contributed to the plan. Pre-tax contributions are allocated to each participant’s individual account and are then invested in selected investment alternatives according to the participant’s directions. We have historically matched 50% of elective deferrals up to a maximum per participant per calendar year. All employee contributions to our 401(k) plan are 100% vested at all times. Employer contributions vest over three years, such that all employer contributions to our 401(k) plan are fully vested for employees who remain employed by us for at least three years. All contributions under our 401(k) plan are subject to certain annual dollar limitations in accordance with applicable laws, which are periodically adjusted for changes in the cost of living. Matching employer contributions are not guaranteed for any year.

We also sponsor the Ryan Specialty Group Nonqualified Deferred Compensation Plan (the “Nonqualified Deferred Compensation Plan”), which allows certain highly compensated employees to defer a portion of their base salary and STI bonus to a later date pursuant to an advance deferral election. As of December 31, 2021, none of our Named Executive Officers has participated in the Nonqualified Deferred Compensation Plan

Our LTI awards provide for continued vesting on their original vesting schedule (or, in the case of RLUs, accelerated vesting) in the case of a Qualified Retirement. See “Long-Term Incentive Compensation — Treatment of Long-Term Incentive Upon a Termination of Employment,” above, for more information.

Severance Plan

The Compensation and Governance Committee believes that severance benefits are a necessary component of a competitive compensation program because they minimize distraction and ensure continuity during times of uncertainty or transition, including during a change in control. In certain circumstances, such benefits are consideration for an executive’s agreement not to compete. Set forth below is a summary of the termination arrangements we have with our NEOs as of December 31, 2021. All NEOs are participants in the Ryan Specialty Group Services, LLC Executive Severance Plan (the “Severance Plan”) as further described below.

 

					2022 Proxy Statement  34

Under the Severance Plan, the Company will provide different benefits depending on whether the severance to be provided relates to a qualifying termination within six months prior to or 18 months following a “Change in Control” (as defined in the Severance Plan) (a “Change-in-Control Termination”) or a termination outside of such time period (a “Non-Change-in-Control Termination”). For a qualifying termination, our NEOs will be entitled to the following benefits:

 

		Non-Change-in Control Termination		Change-in-Control Termination
Qualifying Termination		Termination without cause or by employee for good reason		Termination without cause or by employee for good reason
Cash Severance Multiple		CEO and President: 1.5 X Base Salary and Target Bonus   All other NEOs: 1.0 X Base Salary and Target Bonus		All NEOs: 2.0 X Base Salary and Target Bonus
Pro-Rata Bonus in Year of Termination		Pro-rated and paid at the end of the period based on actual performance		Pro-rated and paid in a lump sum following the qualifying termination based on Target Bonus
Benefits		Health and welfare benefits will be provided for:   •  18 Months for the CEO and President   •  12 Months for all other NEOs		Health and welfare benefits will be provided for:   •  24 Months for all NEOs
Restrictive Covenants		Post-employment non-compete and non-solicit for:   •  18 Months for the CEO and President   •  12 Months for all other NEOs		Post-employment non-compete and non-solicit for:   •  24 Months for all NEOs

For additional details on payments that may be due to our NEOs in certain termination scenarios, see “Compensation Tables — Potential Payments to Named Executive Officers Upon Termination and/or Change of Control.”

Compensation Decision Process and Methodology

Role of the Compensation and Governance Committee

The Compensation and Governance Committee is responsible for evaluating the compensation levels for each of our NEOs and for administering the Company’s executive compensation program. The Compensation and Governance Committee reviews and approves all components of executive compensation for our NEOs, including our CEO. In addition, each year, the Compensation and Governance Committee reviews and approves the corporate goals and key objectives related to our NEOs’ compensation, evaluates their performance in light of those goals and objectives and determines and approves their compensation, including for our CEO. Each year the Compensation and Governance Committee also reviews, among other things, proxy season trends and stockholder feedback and the compensation risk assessment. The Compensation and Governance Committee also reviews talent, culture, diversity, equity and inclusion initiatives, as well as its charter, responsibilities, and annual calendar.

Compensation Risk Analysis

In reviewing the Company’s pay programs, the Compensation and Governance Committee considers whether the programs encourage unnecessary or excessive risk taking that might have an adverse impact on the Company. At the request of the committee, the Company’s independent compensation consultant, Frederic W. Cook & Co. (“FW Cook”), completed a Compensation Risk Assessment of the Company’s compensation programs. The risk assessment included a review of the design and features of the Company’s incentive compensation programs in place, as well as an evaluation of program structure and philosophy, design characteristics, performance management and governance practices relative to compensation risk factors. The compensation risk assessment resulted in FW Cook and the Compensation and Governance Committee agreeing that the Company’s compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company.

 

					2022 Proxy Statement  35

Role of External Compensation and Governance Committee Consultant

The Compensation and Governance Committee has the independent authority to hire external consultants as well as the sole authority to retain and terminate the services of its consultant. As noted, in 2021, the committee engaged FW Cook as its independent consultant.

During the course of 2021, FW Cook worked directly under the guidance of the Compensation and Governance Committee, in cooperation with management, to assist the committee with executing its executive compensation-related responsibilities. In such role, the Compensation and Governance Committee’s consultant served as an objective third-party advisor in assessing the reasonableness of compensation levels and the appropriateness of the design of the evolving compensation program structure in supporting the current and future business strategy and human resource objectives. FW Cook attended all of the formal meetings of the Compensation and Governance Committee during 2021.

During 2021, FW Cook supported the Compensation and Governance Committee by assisting with the design and administration of the Company’s executive compensation pay practices, including:

 

•

reviewing and providing input on the peer group used to benchmark executive pay;

 

•

assessing the market pay data used to inform 2021 pay decisions;

 

•

providing input on the pay decisions for the Company’s executive officers, including pay mix and levels;

 

•

reviewing and providing input on the Company’s STI and LTI plan designs;

 

•

preparing the Company’s Compensation Risk Assessment;

 

•

assessing any necessary compensation philosophy changes on account of the Company becoming a public company;

 

•

reviewing and providing input on the Company’s compensation philosophy;

 

•

reviewing and providing input on the Company’s Executive Severance Plan;

 

•

providing a review and recommendation for non-employee director compensation; and

 

•

keeping the Compensation and Governance Committee informed of changes in the regulatory or governance environment for executive compensation issues.

The Compensation and Governance Committee was provided compensation market data and inputs from FW Cook. The Compensation and Governance Committee used that data and analysis to ensure that the compensation practices were consistent with the compensation philosophy and objectives for both the amount and composition of executive compensation. Based on the data and analysis provided by FW Cook as well as information from management, and outside counsel, the committee applied business judgment in recommending and approving compensation awards, taking into account the dynamic nature of the businesses and the adaptability and response required by senior leadership to manage change.

Other than serving as the consultant to the Compensation and Governance Committee, FW Cook provides no other services to the Company. The committee determined that, based on the factors specified in the NYSE listing rules, FW Cook’s services produced no conflicts of interest, and it is an independent advisor to the Compensation and Governance Committee.

Role of our CEO and Management

Our CEO does not participate in the Compensation and Governance Committee’s determination of his own compensation. He does, however, make recommendations to the committee for each of the other NEOs. The CEO bases these recommendations on overall Company financial performance for the fiscal year as described above along with his informed assessment of each NEOs individual performance and contributions. The Compensation and Governance Committee reviews and considers the CEO’s recommendations, makes adjustments as it determines appropriate, and approves compensation in its sole discretion.

Use of Peer Company Data

In making its determinations for fiscal year 2021, the Compensation and Governance Committee considered publicly available information of a select group of peer companies as well as survey data from the Company’s compensation surveys to inform the pay levels and structures for the Company’s executives. All compensation data used was supported by FW Cook as the Compensation and Governance Committee’s independent compensation consultant.

 

					2022 Proxy Statement  36

The peer group was selected by the Compensation and Governance Committee, in consultation with FW Cook and input from management, on the comparability of the business operations of potential peer group companies, including reasonably comparable size (based on revenue and market capitalization) and industry. Information about the peer group companies was used to inform decisions regarding pay levels and mix and program design.

For conducting a competitive assessment of the compensation levels for the Company’s executives for fiscal year 2021, the Compensation and Governance Committee approved the below peer group of 18 companies.

 

•  Goosehead Insurance, Inc   •  Crawford & Co.   •  Waddell & Reed Financial   •  Argo Group International Holdings, Ltd.   •  RLI Corp.   •  Brown & Brown, Inc.   •  Marsh & McLennan Companies, Inc.   •  Selective Insurance Group, Inc.   •  Willis Towers Watson PLC		•  Hanover Insurance Group, Inc.   •  Arthur J. Gallagher & Co.   •  CBIZ, Inc.   •  Aon PLC   •  Primerica, Inc   •  AXIS Capital Holdings Limited   •  BRP Group, Inc.   •  Erie Indemnity Company   •  FBL Financial Group, Inc.

 

					2022 Proxy Statement  37

COMPENSATION COMMITTEE REPORT

This report is submitted by the Compensation and Governance Committee to the stockholders of Ryan Specialty Group Holdings, Inc. The Compensation and Governance Committee consists solely of non-employee directors who are independent, as determined by the Board in accordance with the Company’s guidelines and NYSE listing standards.

The Compensation and Governance Committee has reviewed, and discussed with management, the Compensation Discussion and Analysis contained in this Proxy Statement, and based on this review and discussion, recommended to the Board that it be included in this Proxy Statement.

Submitted by the Compensation and Governance Committee of the Board of Directors of Ryan Specialty Group Holdings, Inc.

D. Cameron Findlay (Chair)

Robert Le Blanc

Andrew J. McKenna

John W. Rogers, Jr.

 

					2022 Proxy Statement  38

EXECUTIVE COMPENSATION:

COMPENSATION TABLES AND DISCLOSURE

Summary Compensation Table

The following table sets forth the total compensation earned for services rendered in 2021 by Patrick G. Ryan (CEO), Jeremiah R. Bickham (CFO) and the Company’s three other most highly compensated executive officers, collectively our NEOs, for the fiscal year ended December 31, 2021. In addition, we are providing compensation information for Diane M. Aigotti, the Company’s former CFO, who resigned from her employment with the Company on March 1, 2021.

 

Name and Principal Position		Year				Salary ($)				Bonus ($)(2)				Stock Awards ($)(3)				Option Awards ($)(4)				All Other Compensation ($)(5)				Total ($)
Patrick G. Ryan(1) Founder, Chairman of the Board and Chief Executive Officer			2021			$	581,731			$	1,875,000			$	—			$	—			$	—			$	2,456,731
			2020				—				—				—				—				—				—
Timothy W. Turner President Ryan Specialty; Chairman and CEO RT Specialty			2021				1,200,000				3,140,000				3,839,798				528,773				57,750				8,766,321
			2020				1,200,000				2,600,000				—				—				854,656				4,654,656
Jeremiah R. Bickham Chief Financial Officer			2021				535,402				1,263,031				201,713				8,184,369				9,750				10,194,265
			2020				315,393				670,010				—				—				9,750				995,153
Mark S. Katz Executive Vice President, General Counsel and Corp Secretary			2021				557,692				1,222,875				745,159				6,729,995				15,750				9,271,472
			2020				500,000				700,000				—				—				15,750				1,215,750
Michael T. VanAcker Chief Operating Officer			2021				557,313				883,752				1,371,822				19,951				9,750				2,842,588
			2020				411,539				718,750				—				—				9,750				1,140,039
Diane M. Aigotti(6) Former Chief Financial Officer			2021				129,159				—				—				—				13,660,968				13,790,127
			2020				723,100				1,595,045				—				—				14,940				2,333,085

 

(1)

Prior to the IPO, Mr. Ryan, our founder, did not receive compensation for his services to the Company. His annualized base pay was set by the Compensation and Governance Committee at $1,375,000 in July 2021 at the time of the IPO, and the dollar amount in this table reflects payment from July 21, 2021 through year end. Mr. Ryan’s Bonus reflects his Target Bonus of 200% of base pay as pro-rated at 50% to closely coincide with the period of time for which he was compensated in 2021, combined with an award of a special cash bonus of $500,000 at the time of the IPO for the extraordinary effort that was required to complete our IPO. The Compensation and Governance Committee recommended that Mr. Ryan receive his full Target Bonus based on his annual salary, without pro ration, inasmuch as he served as the Company’s CEO for all of 2021 and a $500,000 bonus (in addition to the $500,000 IPO bonus) relating to the Company’s exceptional achievements in 2021, commensurate with additional bonuses paid to other executives. Mr. Ryan declined that additional compensation. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Additional Bonus” for additional information.

 

(2)

The amounts reported in this column for 2021 reflect (i) amounts earned for Company performance for 2021 under our annual STI bonus program, (ii) an award of a special cash bonus at the time of the IPO for the extraordinary effort that was required to complete our IPO and (iii) the cash component of the additional bonus that was awarded for the Company’s exceptional achievements in 2021. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Additional Bonus” for additional information. Bonuses set forth in (ii) above were paid in 2021; bonuses set forth in (i) and (iii) above were paid in early 2022.

 

(3)

Amounts reported in this column represent (i) the aggregate grant date fair value of RLUs and (ii) the incremental value associated with the conversion of each NEO’s unvested Original Units in RSG LLC into LLC Common Units as of the date of such modification, in each case, calculated in accordance with Financial Accounting Standards Board ASC Topic 718. The assumptions used in calculating the grant date fair value of the RLUs and the incremental modification value of the LLC Common Units, in each case pursuant to Topic 718, reported in this column are set forth in Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

(4)

Amounts reported in this column represent the aggregate grant date fair value of Class C Units calculated in accordance with Financial Accounting Standards Board ASC Topic 718. The assumptions used in calculating the grant date fair value of the Class C Units pursuant to Topic 718 reported in this column are set forth in Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

(5)

Amounts reported in this column for “All Other Compensation” in 2021 include, for (i) Mr. Turner, Company contributions under our 401(k) plan of $9,750, housing allowance of $24,000, and car allowance of $24,000, (ii) Messrs. Bickham and VanAcker, Company contributions under our 401(k) plan of $9,750, each, (iii) Mr. Katz, Company contributions under our 401(k) plan of $9,750 and car allowance of $6,000 and (iv) Ms. Aigotti, Company contributions under our 401(k) plan of $3,875 and amounts received pursuant to her separation letter agreement dated

 

					2022 Proxy Statement  39

February 23, 2021 composed of (a) $2,750,000 for transition benefits, (b) $41,629 for reimbursement of legal expenses, (c) $500,000 in consulting fees and (d) $10,365,464 of accelerated equity awards. See “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table—Named Executive Officers’ Employment Agreements—Agreement with Diane M. Aigotti” for more information regarding the payments to Ms. Aigotti.

 

(6)	Ms. Aigotti resigned from her position on March 1, 2021.

Grants of Plan-Based Awards

The following table sets forth the grants of plan-based awards made to our NEOs during 2021.

 

Name		Grant Date					All Other Stock Awards: Number of Shares of Stock or Units #					All Other Options Awards: Number of Securities Underlying Units #					Exercise or Base Price of Option Awards ($/Share)(5)					Grant Date Fair Value of Stock and Option Awards ($)(6)
Patrick G. Ryan				—					—					—				$	—				$	—
Timothy W. Turner				7/21/2021	(1)				794,322					—					—					2,040,696
				7/21/2021	(2)				—					388,388					23.50					528,773
Jeremiah R. Bickham				7/21/2021	(1)				50,105					—					—					79,547
				7/21/2021	(2)				—					24.014					23.50					23,036
				7/21/2021	(3)				—					666,667					23.50					8,161,133
Mark S. Katz				7/21/2021	(1)				62,772					—					—					745,159
				7/21/2021	(2)				—					103,897					23.50					608,995
				7/21/2021	(3)				—					500,000					23.50					6,121,000
Michael T. VanAcker				7/21/2021	(1)				57,177					—					—					69,067
				7/21/2021	(2)				—					24,232					23.50					19,951
				7/21/2021	(4)				47,619										—					1,195,808
Diane M. Aigotti				—					—					—					—					—

 

(1)

Represents the conversion of each NEO’s unvested Original Units in RSG LLC into new LLC Common Units. While the LLC Common Units are subject to the same terms and conditions as the Original Units, which were outstanding prior to our July 2021 IPO, the conversion is being disclosed as a “grant” pursuant to the applicable disclosure rules. See “Outstanding Equity Awards at Fiscal Year End” below, for a description of the vesting terms applicable to the LLC Common Units.

 

(2)

Represents an award of Reload Class C Units in RSG LLC granted in connection with the conversion of our NEOs’ Original Units into LLC Common Units. The Reload Class C Units represent membership interests that are intended to constitute “profits interests” for federal income tax purposes. Notwithstanding that the Reload Class C Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option-like feature.” For Messrs. Bickham, VanAcker and Katz, the unvested Reload Class C Units options will vest 1/3 on each of July 22, 2024, July 22, 2025 and July 22, 2026, in each case, generally subject to continuous service through each vesting date. Mr. Turner’s Reload Class C Units (other than for those exceptions provided in the award agreement), 446 of which are held in a trust on behalf of his beneficiaries, will vest 100% on January 21, 2024.

 

(3)

Represents an award of Staking Class C Units in RSG LLC granted in connection with our IPO. The Staking Class C Units represent membership interests that are intended to constitute “profits interests” for federal income tax purposes. Notwithstanding that the Staking Class C Units do not require the payment of an exercise price, they are most similar economically to stock options. Accordingly, they are classified as “options” under the definition provided in Item 402(a)(6)(i) of Regulation S-K as an instrument with an “option- like feature.” The Staking Class C Units vest 10% on each July 22 from 2024 through 2030 and 30% on July 22, 2031, in each case, generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(4)

Represents an award of RLUs granted in connection with our IPO. Each RLU represents the right to receive LLC Common Units. The RLUs vest 10% on each July 22 from 2024 through 2030 and 30% on July 22, 2031, generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(5)	Represents the return threshold applicable to the Class C Units in RSG LLC.

 

(6)

Amounts reported in this column represent (i) the incremental value associated with the granting of the Reload Class C Units (ii) the aggregate grant date fair value of the Staking Class C Units and RLUs, and (iii) the incremental value associated with the conversation of each NEO’s unvested Original Units into LLC Common Units as of the date of such modification, in each case, calculated in accordance with Financial Accounting Standards Board ASC Topic 718. The assumptions used in calculating the grant date fair value of the Class C Units and RLUs and the incremental modification value of the LLC Common Units, in each case, pursuant to Topic 718 reported in this column are set forth in Note 14 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.

 

					2022 Proxy Statement  40

Outstanding Equity Awards at Fiscal Year-End

The following table sets forth the options and share-based awards held by our NEOs as of December 31, 2021.

 

		Option Awards																Share Awards
Name		Grant Date				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)(12)				Option Expiration Date				Number of Shares or Units of Stock That Have Not Vested (#)				Market Value of Shares or Units of Stock That Have Not Vested ($)(13)
Patrick G. Ryan			—				—			$	—				—				—			$	—
Timothy W. Turner			7/21/2021	(1)			388,388				23.50				n/a				—				—
			7/21/2021	(2)			—				—				—				794,322				32,050,893
Jeremiah R. Bickham			7/21/2021	(3)			666,667				23.50				n/a				—				—
			7/21/2021	(4)			24,014				23.50				n/a				—				—
			7/21/2021	(5)			—				—				—				50,105				2,021,737
Mark S Katz			7/21/2021	(6)			500,000				23.50				n/a				—				—
			7/21/2021	(7)			103,897				23.50				n/a				—				—
			7/21/2021	(8)			—				—				—				50,217				2,026,256
Michael T. VanAcker			7/21/2021	(9)			24,232				23.50				n/a				—				—
			7/21/2021	(10)			—				—				—				44,731				1,804,896
			7/21/2021	(11)			—				—				—				47,619				1,921,427
Diane M. Aigotti			—				—				—				—				—				—

 

(1)

Represents Reload Class C Units in RSG LLC granted to Mr. Turner in connection with the conversion of Mr. Turner’s Original Units into LLC Common Units. These Reload Class C Units vest 100% on July 21, 2024, generally subject to continuous service through such date other than for those exceptions provided in the award agreement.

 

(2)

Represents LLC Common Units in RSG LLC granted to Mr. Turner in exchange for his unvested Original Units in RSG LLC. The LLC Common Units are subject to the same terms and conditions as the Original Units, and vest as follows: 134,672 on April 2, 2022, 174,993 on April 15, 2022, 134,672 on April 2, 2023, 174,993 on April 15, 2023, and 174,992 on April 15, 2024, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(3)

Represents Staking Class C Units in RSG LLC granted to Mr. Bickham. These Staking Class C Units vest 10% on each July 22 of 2024 through 2030 and 30% on July 22, 2031, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(4)

Represents Reload Class C Units in RSG LLC granted to Mr. Bickham in connection with the conversion of Mr. Bickham’s Original Units into LLC Common Units. These Reload Class C Units vest 1/3 on each of July 22, 2024, July 22, 2025 and July 22, 2026, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(5)

Represents LLC Common Units in RSG LLC granted to Mr. Bickham in exchange for his unvested Original Units in RSG LLC. The LLC Common Units are subject to the same terms and conditions as the Original Units, and vest as follows: 12,229 on March 27, 2022, 18,938 on April 2, 2022 and 18,938 on April 2, 2023, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(6)

Represents Staking Class C Units in RSG LLC granted to Mr. Katz. These Staking Class C Units vest 10% on each July 22 of 2024 through 2030 and 30% on July 22, 2031, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(7)

Represents Reload Class C Units in RSG LLC granted to Mr. Katz in connection with the conversion of Mr. Katz’s Original Units into LLC Common Units. These Reload Class C Units vest 1/3 on each of July 22, 2024, July 22, 2025 and July 22, 2026, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(8)

Represents LLC Common Units in RSG LLC granted to Mr. Katz in exchange for his unvested Original Units in RSG LLC. The LLC Common Units are subject to the same terms and conditions as the Original Units, and vest as follows: 12,555 on September 1, 2022, 12,554 on September 1, 2023, 12,554 on September 1, 2024 and 12,554 on September 1, 2025, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(9)

Represents Reload Class C Units in RSG LLC granted to Mr. VanAcker in connection with the conversion of Mr. VanAcker’s Original Units into LLC Common Units. These Reload Class C Units vest 1/3 on each of July 22, 2024, July 22, 2025 and July 22, 2026, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

(10)

Represents LLC Common Units in RSG LLC granted to Mr. VanAcker in exchange for his unvested Original Units in RSG LLC. The LLC Common Units are subject to the same terms and conditions as the Original Units, and vest as follows: 12,240 on March 28, 2022, 16,246 on April 2, 2022 and 16,245 on April 2, 2023, in each case generally subject to continuous service through each vesting date other than for those exceptions provided in the award agreement.

 

					2022 Proxy Statement  41