Quarterly report pursuant to Section 13 or 15(d)

Employee Benefit Plans, Prepaid and Long-Term Incentives

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Employee Benefit Plans, Prepaid and Long-Term Incentives
9 Months Ended
Sep. 30, 2021
Retirement Benefits [Abstract]  
Employee Benefit Plans, Prepaid and Long-Term Incentives
15.
Employee Benefit Plans, Prepaid and Long-Term Incentives

Defined Contribution Plan

The Company offers a defined contribution retirement benefit plan, the Ryan Specialty Group Employee Savings Plan (the “Plan”), to all eligible employees, based on a minimum number of service hours in a year. Under the Plan, eligible employees may contribute a percentage of their compensation, subject to certain limitations. Further, the Plan authorizes the Company to make a discretionary matching contribution, which has historically equaled 50% of each eligible employee’s contribution. The Company recognized expense related to discretionary matching contributions in the amount of $3.1 million and $2.7 million in the three months ended September 30, 2021 and 2020, respectively, and $10.2 million and $7.5 million in the nine months ended September 30, 2021 and 2020, respectively. Starting in 2021, the Company changed the timing of discretionary matching contributions to being made throughout the year as opposed to making the contribution after the end of each year. The Company accrues for employer contributions in Current Accrued compensation within the Consolidated Balance Sheets. Due to the change in timing of the discretionary matching contributions, there were no Company contributions accrued for as of September 30, 2021. As of December 31, 2020, the Company accrued for $10.4 million of Company contributions which were paid in the first quarter of 2021.

Long-term Incentive Compensation Agreements

The Company has entered into certain long-term incentive agreements whereby, at the end of a service period, employees are awarded cash, according to specified formulas following a period, typically associated with an acquisition. The Company recognizes expense within Compensation and benefits in the Consolidated Statements of Income over the service period of these awards based on the estimated expected payout. The Company recognized compensation expense of $0.4 million and $1.4 million related to these awards for the three and nine months ended September 30, 2021, respectively. The Company recognized compensation expense of $0.5 million and $1.6 million related to these awards for the three and nine months ended September 30, 2020, respectively. As of September 30, 2021, $5.0 million related to such agreements is included within Current Accrued compensation in the Consolidated

Balance Sheets. As of December 31, 2020, $8.5 million related to such agreements is included in Current Accrued compensation and Non-current Accrued compensation in the Consolidated Balance Sheets. The aggregate amount of maximum obligation payable was $6.9 million and $11.9 million as of September 30, 2021 and December 31, 2020, respectively.

All Risks Long-Term Incentive Plans

ARL had established various long-term incentive plans (“LTIPs”) throughout its history to incentivize certain executives, producers and key employees. ARL additionally established sales bonuses, implemented by the management of ARL, as compensation for past services performed in connection with executing the sale. Following the acquisition, the LTIP awards vest based on the achievement of various service conditions and are cash-settled. Cash settlement, including all cash payments due on close, will be made by the Company. The total value of the sales bonuses and LTIP awards at the acquisition date was $24.3 million and $303.7 million, respectively. The portion allocated to the pre-combination service period and accounted for as consideration transferred was $257.6 million inclusive of sales bonuses.

On August 10, 2021, the Company's Board of Directors elected to terminate the ARL long-term incentive plans. The decision to terminate the plans did not change the value of, or entitlements to, any benefits thereunder. The benefits accruing under these plans are required to be paid within twelve months of the termination date subject to participants meeting service conditions.

Of the expense related to post-combination services after forfeitures, the Company recognized $9.9 million and $27.4 million related to these awards for the three and nine months ended September 30, 2021, respectively, with the remaining expense of $29.7 million to be recognized by the one year anniversary of the termination date. The Company recognized compensation expense related to these awards of $2.9 million and $2.9 million for the three and nine months ended September 30, 2020, respectively. The Company made cash payments of $31.0 million and $114.7 million for the nine months ended September 30, 2021 and 2020, respectively. The ARL LTIP accrual was $150.6 million and $154.2 million as of September 30, 2021 and December 31, 2020, respectively. The current year liability for these awards is recognized in Current Accrued compensation in the Consolidated Balance Sheets. The prior year liability was recognized in both Current Accrued compensation and Non-current Accrued compensation in the Consolidated Balance Sheets. The expense is recognized in Compensation and benefits in the Consolidated Statements of Income.