Definitive proxy statements

Pay vs Performance Disclosure

v3.23.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure [Table]    
Pay vs Performance [Table Text Block]
Pay Versus Performance
The following table sets forth information concerning the compensation of our Principal Executive Officer (“PEO”) and other NEOs for each of the fiscal years ending December 31, 2021 and 2022 and our financial performance for each such fiscal year:
 
  
  
  
 
  
  
 
  
  
 
  
  
 
  
Value of Initial Fixed $100
Investment Based On:
 
  
  
 
  
  
 
Year
(1)
  
Summary
    Compensation    
Table Total for
PEO
($)
(2)
 
  
Compensation
Actually Paid
to PEO
($)
(3)
 
  
Average
Summary
Compensation
Table Total for
Non-PEO

NEOs ($)
(4)
 
  
Average
Compensation
Actually Paid
to
Non-PEO

NEOs ($)
(5)
 
  
Total
Stockholder
Return
($)
(6)
 
  
Peer Group
Total
Stockholder
Return
($)
(7)
 
  
Net
Income
($ ,000)
 
  
Organic
Revenue
Growth
(%)
(8)
 
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 % 
 
(1)
Only two years of compensation and performance history are provided since the Company’s IPO was on July 21, 2021.
 
(2)
Patrick G. Ryan was our PEO in both 2021 and 2022
.
 
(3)
Since our PEO has never received incentive equity grants and the Company does not have a pension plan, Compensation Actually Paid (“CAP”) to our PEO is the same amount as reported as total compensation in our Summary Compensation Table (“SCT”) for each year.
 
(4)
Our NEOs (other than our PEO) for 2022 included Timothy W. Turner, Jeremiah R. Bickham, Brendan M. Mulshine and Mark S. Katz. 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.
 
(5)
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
 
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  
 
(6)
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.
 
(7)
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.
 
(8)
Ryan Specialty’s most important financial performance measure used to link CAP to our NEOs to
C
ompany performance for fiscal year 2022 is Organic Revenue Growth. Organic Revenue Growth is a
Non-GAAP
Measure. For a definition and a reconciliation of Organic Revenue Growth Rate to the most directly comparable GAAP measure, see “Appendix A” to this Proxy Statement.
 
Company Selected Measure Name Organic Revenue Growth  
Named Executive Officers, Footnote [Text Block] Our NEOs (other than our PEO) for 2022 included Timothy W. Turner, Jeremiah R. Bickham, Brendan M. Mulshine and Mark S. Katz. 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 [Text Block] 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.  
PEO Total Compensation Amount $ 4,478,995 $ 2,456,731
PEO Actually Paid Compensation Amount 4,478,995 2,456,731
Non-PEO NEO Average Total Compensation Amount 2,530,394 8,972,955
Non-PEO NEO Average Compensation Actually Paid Amount $ 3,369,573 22,246,054
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]
(5)
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
 
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 [Text Block]
Compensation Actually Paid and Company Total Stockholder Return
The below chart depicts CAP to our Principal Executive Officer (“PEO”) 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.
 
 
  
Compensation Actually Paid vs. Net Income [Text Block]
Compensation Actually Paid and Net Income
The below chart depicts CAP to our PEO 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.
 
 
  
Compensation Actually Paid vs. Company Selected Measure [Text Block]
Compensation Actually Paid and Organic Revenue Growth
The below chart depicts CAP to our PEO and the average of our
Non-PEO
NEOs in relationship to our Organic Revenue Growth 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. See “
Executive Compensation: Compensation Discussion and Analysis — Our Executive Compensation Program in Detail — Our Pay Philosophy — Short-Term Incentive Compensation
” for further details.
 
  
Total Shareholder Return Vs Peer Group [Text Block]
Company TSR and Peer Group TSR
As demonstrated by the following graph, the Company’s TSR increased 51% over the presented period in the table, while the Company’s peer group TSR decreased 3% 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.
 
  
Tabular List [Table Text Block]
Pay Versus Performance Tabular List
For the fiscal year ending December 31, 2022, 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. 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 $ 151 147
Peer Group Total Shareholder Return Amount 97 109
Net Income (Loss) $ 163,257,000 $ 56,632,000
Company Selected Measure Amount 0.164 0.224
PEO Name Patrick G. Ryan  
Measure [Axis]: 1    
Pay vs Performance Disclosure [Table]    
Measure Name Organic Revenue Growth  
Non-GAAP Measure Description [Text Block] Ryan Specialty’s most important financial performance measure used to link CAP to our NEOs to
C
ompany performance for fiscal year 2022 is Organic Revenue Growth. Organic Revenue Growth is a
Non-GAAP
Measure. For a definition and a reconciliation of Organic Revenue Growth Rate to the most directly comparable GAAP measure, see “Appendix A” to this Proxy Statement. 		 
Measure [Axis]: 2    
Pay vs Performance Disclosure [Table]    
Measure Name Adjusted EBITDAC Margin  
Measure [Axis]: 3    
Pay vs Performance Disclosure [Table]    
Measure Name Total Stockholder Return  
Non-PEO NEO [Member] | SCT Grant Date Fair Value Deduction [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount $ (308,222) $ (4,324,316)
Non-PEO NEO [Member] | Year End Value of Equity Granted During Year and Unvested at End of Year [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 367,125 17,418,303
Non-PEO NEO [Member] | Fair Value as of Vesting Date of Equity Granted During Year and Vested During Year [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount   $ 179,112
Non-PEO NEO [Member] | Change in Fair Value of Equity Granted in Prior Year and Unvested at End of Year [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount 928,526  
Non-PEO NEO [Member] | Change in Fair Value of Equity Granted in Prior Year and Vested During Year [Member]    
Pay vs Performance Disclosure [Table]    
Adjustment to Compensation Amount $ (148,250)