Jim Roche
President, The Baldwin Group and Chief Executive Officer, Underwriting, Capacity & Technology Operations at Baldwin Insurance Group
Executive
About Jim Roche
Jim Roche, age 48, is President, The Baldwin Group and Chief Executive Officer, Underwriting, Capacity & Technology Operations (executive officer since January 2024). He previously served as Chief Insurance Innovation Officer (Oct 2021–Jan 2024) and led Millennial Specialty Insurance prior to its April 2019 partnership with the Company; earlier roles include VP Strategy at QBE (2011–2015), and product leadership at Bank of America and Progressive. He holds a B.S. in Computer Science and Electrical Engineering (minor in Mathematics) from Vanderbilt University and an MBA from the University of Virginia . During 2024, The Baldwin Group grew revenue 14% to $1.4B, increased adjusted EBITDA 25% with 200 bps margin expansion, and grew adjusted diluted EPS 34%; cash from operations was $102m . The stock ended 2024 at $38.76 vs $24.02 in 2023, and $16.05 in 2019 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| The Baldwin Group | President, The Baldwin Group and CEO, Underwriting, Capacity & Technology Operations | Jan 2024–present | P&L leader for Underwriting, Capacity & Technology Solutions; operational excellence and best-practice scale |
| The Baldwin Group | Chief Insurance Innovation Officer | Oct 2021–Jan 2024 | Technology solutions and product incubation leadership |
| Millennial Specialty Insurance (partnered with BWIN Apr 2019) | Managing Partner and President | Through Apr 2019 | Specialty underwriting growth; became core of MGA platform |
| QBE Insurance | VP, Strategy, Initiatives and Analytics | 2011–2015 | Strategy/analytics leadership at a global carrier |
| Bank of America | SVP, Product Management | Not disclosed | Financial services product leadership |
| Progressive Insurance | Product Manager | Not disclosed | P&C product management |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vanderbilt University | B.S., Computer Science & Electrical Engineering (minor in Mathematics) | — | Technical foundation aligned to insurance tech transformation |
| University of Virginia (Darden) | MBA | — | General management and finance credentials |
Fixed Compensation
| Component | 2024 Value | Notes |
|---|---|---|
| Base Salary | $300,000 | Below-market design per pay philosophy |
| Target Annual Incentive | $600,000 | Target set by Compensation Committee |
| Target Bonus as % of Salary | 200% | Derived from $600k target on $300k base |
| Actual 2024 Annual Incentive Paid (settled in stock) | $1,069,593 | 178% of target; paid in fully vested Class A shares (26,759 shares) |
Performance Compensation
Annual Incentive Plan (AIP) Mechanics and 2024 Outcomes
- Metrics: Organic revenue growth, Adjusted EBITDA, and Personal Objectives (Top Four executives include Roche) .
- 2024 performance vs target:
- Organic revenue growth: 17% vs 10% target; achieved 234% of target (Top Four) .
- Adjusted EBITDA: $312.485m vs $322.0m target; achieved 82% of target .
- Personal objectives: Each NEO between Target and Superior .
- Payout ranges: For Top Four, Threshold 50%, Target 100%, Superior 300% of target AIP .
| Metric | Target | Actual | Payout (as % of Target) | Notes |
|---|---|---|---|---|
| Organic Revenue Growth | 10% | 17% | 234% | Company-wide result; Top Four basis |
| Adjusted EBITDA | $322.0m | $312.485m | 82% | Company-wide result; Top Four basis |
| Personal Objectives | Not disclosed | Between Target/Superior | Not disclosed | Individualized goals |
| Resulting AIP Payout – Jim Roche | $600,000 target | $1,069,593 | 178% | Paid 100% in fully vested stock |
Long-Term Incentive Plan (LTIP) – PSUs
- Structure (granted 4/1/2024): 100% PSUs for Top Four (incl. Roche); performance period 1/1/2024–12/31/2026; payout 0–350% of target based on (i) Relative TSR vs compensation peer group (50%) and (ii) 3-year adjusted diluted EPS CAGR (50%). Negative absolute TSR caps TSR leg at Target. Settlement occurs after Committee determination with continued employment through March 15, 2027 .
| LTIP Element | Target | Threshold | Superior | Vesting/Settlement |
|---|---|---|---|---|
| 2024 PSU Grant (Roche) – Target PSUs | 30,662 | 50% of target | 350% of target | Cliff after performance period; employment through Mar 15, 2027 |
| Performance Goals (Relative TSR vs Peer, 50%) | 55th percentile | 40th percentile | 90th percentile | Linear interpolation; TSR leg capped at Target if absolute TSR negative |
| Performance Goals (Adj. Diluted EPS 3-yr CAGR, 50%) | 29.1% | 25.0% | 32.8% | Linear interpolation |
- Prior LTIP earned (2012 cycle ending 12/31/2024): 2022 PSUs paid at 154% of target; Roche earned 26,927 PSUs, paid in Q1’25 (Feb 19, 2025) .
| Cycle | Target PSUs | Payout % | PSUs Earned | Payout Date |
|---|---|---|---|---|
| 2022–2024 PSUs (Roche) | 17,473 | 154% | 26,927 | Feb 19, 2025 |
- 2024 “Stock Awards” grant date fair value for Roche (primarily PSUs): $1,411,832 .
Equity Award Vesting Schedules and Potential Supply
| Award | Grant Date | Unvested as of 12/31/2024 (#) | Vesting Details |
|---|---|---|---|
| RSAs (Roche) | 3/15/2022 | 3,462 | One-third vested 3/15/2025; remaining vests annually over 2026–2027, subject to continued employment |
| PSUs (Roche) – 2023 Cycle | 2/22/2023 | 94,834 (potential) | Performance period 2023–2025; settle after Committee determination; employment through Mar 15, 2026 |
| PSUs (Roche) – 2024 Cycle | 4/1/2024 | 107,318 (potential at superior) | Performance period 2024–2026; settle after determination; employment through Mar 15, 2027 |
Note: “Potential” reflects disclosure convention at superior or threshold levels; final outcomes determined at cycle end .
Equity Ownership & Alignment
| Ownership Metric | Jim Roche |
|---|---|
| Class A Shares Beneficially Owned | 138,997 |
| Class B Shares Beneficially Owned (paired with LLC Units) | 1,036,786 |
| Combined Voting Power | 1.0% |
| Stock Ownership Guidelines | 3x annual base salary for executive officers; to be met within 5 years; pledged shares do not count |
| Hedging/Pledging Policies | Hedging prohibited; pledged shares excluded from guideline compliance; clawback compliant with Nasdaq 5608 |
Equity compensation plan data show no outstanding options, consistent with the Company’s current practice of not granting options/SARs .
Employment Terms
| Topic | Terms |
|---|---|
| Employment Agreement | Amended and restated Oct 4, 2021 (then Chief Insurance Innovation Officer); at-will employment; base $300k; annual bonus at Committee discretion; eligible for Omnibus Plan |
| Restrictive Covenants | Non-competition, client and colleague non-solicitation, and confidentiality restrictions apply |
| Severance Plan – No CIC (Qualifying Separation) | Group 1 Executives (incl. Roche): 1.5x base salary paid over 18 months; prior-year unpaid AIP; pro-rata current-year AIP at Target; continued vesting of time-based equity; up to 12 months COBRA premiums |
| Severance Plan – CIC (no separation during CIC period) | Pro-rata Target AIP if the plan not assumed; continued or accelerated vesting depending on plan assumption; performance-based vesting determined in good faith upon CIC |
| Severance Plan – CIC + Qualifying Separation | Group 1: 2.0x base salary over 24 months; prior-year unpaid AIP; pro-rata current-year AIP at Target; accelerated vesting of time- and performance-based equity; up to 12 months COBRA premiums |
| Illustrative Estimated Values (as of 12/31/2024) | No-CIC Qualifying Separation: severance $450,000; AIP $1,069,593; COBRA $17,000; RSAs $134,187; PSUs —. CIC: AIP $1,069,593; RSAs $134,187; PSUs $7,709,480. CIC+Separation: severance $600,000; AIP $1,069,593; COBRA $17,000; RSAs $134,187; PSUs $7,709,480 |
Other benefits: 401(k) match ($11,961 for Roche in 2024); no defined benefit pension or nonqualified deferred comp; no perquisite-heavy program; no tax gross-ups on golden parachutes .
Compensation Structure Analysis
- Pay mix and rigor: The program is heavily performance-based with below-25th percentile base salaries, multi-year PSU structures, and challenging AIP/LTIP targets, aligning pay with organic growth, EBITDA, TSR, and EPS CAGR performance .
- 2024 outcomes: Despite EBITDA coming in below target, strong organic growth and personal objectives produced a 178% of target AIP payout for Roche; PSUs from the 2022 cycle paid at 154% in Feb 2025, delivering 26,927 shares to Roche .
- Governance safeguards: Robust stock ownership guidelines, hedging prohibition, and a Nasdaq-compliant clawback reduce misalignment and excesive risk-taking; no options granted, mitigating repricing risk .
Performance & Track Record
| Indicator | Detail |
|---|---|
| 2024 Company Operating Results | Revenue +14% to $1.4B; adjusted EBITDA +25% with 200 bps margin expansion; adjusted diluted EPS +34%; CFOA $102m |
| 2019–2024 Stock Prices (Year-End) | $16.05 (2019), $29.97 (2020), $36.11 (2021), $25.14 (2022), $24.02 (2023), $38.76 (2024) |
| Say-on-Pay Support | 91% approval at 2024 annual meeting |
Compensation Peer Group (for LTIP/benchmarking context)
- 2024 compensation peer group spans insurance brokers and P&C insurance services; LTIP PSUs measure relative TSR versus this group; the Committee does not target specific percentiles for total compensation .
- 2025 changes removed Arthur J. Gallagher & Co. and Focus Financial Partners Inc. from the peer group .
Investment Implications
- Alignment and upside leverage: Roche’s compensation is tilted to PSUs with rigorous relative TSR and EPS CAGR hurdles and a 3-year cliff, enhancing alignment with long-term value creation; 2024 stock awards underscore emphasis on performance equity over time-based grants .
- Near-term supply/vesting watch: The 2022 PSU payout delivered 26,927 shares to Roche on Feb 19, 2025, and 2022 RSAs continue vesting through 2027—monitor these dates for potential incremental selling pressure, subject to trading windows and policy constraints .
- Retention and change-in-control economics: As a Group 1 executive, Roche has meaningful, but not excessive, severance protections (1.5x base for no-CIC QS; 2.0x base for CIC+QS) plus pro-rata target bonuses and equity acceleration depending on CIC/assumption—adequate to retain without egregious “golden parachute” features (no tax gross-ups; no single-trigger vesting) .
- Ownership and skin-in-the-game: Roche holds 138,997 Class A and 1,036,786 Class B shares (1.0% combined voting power) and is subject to 3x salary ownership guidelines, with hedging prohibited and clawback in place—signals constructive alignment and policy discipline .