Seth Cohen
About Seth Cohen
Seth Cohen, age 47, is General Counsel and Corporate Secretary at The Baldwin Group (BWIN). He joined the company in February 2020 and was appointed to General Counsel and Corporate Secretary effective January 2022, leading legal, compliance, and regulatory functions . Education: BA in criminology and criminal justice (University of Florida) and JD (The George Washington University School of Law) . Key pay-for-performance metrics used for executive compensation at Baldwin include organic revenue growth, adjusted EBITDA/EPS growth, and relative TSR; in 2024 the company achieved 17% organic revenue growth vs a 10% target and adjusted EBITDA of $312.5M vs a $322.0M target .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Savills North America | Senior Vice President, Legal – Strategic Initiatives | — | Legal leadership across strategic initiatives |
| Cisco Systems, Inc. | Various leadership roles within legal | — | Legal leadership across multiple business areas |
| Sonnenschein Nath & Rosenthal (now Dentons) | Attorney | — | Foundational legal practice experience |
| Own law firm | Founder/Principal | — | Entrepreneurial legal management and practice |
External Roles
No external directorships or board roles disclosed for Seth Cohen in the 2025 proxy .
Fixed Compensation
| Metric | FY 2024 |
|---|---|
| Base Salary ($) | $300,000 |
| Target Annual Incentive Opportunity ($) | $375,000 |
| Actual Annual Incentive Paid ($) | $571,670 (paid 100% in fully vested Class A shares) |
| Shares issued for Annual Incentive | 14,302 shares |
| 401(k) Matching and Other ($) | $11,539 |
Performance Compensation
Annual Incentive Plan Structure and Outcomes (FY 2024)
| Metric | Weighting | Threshold | Target | Superior | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Organic Revenue Growth (%) | 35% | 7% | 10% | 15% | 17% | 200% of target for Cohen |
| Adjusted EBITDA ($) | 35% | $295,000,000 | $322,000,000 | $334,000,000 | $312,485,000 | 82% of target |
| Personal Objectives | 30% | — | — | — | Achieved between Target and Superior | Between Target and Superior |
| Total Annual Incentive Payout ($) | — | — | — | — | $571,670 | 152% of target |
Long-Term Incentive Plan (LTIP) – Grants and Design
| Component | FY 2024 Target Grant Value ($) | Instrument | Quantity | Vesting | Performance Goals | Payout Range |
|---|---|---|---|---|---|---|
| LTIP Total | $400,000 | RSAs + PSUs | — | — | — | — |
| RSAs | 25% of LTIP ($100,000) | Time-based RSAs | 3,406 shares | Equal annual installments over 5 years; first installment vested March 15, 2025 | n/a | n/a |
| PSUs | 75% of LTIP ($300,000) | Performance-based PSUs | Target 10,220 PSUs | Cliff vest after 3-year period; payout subject to continued employment through March 15, 2027 | 50% relative TSR vs peer group; 50% three-year adjusted diluted EPS CAGR; max TSR payout capped at Target if absolute TSR is negative | 0%–250% of Target for Cohen |
Historical PSU Outcomes (2012 LTIP performance period ended 12/31/2024; paid Q1 2025)
| Measure | Target | Actual | Result |
|---|---|---|---|
| Relative TSR vs 2022 peer group | Percentile target per plan | 43rd percentile | Component achieved |
| Relative TSR vs Russell 3000 Growth Index | Percentile target per plan | 58th percentile | Component achieved |
| 3-year Organic Revenue Growth CAGR (%) | 10% target | 19.5% | Above target |
| Cohen PSUs – Target vs Attained (#) | 10,697 target PSUs | 16,485 attained PSUs | 154% of target |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/7/2025) | 17,736 Class A shares; no Class B shares; less than 1% ownership |
| Ownership Guidelines | Executive officers expected to hold 3x annual base salary within 5 years of Feb 24, 2022 or within 5 years of appointment, whichever later; pledged shares do not count; unvested PSUs with unmet performance do not count |
| Hedging & Derivatives | Prohibited for directors and colleagues |
| Clawback Policy | Applies to incentive compensation for officers/executive leadership |
| Single vs Double Trigger | No single-trigger vesting of equity upon change in control |
| Company Share Withholding Repurchases (Q3 2025) | Company purchased 54,650 shares from employees to cover required tax withholding on vesting; avg prices: $41.60 (Jul), $35.29 (Aug), $31.85 (Sep) |
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Effective Jan 31, 2022; initial role Deputy General Counsel & Chief Information Security Officer; later promoted to General Counsel & Corporate Secretary |
| Base Salary | $300,000; eligible for annual bonus at Compensation Committee discretion (cash/equity mix) |
| LTIP Eligibility | Eligible under Omnibus Plan on same terms as other senior executives |
| Severance Plan | Executive Severance and Change in Control Benefit Program governs severance/CIC benefits |
| Retirement Benefits under Severance Plan | Earned but unpaid prior-year bonus; pro-rated current-year AIP assuming Target; continued vesting of time- and performance-based awards, subject to 5-year restrictive covenant compliance for retirement eligibility |
Estimated Benefits – December 31, 2024 Hypothetical Scenarios
| Scenario | Severance ($) | AIP ($) | COBRA ($) | RSAs ($) | PSUs ($) |
|---|---|---|---|---|---|
| Qualifying Separation (No CIC) | $300,000 | $571,670 | $23,000 | $341,593 | $2,330,561 |
| Change in Control (CIC only) | — | $571,670 | — | $341,593 | $2,330,561 |
| Qualifying Separation Upon CIC | $300,000 | $571,670 | $23,000 | $341,593 | $2,330,561 |
Notes: Upon CIC, PSU vesting is determined by the Compensation Committee’s good-faith assessment of performance achieved, with values shown based on FW Cook TSR calculations and using the $38.76 closing price on 12/31/2024 .
Compensation Peer Group (Benchmarking)
| Peer Company | Business Focus |
|---|---|
| Arthur J. Gallagher & Co. | Insurance Brokers |
| Brown & Brown, Inc. | Insurance Brokers |
| CBIZ, Inc. | Research and Consulting Services |
| Employers Holdings, Inc. | Property and Casualty Insurance |
| Erie Indemnity Company | Property and Casualty Insurance |
| Focus Financial Partners Inc. | Asset Management and Custody Banks |
| Goosehead Insurance, Inc. | Insurance Brokers |
| Hagerty, Inc. | Insurance Brokers |
| Kinsale Capital Group, Inc. | Property and Casualty Insurance |
| Palomar Holdings, Inc. | Property and Casualty Insurance |
| Primerica, Inc. | Life and Health Insurance |
| RLI Corp. | Property and Casualty Insurance |
| Ryan Specialty Holdings, Inc. | Insurance Brokers |
| Safety Insurance Group, Inc. | Property and Casualty Insurance |
| Selective Insurance Group, Inc. | Property and Casualty Insurance |
| Stewart Information Services Corp. | Property and Casualty Insurance |
Investment Implications
- Alignment and at-risk pay: Cohen’s pay is materially performance-linked, with 2024 AIP paid entirely in shares and a 75% PSU-weighted LTIP, using TSR and adjusted diluted EPS CAGR to align with shareholder value creation . The company’s clawback, ownership guidelines, and hedging ban further strengthen alignment .
- Retention and vesting: Five-year RSA vesting (first vest 3/15/2025) and 3-year PSU cliffs with employment-through-3/15/2027 requirement create multi-year retention hooks; severance for Cohen equals $300k under qualifying separation, with CIC terms providing PSU vesting based on performance determination .
- Performance execution: 2024 outperformance on organic revenue growth (17% vs 10% target) offset by below-target adjusted EBITDA ($312.5M vs $322.0M), producing a 152% AIP payout for Cohen; 2022 LTIP PSU payout at 154% reflects strong 3-year organic growth CAGR (19.5%) and solid relative TSR metrics .
- Trading signals: The company’s quarterly purchase of employee shares to satisfy tax withholding on vesting indicates periodic supply around vest dates (e.g., 54,650 shares in Q3 2025), relevant for liquidity timing around RSA/PSU settlements; this is not discretionary selling by Cohen but a corporate withholding process .