Lowry Baldwin
About Lowry Baldwin
Lowry Baldwin, age 66, is Board Chair of The Baldwin Group (BWIN) and a non-independent, employee director; he has served on the board since September 2019 and is the father of CEO Trevor Baldwin . He co-founded the firm’s holding company in 2011 after building the middle market business in 2006 and has deep insurance entrepreneurship roots dating back to 1981 at Aetna Property & Casualty; he holds a BS in Psychology from Wake Forest University . He serves on the Executive Committee; the board’s leadership structure includes a lead independent director (Chris Sullivan) who convenes quarterly executive sessions of independent directors . Eight of 10 directors are independent, average age is 60, and the board is classified with Lowry in Class I (term expires at the 2026 annual meeting) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Baldwin Group | Board Chair | Since 2019 | Executive Committee member |
| The Baldwin Group (Holding Co.) | Co-Founder | 2011 | Led investment platform build-out |
| Middle Market Business (Baldwin) | Co-Founder | 2006 | Growth of commercial risk business |
| Advantec Solutions, Inc. | Co-Founder | 1997 | National PEO leadership |
| Davis Baldwin Insurance & Risk Mgmt | Co-Founder | 1991 | Insurance brokerage expansion |
| Baldwin & Sons | Joined | 1983 | Early insurance operations experience |
| Aetna Property & Casualty | Insurance career start | 1981 | Foundation in P&C insurance |
External Roles
No other public company directorships disclosed for Lowry Baldwin in the 2025 DEF 14A .
Board Governance
- Independence and leadership: Board Chair is non-independent; lead independent director (Chris Sullivan) runs executive sessions and participates in agenda setting, providing oversight balance .
- Committee membership (Lowry Baldwin): Executive Committee member; Executive Committee includes Lowry and Trevor Baldwin with Chris Sullivan .
- Classification and term: Class I director; term expires at the 2026 annual meeting .
- Board composition: 8 of 10 directors independent; 30% gender diversity; 30% racial diversity .
- Meeting cadence and attendance: Independent director executive sessions quarterly; 2024 meeting attendance was strong with Board 95%, Audit 100%, Compensation 100%, Nominating & Governance 100%, Technology & Cyber 92% .
- Say-on-Pay outcomes: 2024 support ~91%; 2025 support 97.6% (For 97,572,489; Against 2,664,822; Abstain 361,392) .
Board and committee attendance (2024):
| Metric | Board of Directors | Audit Committee | Compensation Committee | Nominating & Corporate Governance | Technology & Cyber Risk |
|---|---|---|---|---|---|
| Meetings Held (#) | 13 | 4 | 5 | 4 | 4 |
| Average Attendance (%) | 95% | 100% | 100% | 100% | 92% |
Fixed Compensation
Lowry Baldwin (Board Chair; employee director) – 2024 compensation components:
| Component | Amount ($) | Notes |
|---|---|---|
| Salary | 125,000 | Unrelated to Board service |
| Risk Advisor Commissions | 668,830 | Production commissions |
| Director Fees/Stock Awards | — | Not paid director retainers or stock awards |
| Total | 793,830 | Sum of salary + commissions |
Non-employee director compensation structure (policy levels):
| Compensation Element | 2024 | 2025 Update |
|---|---|---|
| Annual Board Retainer – Cash | 75,000 | 105,000 |
| Annual Board Retainer – Stock | 75,000 | 105,000 |
| Lead Independent Director Retainer | — | 25,000 |
| Audit Chair Retainer | 20,000 | 20,000 |
| Compensation Chair Retainer | 15,000 | 15,000 |
| Nominating & Governance Chair Retainer | 10,000 | 15,000 |
| Technology & Cyber Risk Chair Retainer | 15,000 | 15,000 |
Policies: Non-employee directors are reimbursed for expenses; no per-meeting fees; not entitled to retirement benefits, incentive compensation, or perquisites .
Performance Compensation
Director equity awards (non-employee directors, 2024):
| Item | Value/Detail |
|---|---|
| Fully vested shares granted per non-employee director | 2,463 shares of Class A |
| Grant date fair value per non-employee director | 78,474 |
| Incentive/Performance-based pay for directors | None; directors are not entitled to incentive compensation |
Lowry Baldwin did not receive director stock awards or fees for Board service in 2024; his compensation reflects salary and commissions in his employee capacity .
Other Directorships & Interlocks
Related-party, interlocks, and affiliated transactions:
| Counterparty/Relationship | Description | Amount / Date |
|---|---|---|
| The Villages (≥5% holder) | Commission revenue from broking services | ~$3.1 million since beginning of FY ended Dec 31, 2024 |
| The Villages (subsidiaries) | Rent expense under office leases | ~$0.9 million since beginning of FY ended Dec 31, 2024 |
| Entity with Chris Sullivan (~35% owned) | Commission revenue | ~$0.2 million since beginning of FY ended Dec 31, 2024 |
| Trey Baldwin & John Baldwin (Lowry’s brothers) | Producer commissions paid by Company | ~$0.3 million and ~$0.4 million since beginning of FY ended Dec 31, 2024 |
| Emerald Bay Risk Solutions, LLC | Investment; capital commitments by Baldwin Holdings, Lowry, and executive team | Carrying value $2.3m (9/30/2025) and $2.1m (12/31/2024) |
| University of South Florida (USF) Muma College of Business | Remaining donation commitment via Baldwin Holdings; anticipated half funded by Lowry Baldwin | $3.4m through Oct 2028 |
Stockholders and control arrangements:
- 2019 Stockholders Agreement gives Holders (including entities controlled by Lowry) broad approval rights over major corporate actions and the right to designate a majority of board nominees, including the Board Chair, while Substantial Ownership Requirement is met .
- Consent Agreement empowers an Independent Committee to approve specified matters and limit nominations not in shareholders’ best interests .
- 2024 Stockholders Agreement preserves similar rights if the 2019 agreement is deemed invalid; by-laws amended accordingly .
Expertise & Qualifications
- Insurance and risk industry knowledge; start-up/entrepreneurship; sales and consumer marketing are among Lowry’s top areas of expertise per the Board’s Skills Chart .
- Public company leadership/governance and capital allocation experience are identified areas of experience .
Equity Ownership
Beneficial ownership and voting influence:
| Class | Shares Beneficially Owned (#) | % of Class | Combined Voting Power (%) |
|---|---|---|---|
| Class A | 218,051 | 0.3% | 17.3% (combined A+B) |
| Class B | 20,314,358 | 42.1% | 17.3% (combined A+B) |
Holdings structure and voting agreements:
- BIGH (entity controlled by Lowry) beneficially owns 12,777,590 Class B shares; Voting Group beneficially owns 7,536,768 Class B shares and 218,051 Class A shares; Lowry has shared voting power over Voting Group shares pursuant to a voting agreement .
- Class B shares are exchangeable one-for-one with LLC Units into Class A (subject to restrictions); Class B cancels upon exchange/redemption .
- Stock Ownership Guidelines: non-employee directors must hold 5x annual cash Board retainer; shares subject to pledges do not count; includes certain unvested time-based awards and vested-but-unsettled PSUs; five-year compliance window .
- Hedging policy: directors are prohibited from hedging transactions (options, swaps, collars, etc.) involving Company equity .
Governance Assessment
- Positive indicators: Independent committees (Audit; Compensation; Nominating & Governance; Technology & Cyber Risk) and quarterly executive sessions of independent directors provide oversight counterweight to a non-independent Chair . Strong attendance across Board/committees in 2024 (95%–100%) and robust Say-on-Pay support (91% in 2024; 97.6% in 2025) signal engagement and investor confidence .
- RED FLAGS / conflicts: Non-independent Chair and familial relationship with CEO (father–son) alongside shared Executive Committee membership may concentrate decision authority; this heightens entrenchment and related-party risk . Stockholders Agreements (2019/2024) grant Holders significant approval rights and board nomination power (including Chair), potentially misaligning with minority shareholders; mitigation via Consent Agreement/Independent Committee adds oversight but underscores control dynamics . Related-party transactions include brothers’ commissions, The Villages revenue and rent, and Sullivan-linked entity commissions; these require ongoing Audit Committee oversight under the Related Person Transactions Policy . Tax Receivable Agreement (TRA) with pre-IPO holders—includes Lowry and BIGH—obligates Baldwin to pay 85% of realized tax savings, with change-of-control provisions potentially triggering substantial payments; a TRA liability of $5.2m was recorded as of 9/30/2025, indicating ongoing obligations that may impact liquidity and create perceived conflicts .
- Overall: High investor support and independent committee structure are positives, but the non-independent Chair, familial ties, control agreements, and recurring related-party transactions require continued scrutiny; Audit/Nominating Committee practices, executive sessions, and RPT policy mitigate risk to an extent, but concentrated control remains a governance consideration for investors .