Preliminary proxy statement not related to a contested matter or merger/acquisition

Pay vs Performance Disclosure

v3.25.1
Pay vs Performance Disclosure
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table     The following table sets forth information concerning the compensation of our Principal Executive Officers (“PEOs”) and
other NEOs (“Non-PEO NEOs”) for each of the fiscal years ending December 31, 2024, 2023, 2022 and 2021 and our
financial performance for each such fiscal year:
Value of Initial
Fixed $100
Investment
Based On:
Year(1)
Summary
Compen-
sation
Table
Total for
PEO
Ryan
($)(2)
Compen-
sation
Actually
Paid to
PEO
Ryan
($)(3)
Summary
Compen-
sation
Table
Total for
PEO
Turner
($)(4)
Compen-
sation
Actually
Paid to
PEO
Turner
($)(5)
Average
Summary
Compen-
sation
Table
Total
for Non-
PEO
NEOs
($)(6)
Average
Compen-
sation
Actually
Paid to
Non-
PEO
NEOs
($)(7)
Total
Stock-
holder
Return
($)(8)
Peer
Group
Total
Stock-
holder
Return
($)(9)
Net
Income
($ ,000)
Organic
Revenue
Growth
(%)(10)
2024
3,985,251
3,985,251
5,948,435
13,961,632
4,099,916
8,944,994
236
142
229,913
12.1%
2023
4,256,700
4,256,700
2,613,734
3,088,497
156
109
194,480
15.0%
2022
4,478,995
4,478,995
2,530,394
3,369,573
151
97
163,257
16.4%
2021
2,456,731
2,456,731
8,972,955
22,246,054
147
109
56,632
22.4%
     
Company Selected Measure Name     Organic Revenue Growth      
Named Executive Officers, Footnote     (2)Patrick G. Ryan was our PEO in 2021, 2022, 2023, and for part of 2024. Prior to our IPO, Mr. Ryan did not receive any salary for his
role as our Chief Executive Officer.
Timothy W. Turner became our PEO on October 1, 2024.(6)Our NEOs (other than our PEOs) for 2024 included Jeremiah R. Bickham, Janice M. Hamilton, Michael L. Conklin, Brendan M.
Mulshine, and Benjamin M. Wuller. Our NEOs (other than our PEO) for 2023 and 2022 included Timothy W. Turner, Jeremiah R.
Bickham, Mark S. Katz, and Brendan M. Mulshine. Our NEOs (other than our PEO) for 2021 included Timothy W. Turner, Jeremiah R.
Bickham, Mark S. Katz, Michael T. VanAcker, and Diane M. Aigotti. Diane M. Aigotti was our Chief Financial Officer until she resigned
from the Company on March 1, 2021.
      
Peer Group Issuers, Footnote     (9)Our Peer Group TSR for the relevant fiscal year represents the cumulative TSR of the S&P 500 Financials Sector Index, consistent
with the industry index used in our “Performance Graph” pursuant to Section 201(e) of regulation S-K as presented in Item 5 of our
Annual Report on Form 10-K. The Peer Group TSR is calculated from July 22, 2021, the first trading date of our Class A Common
Stock after our IPO, through the end of the applicable year.
      
Adjustment To PEO Compensation, Footnote     The following table provides a reconciliation calculation of our PEO (Mr. Turner) CAP back to his SCT:
Year
SCT
Total
SCT Grant
Date Fair
Value
Deduction
Year End
Value of
Equity
Granted
During Year
and
Unvested
at End of
Year
Fair Value
as of
Vesting
Date of
Equity
Granted
During Year
and Vested
During Year
Change in
Fair Value of
Equity
Granted in
Prior Year
and
Unvested at
End of Year
Change in
Fair Value
of Equity
Granted in
Prior Year
and Vested
During
Year
CAP
2024
$5,948,435
$(2,470,256)
$3,803,587
$—
$146,747
$6,533,119
$13,961,632
     
Non-PEO NEO Average Total Compensation Amount     $ 4,099,916 $ 2,613,734 $ 2,530,394 $ 8,972,955
Non-PEO NEO Average Compensation Actually Paid Amount     $ 8,944,994 3,088,497 3,369,573 22,246,054
Adjustment to Non-PEO NEO Compensation Footnote     (7)The following table provides a reconciliation calculation of the average Non-PEO NEOs’ CAP back to the average Non-PEO NEOs’
SCT total:
Year
Average
SCT
Total
SCT Grant
Date Fair
Value
Deduction
Year End
Value of
Equity
Granted
During Year
and
Unvested
at End of
Year
Fair Value
as of
Vesting
Date of
Equity
Granted
During Year
and Vested
During Year
Change in
Fair Value of
Equity
Granted in
Prior Year
and
Unvested at
End of Year
Change in
Fair Value
of Equity
Granted in
Prior Year
and Vested
During
Year
Average
CAP
2024
$4,099,916
$(2,201,439)
$2,888,360
$—
$3,686,548
$471,609
$8,944,994
2023
2,613,734
(374,999)
392,166
—
439,155
18,441
3,088,497
2022
2,530,394
(308,222)
367,125
—
928,526
(148,250)
3,369,573
2021
8,972,955
(4,324,316)
17,418,303
179,112
—
—
22,246,054
     
Compensation Actually Paid vs. Total Shareholder Return     The below chart depicts CAP to our PEOs and the average of our Non-PEO NEOs in relationship to our TSR for the same
period. Our Non-PEO NEOs’ long-term incentive compensation is directly tied to the increase in value of our common stock.
27835
      
Compensation Actually Paid vs. Net Income     The below chart depicts CAP to our PEOs and the average of our Non-PEO NEOs in relationship to our Net Income for the
same period. The Company does not use net income as a performance measure in its overall executive compensation
program.
28118
      
Compensation Actually Paid vs. Company Selected Measure     The below chart depicts CAP to our PEOs and the average of our Non-PEO NEOs in relationship to our Organic Revenue
Growth (based on our original calculation methodology) for the same period. The Company first directly aligned short-term
incentive compensation with Organic Revenue Growth in 2022, where 35% of each NEO’s short-term incentive
compensation was tied to our Organic Revenue Growth performance and such alignment continued in 2023 and 2024. See
“Executive Compensation: Compensation Discussion and Analysis — Our Executive Compensation Program in Detail —
Our Pay Philosophy — Short-Term Incentive Compensation” for further details. An Organic Revenue Growth CAGR also
forms an achievement floor for the PSUs and PLUs that were granted to each of our NEOs, other than Mr. Ryan, in 2024.
28762
      
Total Shareholder Return Vs Peer Group     As demonstrated by the following graph, the Company’s TSR increased 136% over the presented period in the table, while
the Company’s peer group TSR increased 42% over the same period. The Company’s TSR generally outperformed the peer
group during the period presented in the table, representing the Company’s superior financial performance as compared to
the S&P 500 Financials Sector Index.
29185
      
Tabular List, Table     For the fiscal year ending December 31, 2024, the most important financial performance measures used to link
Compensation Actually Paid to our NEOs to Company performance were Organic Revenue Growth, Adjusted EBITDAC
Margin, and TSR. Our NEOs’ total compensation is heavily weighted towards short and long-term performance with
performance goals aligned with our stockholders’ interests. Each NEO’s short-term incentive compensation is primarily
determined by Organic Revenue Growth and Adjusted EBITDAC Margin. See “Executive Compensation: Compensation
Discussion and Analysis — Our Executive Compensation Program in Detail — Our Pay Philosophy —Short-Term Incentive
Compensation” for further detail. Most of our NEOs have significant long-term equity incentive grants that vest over 5 or 10
years and as a result their actual compensation is directly tied to TSR. In addition, each of our NEOs, other than Mr. Ryan,
received a grant of performance-based awards (PLUs or PSUs) the value of which is tied to TSR after achieving a minimum
Organic Revenue Growth CAGR and Target Adjusted EBITDAC Margin. See “Executive Compensation: Compensation
Discussion and Analysis — Our Executive Compensation Program in Detail — Our Pay Philosophy —Long-Term Incentive
Compensation” for further detail.
Most Important Financial Performance Measures
Organic Revenue Growth
Adjusted EBITDAC Margin
Total Stockholder Return
      
Total Shareholder Return Amount     $ 236 156 151 147
Peer Group Total Shareholder Return Amount     142 109 97 109
Net Income (Loss)     $ 229,913,000 $ 194,480,000 $ 163,257,000 $ 56,632,000
Company Selected Measure Amount     0.121 0.150 0.164 0.224
PEO Name Timothy W. Turner Patrick G. Ryan   Patrick G. Ryan Patrick G. Ryan Patrick G. Ryan
Additional 402(v) Disclosure     Only four years of compensation and performance history are provided since the Company’s IPO was on July 21, 2021.Since Mr. Ryan (our PEO through October 1, 2024) has never received incentive equity grants and the Company does not have a
pension plan, Compensation Actually Paid (“CAP”) to Mr. Ryan is the same amount as reported as total compensation in our
Summary Compensation Table (“SCT”) for each year.Total Stockholder Return (“TSR”) is calculated based on a fixed investment of $100 at the applicable measurement point on the same
cumulative basis as is used in Item 201(e) of Regulation S-K. The TSR is calculated from July 22, 2021, the first trading date of our
Class A Common Stock after our IPO, through the end of the applicable year.
Ryan Specialty’s most important financial performance measure used to link CAP to our NEOs to Company performance for fiscal
year 2024 is Organic Revenue Growth. In the first quarter of 2024 the Company modified the methodology that it uses to calculate
Organic Revenue Growth. As discussed in the section “Executive Compensation: Compensation Discussion and Analysis — Our
Executive Compensation Program in Detail — Short Term Incentive Compensation,” the Organic Revenue Growth STI targets were
determined based on the original calculation methodology and therefore the actual result for Organic Revenue Growth for the year
ended December 31, 2024 was presented based on the original methodology as well. We have therefore presented the original
methodology in the table above and the graph below. For completeness, Organic Revenue Growth calculated based on the current
calculation methodology was 12.8%, 15.4%, 16.8% and 22.9% for the years ended December 31, 2024, 2023, 2022, 2021,
respectively. 		     
Measure:: 1            
Pay vs Performance Disclosure            
Name     Organic Revenue Growth      
Measure:: 2            
Pay vs Performance Disclosure            
Name     Adjusted EBITDAC Margin      
Measure:: 3            
Pay vs Performance Disclosure            
Name     Total Stockholder Return      
Patrick G. Ryan [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     $ 3,985,251 $ 4,256,700 $ 4,478,995 $ 2,456,731
PEO Actually Paid Compensation Amount     3,985,251 4,256,700 4,478,995 2,456,731
Timothy W. Turner [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount     5,948,435      
PEO Actually Paid Compensation Amount     13,961,632      
PEO | Timothy W. Turner [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (2,470,256)      
PEO | Timothy W. Turner [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     3,803,587      
PEO | Timothy W. Turner [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     146,747      
PEO | Timothy W. Turner [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0      
PEO | Timothy W. Turner [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     6,533,119      
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     (2,201,439) (374,999) (308,222) (4,324,316)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     2,888,360 392,166 367,125 17,418,303
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     3,686,548 439,155 928,526 0
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     0 0 0 179,112
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount     $ 471,609 $ 18,441 $ (148,250) $ 0