Chris Sullivan
About Chris Sullivan
Chris Sullivan, age 77, is an independent director of The Baldwin Insurance Group, Inc. (“The Baldwin Group”) since September 2019 and serves as the Lead Independent Director, with responsibilities including calling meetings of independent directors, presiding over executive sessions, contributing to Board/committee agendas, and being available for shareholder consultation when appropriate . He holds a BS in Business and Economics from the University of Kentucky . His tenure covers governance during Baldwin’s transformation into a national insurance platform, and he sits on the Compensation, Executive, and Nominating & Corporate Governance Committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OSI Restaurant Partners, Inc. | Chief Executive Officer and Chairman | 1991–2005 | CEO/chair leadership across a multi-brand restaurant group |
| Outback Steakhouse | Co-founder, Chairman, and Chief Executive Officer | 1988–1991 | Founding leadership of national restaurant concept |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Consul Partners LLC | Co-Chair | Not disclosed | Strategic advisory leadership |
| Florida Council of 100 | Past Chairman | Not disclosed | Business policy leadership |
| Arise Alliance Institute (PTSD-focused non-profit) | Chairman | Not disclosed | Non-profit governance |
| Horatio Alger Association | Board Member; Executive Committee Member | Not disclosed | Philanthropy and youth advancement |
| The First Tee of Tampa Bay | Board Member | Not disclosed | Youth sports and development |
| Copperhead Charities | Board Member | Not disclosed | Community philanthropy |
Board Governance
- Independence and roles: Independent director; Lead Independent Director with executive session leadership and agenda participation; member of Compensation, Executive, and Nominating & Corporate Governance Committees .
- Committee composition: Compensation (Chair: Ellyn Shook; members include Sullivan), Nominating & Corporate Governance (Chair: Joseph Kadow; members include Sullivan), Executive Committee (Lowry Baldwin, Trevor Baldwin, Chris Sullivan) .
- Attendance and engagement: 2024 meeting cadence and attendance—Board 13 meetings (95% avg attendance), Compensation 5 (100%), Nominating & Corporate Governance 4 (100%), Tech & Cyber 4 (92%). Independent directors meet in executive session quarterly led by the Lead Independent Director .
- Independence status: Board determined Chris Sullivan qualifies as independent under Nasdaq standards and SEC rules .
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Annual Board Retainer – Cash | $75,000 | Paid in quarterly installments |
| Annual Board Retainer – Stock | $75,000 | Granted quarterly as Class A common stock; number of shares based on quarter-start closing price, rounded up |
| Stock awards received (grant-date fair value) | $78,474 | 2,463 fully vested Class A shares in 2024 |
| Fees for Committee Chairs | N/A | Sullivan not a chair in 2024 |
| Lead Independent Director Retainer (effective 2025) | $25,000 | Added in 2025 compensation update |
| 2025 Board Retainer – Cash | $105,000 | Raised to peer median |
| 2025 Board Retainer – Stock | $105,000 | Raised to peer median |
- Director total compensation 2024 (Sullivan): Cash fees $75,000; stock awards $78,474; total $153,474 .
- Directors do not receive per-meeting fees, retirement benefits, incentive compensation or perquisites; expenses reimbursed for reasonable travel/out-of-pocket costs .
Performance Compensation
| Item | Status | Detail |
|---|---|---|
| Annual Incentives | Not applicable | Non-employee directors are not entitled to incentive compensation |
| Options/SARs | Not granted | Company does not currently grant options/SARs in its program |
| Equity grant features | Fixed annual stock grants | Fully vested Class A shares granted quarterly to directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Chris Sullivan in the proxy |
| Prior public company boards | Not disclosed for Sullivan |
| Compensation Committee interlocks | Proxy flags that, other than Chris Sullivan’s related-person transaction noted below, Compensation Committee members had no officer roles or other relationships in 2024 beyond directorships |
| Shared directorships with competitors/suppliers/customers | Not disclosed for Sullivan |
Expertise & Qualifications
- Founding and CEO experience: Co-founder and CEO/Chairman roles at Outback/OSI provide deep public company leadership, sales/consumer marketing, and entrepreneurial credentials relevant to Baldwin’s client-centric distribution model .
- Lead Independent Director capabilities: Executive session leadership; independent oversight; agenda shaping; shareholder engagement availability .
- Community and policy engagement: Roles across business councils and non-profits bolster stakeholder engagement expertise .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|
| Chris Sullivan | 80,694 | — | <1% | As of April 7, 2025 |
- Indicated value of Sullivan’s Class A stake ≈ $3.13 million, based on 80,694 shares and $38.76 closing price on 12/31/2024 (80,694 × $38.76) .
- Stock ownership guidelines: Non-employee directors expected to maintain 5× annual Board cash retainer (excluding committee/leadership amounts) within five years of Feb 24, 2022 or appointment; pledged shares do not count toward compliance .
- Threshold comparison: 2024 5× cash retainer = $375,000; 2025 5× cash retainer = $525,000 .
- Trading & hedging policy: Directors prohibited from hedging Company equity (options, swaps, collars, etc.) .
Related-Party Exposure and Conflicts
- The Company serves as broker for an entity in which Chris Sullivan owns ~35%; commissions revenue from this relationship was approximately $0.2 million since the beginning of FY2024—this is a related-person transaction reviewed per the Related Person Transactions Policy (Audit Committee oversight) .
- Governance controls: Audit Committee reviews/approves related-person transactions under the RPT Policy; enumerated thresholds/exceptions and ongoing review protocols apply .
- Compensation Committee interlocks disclosure highlights Sullivan’s RPT as the sole exception among committee members to having no other relationships during 2024 beyond directorships .
Director Compensation Mix and Alignment
| Year | Cash Fees ($) | Stock Awards ($) | Shares Granted (#) | Total ($) |
|---|---|---|---|---|
| 2024 | 75,000 | 78,474 | 2,463 | 153,474 |
- Alignment signals: Quarterly fully vested stock awards and robust ownership guidelines (5× cash retainer) strengthen alignment; Sullivan’s stake substantially exceeds the guideline threshold using 2024/2025 retainers and the 12/31/2024 share price .
Board Processes and Shareholder Signals
- Executive sessions: Independent directors meet in executive session quarterly; Sullivan presides as Lead Independent Director .
- Meeting cadence and attendance: See Board Governance section; high attendance (Board 95%, committees 92–100%) indicates engaged oversight .
- Say-on-pay: 2024 say-on-pay approval ~91% at the 2024 Annual Meeting, indicating shareholder support for compensation framework and oversight by the Compensation Committee (Sullivan member) .
Insider Trades
| Date | Type | Shares | Price | Notes |
|---|---|---|---|---|
| Not disclosed in proxy | — | — | — | Form 4 trading activity for directors is not included in the DEF 14A; refer to SEC filings for current transactions |
Governance Assessment
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Strengths
- Lead Independent Director role with defined responsibilities enhances independent oversight and Board effectiveness .
- Fully independent Compensation and Nominating & Corporate Governance Committees; Sullivan is a member of both .
- High Board and committee attendance; independent executive sessions quarterly .
- Ownership alignment via significant personal shareholdings and strict ownership guidelines; hedging prohibited .
-
Watch Items / RED FLAGS
- Related-person transaction: Company brokerage revenue (~$0.2 million) from an entity ~35%-owned by Sullivan—presents potential conflict-of-interest optics; audit oversight exists but continued monitoring is warranted .
- Executive Committee membership with non-independent directors (Board Chair, CEO) concentrates agenda-setting power; ensure independent Board deliberation remains robust .
- Broader control environment: Stockholders Agreements and Consent Agreement grant significant rights to Holders over specified matters; while not specific to Sullivan, independent oversight must remain vigilant in this context .
-
Overall implication: Sullivan’s leadership as Lead Independent Director, committee service, and substantial ownership support investor confidence in governance. The disclosed related-party commissions should be actively managed under the RPT Policy to avoid misalignment perceptions; audit reviews and transparent disclosure mitigate but do not eliminate this governance risk .