Daniel Galbraith
President, The Baldwin Group and Chief Executive Officer, Retail Brokerage Operations at Baldwin Insurance Group
Executive
About Daniel Galbraith
Daniel Galbraith, age 43, is President, The Baldwin Group and Chief Executive Officer, Retail Brokerage Operations (since January 2024), responsible for day-to-day P&L and operational excellence across retail brokerage; he previously served as Chief Operating Officer from March 2019 to January 2024 and holds a BA in Government with a minor in Economics from Cornell University . Company performance metrics underpinning his incentives include organic revenue growth of 17% in 2024 and adjusted EBITDA of $312.485 million versus a $322 million target under the Annual Incentive Plan; the shareholder return multiplier indicates $100 invested in 2019 grew to $241.50 by 2024, anchoring PSU design and payouts . His 2024 Annual Incentive Plan payout was 183% of target, paid entirely in fully vested stock, consistent with Baldwin’s ownership culture .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Baldwin Group | Chief Operating Officer | Mar 2019–Jan 2024 | Enterprise operating leadership; best-practice acceleration across segments |
| Stericycle | Senior Vice President, Sales | Oct 2015–2019 (start disclosed) | Sales leadership at national scale; integration post-Shred-It combination |
| Shred‑It | Executive Vice President, Sales | May 2014–Oct 2015 | Commercial sales growth; pre‑combination execution |
| Cintas | Operations and Sales Leadership; Head of Sales, Document Management | ~11 years (prior to 2014) | Progressive leadership culminating in divisional Head of Sales |
External Roles
- No public company directorships disclosed; skip if not disclosed .
Fixed Compensation
| Year | Base Salary ($) | Target Annual Incentive ($) | Actual Annual Incentive Payout ($) | Form of Payout | Bonus ($) | Stock Awards (Grant-Date Fair Value) ($) | Total ($) |
|---|---|---|---|---|---|---|---|
| 2024 | 300,000 | 600,000 | 1,099,593 | Fully vested Class A shares; 27,510 shares | 750,000 (promotion) | 1,411,832 (PSUs; 4/1/2024) | 3,585,225 |
| 2023 | 300,000 | — | 1,104,600 | Fully vested Class A shares; 37,633 shares | — | 1,722,798 (PSUs; 2/22/2023) | 3,148,898 |
| 2022 | 295,577 | — | 805,107 | Fully vested Class A shares; 32,629 shares | — | 1,051,634 (PSUs and RSAs; 3/15/2022) | 2,172,418 |
- 2024 Target Annual Incentive equals 200% of base salary (600,000 vs 300,000) .
Performance Compensation
Annual Incentive Plan (AIP) – 2024
| Metric | Weighting | Target | Actual | Payout vs Target | Payout Form | Vesting |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | Not separately disclosed for Daniel | $322,000,000 | $312,485,000 | 82% performance factor (top four framework) | $1,099,593; 100% paid in fully vested shares | N/A (shares fully vested at payout) |
| Organic Revenue Growth | Not separately disclosed for Daniel | 10% (CEO target reference) | 17% company actual | 234% performance factor (top four framework) | Included in overall AIP payout | N/A |
| Personal Objectives | Not disclosed % for Daniel; focus areas set | Leadership organization; process/cost efficiencies; brand implementation; sales hiring; retail finance ops execution | Achieved between Target and Superior | Contributed to 183% payout vs target | Included in overall AIP payout | N/A |
Long‑Term Incentive Plan (PSUs)
| Grant | Performance Period | Target PSUs (#) | Threshold (#) | Superior (#) | Performance Metrics and Levels | Vesting / Settlement |
|---|---|---|---|---|---|---|
| 2024 PSUs (granted 4/1/2024) | 1/1/2024–12/31/2026 | 30,662 | 15,330 | 107,318 | 50% Relative TSR vs compensation peer group; Threshold 40th percentile, Target 55th, Superior 90th. 50% 3‑yr adjusted diluted EPS CAGR; Threshold 25.0%, Target 29.1%, Superior 32.8% | Cliff settlement post‑period; payout determined by Committee; subject to recoupment/forfeiture if employment ceases on or before 3/15/2027 |
| 2023 PSUs (granted 2/22/2023) | 1/1/2023–12/31/2025 | 94,834 potential unearned as of 12/31/2024 | — | — | As disclosed; above target on certain components as of 12/31/2024; final results TBD | Payout post‑period; subject to recoupment/forfeiture if employment ceases on or before 3/15/2026 |
| 2022 PSUs (granted 3/15/2022) | 1/1/2022–12/31/2024 | 21,396 | — | — | Relative TSR (peer group and Russell 3000 Growth) and 3‑yr organic revenue growth CAGR. Achieved 43rd and 58th percentiles TSR; CAGR 19.5% → 154% payout of target | Earned 32,972 PSUs; paid out upon vesting in Q1 2025 (2/19/2025) |
Equity Ownership & Alignment
| Ownership Element | Detail |
|---|---|
| Class A shares beneficially owned | 43,056; less than 1% of Class A outstanding as of 4/7/2025 |
| Class B shares beneficially owned | 1,145,992; 2.4% of Class B outstanding as of 4/7/2025 |
| Combined voting power | 1.0% as of 4/7/2025 |
| Voting Agreement | Member of Voting Group granting shared voting power directed by Board Chair Lowry Baldwin |
| Stock ownership guidelines | Executives: 3x annual base salary requirement; pledged shares do not count; 5‑year compliance window from first coverage date/promotion |
| Compliance status | Not specifically disclosed for Daniel; company emphasizes ownership culture |
| Unvested RSAs (12/31/2024) | 2,046 (5/3/2021 grant); 4,239 (3/15/2022 grant); market values $79,303 and $164,304 at $38.76 close |
| Unearned PSUs (12/31/2024) | 43,863 (2022 cycle at year‑end reference), 94,834 (2023), 107,318 (2024); market/payout values per table |
| Shares acquired on vesting (2024) | 40,069; value realized $1,175,975 |
| AIP shares (2024 performance, paid 2025) | 27,510 fully vested shares |
| Hedging/Pledging | Hedging prohibited; pledged shares excluded from guideline compliance; no individual pledging disclosed |
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment agreement | Effective Oct 28, 2019; base salary $300,000; eligible for annual bonus (cash/equity at Committee discretion); Omnibus Plan participation; promoted to current role Jan 2024 without amendment |
| Restrictive covenants | Non‑competition, client and colleague non‑solicitation, confidentiality |
| Severance (no change in control) | Group 1 Executives (includes President & CEO, Retail Brokerage Ops): severance equal to 1.5x base salary, paid over 18 months; pro‑rated current‑year AIP at Target; continued vesting of time‑based equity; up to 12 months COBRA premiums |
| Change in control (no separation) | Continued participation or pro‑rated bonus; continued or accelerated vesting depending on plan assumption; performance‑based vesting determined by Committee at change date |
| Change in control + qualifying separation | Severance 2x base salary (24 months); pro‑rated current‑year AIP at Target; accelerated vesting of time‑ and performance‑based equity; up to 12 months COBRA premiums |
| Estimated benefits (12/31/2024) | Qualifying separation: Severance $450,000; AIP $1,099,593; COBRA $23,500; RSAs $243,607; PSUs $7,943,784. Change in control + qualifying separation: Severance $600,000; same AIP, COBRA, RSAs, PSUs |
| Clawback policy | Mandatory recoupment for accounting restatements per Nasdaq 5608; policy posted on governance site |
| Perquisites and retirement | No SERP or deferred comp; 401(k) match $13,800 for 2024; tax preparation services $10,000 in his capacity as LLC Member |
Compensation Structure vs Performance Metrics
- Pay mix emphasizes performance: below‑market base salaries and material at‑risk AIP and PSUs; Committee does not target specific percentile against peers, focusing on rigorous goals and ownership culture .
- 2024 AIP metrics tied to company organic revenue growth and adjusted EBITDA; top‑four framework produced 234% revenue factor and 82% EBITDA factor; Daniel’s payout 183% of target, paid 100% in stock .
- 2024 PSUs: 50% relative TSR vs compensation peer group, 50% 3‑year adjusted diluted EPS CAGR with aggressive thresholds (25%/29.1%/32.8% CAGR for threshold/target/superior); payout capped at Target if absolute TSR negative .
Vesting Schedules and Insider Selling Pressure
- RSAs (legacy grants): 2021 RSAs vest one‑half on 3/15/2025 and remainder on 3/15/2026; 2022 RSAs vest one‑third on 3/15/2025 with remaining installments over two years beginning 3/15/2026 .
- PSUs: 2022 cycle paid 32,972 shares in Q1 2025; 2023 and 2024 cycles cliff settle post‑period with recoupment/forfeiture conditional on continued employment through March 2026/2027, respectively .
- No stock options granted; Omnibus Plan/Inducement Plan authorize RSAs/PSUs and fully vested share payouts, with sizable share issuance capacity remaining (2,351,733 Omnibus; 1,854,673 Inducement as of 12/31/2024) .
Equity Ownership Alignment and Pledging
- Meaningful beneficial ownership via Class B shares (2.4% of B class; 1.0% combined voting power), plus Class A holdings; member of Voting Group with shared voting commitments to Board Chair .
- Strict ownership guidelines (3x salary for executives) and hedging prohibition; pledged shares do not count toward guidelines; no specific pledging by Galbraith disclosed .
Compensation Peer Group and Say‑on‑Pay
- 2024 peer group includes 16 insurance brokers/insurers; for 2025, Arthur J. Gallagher & Co. and Focus Financial Partners were removed to refine benchmarking .
- 2024 say‑on‑pay support approximately 91%, indicating broad shareholder endorsement of the framework .
Related Party Arrangements
- Party to the Tax Receivable Agreement (TRA) with Baldwin Holdings LLC Members; provides payments equal to 85% of realized tax savings from basis step‑ups/exchanges .
Investment Implications
- Alignment: Heavy equity‑based, performance‑linked pay with 100% stock AIP payout and PSU design tied to TSR/EPS CAGR suggests strong alignment and potential upside participation; clawback and hedging bans add governance rigor .
- Retention risk: Severance and change‑of‑control protections (1.5x/2.0x salary, accelerated vesting under certain scenarios) and multi‑year vesting of PSUs/RSAs support retention; restrictive covenants further mitigate departure risk .
- Trading signals: 2022 PSU payout in Q1 2025 and scheduled RSA maturities (2025–2026) could create episodic supply if executives monetize shares; however, ownership guidelines and culture may temper near‑term selling .
- Execution track record: AIP overachievement on growth, near‑target EBITDA and strong TSR since IPO underpin PSU payouts; continued delivery versus aggressive EPS CAGR thresholds will be a key watchpoint for future vesting outcomes .