Definitive proxy statements

Pay vs Performance Disclosure

v3.26.1
Pay vs Performance Disclosure
 3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2024
Sep. 30, 2024
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
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 years ended December 31, 2025, 2024, 2023, 2022 and 2021, and our
financial performance for each such fiscal year.
Value of Initial
Fixed $100
Investment
Based On:
Year
Summary
Compen-
sation
Table
Total for
PEO
Ryan
($)(1)
Compen-
sation
Actually
Paid to
PEO
Ryan
($)(2)
Summary
Compen-
sation
Table
Total for
PEO
Turner
($)(3)
Compen-
sation
Actually
Paid to
PEO
Turner
($)(4)
Average
Summary
Compen-
sation
Table
Total
for Non-
PEO
NEOs
($)(5)
Average
Compen-
sation
Actually
Paid to
Non-
PEO
NEOs
($)(6)
Total
Stock-
holder
Return
($)(7)
Peer
Group
Total
Stock-
holder
Return
($)(8)
Net
Income
($ ,000)
Organic
Revenue
Growth
Rate
(%)(9)
2025
1,454,058
(1,287,247)
2,275,254
(1,279,863)
191
164
214,157
10.1%
2024
3,985,251
3,985,251
5,948,435
13,961,632
4,099,916
8,944,994
236
142
229,913
12.8%
2023
4,256,700
4,256,700
2,613,734
3,088,497
156
109
194,480
15.4%
2022
4,478,995
4,478,995
2,530,394
3,369,573
151
97
163,257
16.8%
2021
2,456,731
2,456,731
8,972,955
22,246,054
147
109
56,632
22.9%
       
Company Selected Measure Name     Organic Revenue Growth Rate        
Named Executive Officers, Footnote     Patrick G. Ryan was our PEO in 2021, 2022, 2023, and for part of 2024. Prior to our IPO on July 21, 2021, 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.(5)Our NEOs (other than our PEO) for 2025 included Patrick G. Ryan, Janice M. Hamilton, Stephen P. Keogh, Benjamin M. Wuller, and
Jeremiah R. Bickham. Mr. Bickham was our President until his separation on October 8, 2025. 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. Ms. Aigotti was our Chief Financial Officer until she resigned from the Company on March 1, 2021.
        
Peer Group Issuers, Footnote     (8)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
2025
$1,454,058
$—
$—
$—
$(2,809,410)
$68,105
$(1,287,247)
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     $ 2,275,254 $ 4,099,916 $ 2,613,734 $ 2,530,394 $ 8,972,955
Non-PEO NEO Average Compensation Actually Paid Amount     $ (1,279,863) 8,944,994 3,088,497 3,369,573 22,246,054
Adjustment to Non-PEO NEO Compensation Footnote     (6)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
Change in
Fair Value
of Equity
Forfeited
During
Year
Average
CAP
2025
$2,275,254
$(399,997)
$116,850
$—
$(2,814,707)
$23,951
$(481,214)
$(1,279,863)
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.
31017
        
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.
31301
        
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 Rate for the same period. The Company first directly aligned short-term incentive compensation with Organic
Revenue Growth Rate in 2022, where 35% of each NEO’s short-term incentive compensation was tied to our Organic
Revenue Growth Rate performance and such alignment continued in 2023, 2024, and 2025. 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 and 2025.
32156
        
Total Shareholder Return Vs Peer Group     As demonstrated by the following graph, the Company’s TSR increased 91% over the presented period in the table, while
the Company’s peer group TSR increased 64% 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.
32581
        
Tabular List, Table     For the year ended December 31, 2025, the most important financial performance measures used to link CAP to our NEOs
to Company performance were Organic Revenue Growth Rate, 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
Rate 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, for the 2024 PSUs and PLUs, a minimum 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 Rate
Adjusted EBITDAC Margin
Total Stockholder Return
        
Total Shareholder Return Amount     $ 191 236 156 151 147
Peer Group Total Shareholder Return Amount     164 142 109 97 109
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest     $ 214,157,000 $ 229,913,000 $ 194,480,000 $ 163,257,000 $ 56,632,000
Company Selected Measure Amount     0.101 0.128 0.154 0.168 0.229
PEO Name Timothy W. Turner Patrick G. Ryan Timothy W. Turner   Patrick G. Ryan Patrick G. Ryan Patrick G. Ryan
Additional 402(v) Disclosure     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 the year
ended December 31, 2025, is Organic Revenue Growth Rate. In the first quarter of 2024, the Company modified the methodology
that it uses to calculate Organic Revenue Growth Rate. While our Organic Revenue Growth Rate STI targets in 2024 and prior years
were determined based on the original calculation methodology, in 2025, STI targets were determined based on the new calculation
methodology, therefore we have presented the new methodology in the table above and the graph below. For completeness, Organic
Revenue Growth Rate calculated based on the original calculation methodology was 9.6%,12.1%, 15.0%, 16.4% and 22.4% for the
years ended December 31, 2025, 2024, 2023, 2022, and 2021, respectively. 		       
Measure:: 1              
Pay vs Performance Disclosure              
Name     Organic Revenue Growth Rate        
Measure:: 2              
Pay vs Performance Disclosure              
Name     Adjusted EBITDAC Margin        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Total Stockholder Return        
Timothy W. Turner [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 1,454,058 $ 5,948,435      
PEO Actually Paid Compensation Amount     (1,287,247) 13,961,632      
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
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     0 (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     0 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     (2,809,410) 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 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     68,105 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     (399,997) (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     116,850 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     (2,814,707) 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 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     23,951 471,609 18,441 (148,250) 0
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ (481,214) $ 0 $ 0 $ 0 $ 0