Anthony J. Kuczinski
About Anthony J. Kuczinski
Independent director of Ryan Specialty Holdings since October 30, 2023; age 66; serves on the Audit Committee and the Compensation & Governance Committee . Former President & CEO of Munich Reinsurance US Holdings (2008–2023) with prior senior roles at Munich Re since 1989; earlier COO of NY Marine & General Insurance and auditor at Coopers & Lybrand . Education and credentials: B.A. in Public Accounting (Pace University, magna cum laude), Wharton Certificate in Advanced Executive Education, CPA, and CPCU; brings deep insurance, financial, risk, and cybersecurity expertise, and is an independent director under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Munich Reinsurance US Holdings | President & CEO | 2008–2023 | Led North American P&C operations, extensive insurance and financial leadership . |
| Munich Re | Senior roles (various) | 1989–2008 | Built broad reinsurance operating and risk oversight experience . |
| NY Marine & General Insurance Company | Chief Operating Officer | — | P&C carrier operating leadership . |
| Coopers & Lybrand (now PwC) | Audit practice | — | Public accounting and audit background . |
External Roles
| Organization | Role | Tenure/Status | Committees/Notes |
|---|---|---|---|
| Munich Re Board of Management (North America) | Executive Advisor | Current | Strategic advisory to board management . |
| Skyward Specialty Insurance Group | Director | Current | Public company directorship . |
| Hagerty, Inc. | Director | Current | Public company directorship . |
| Penn Medicine | Board member; Executive Committee | Current | Health system board service . |
| Penn Medicine Princeton Health | Board member; Executive Committee Chair | Current | Executive committee leadership . |
Board Governance
| Item | Detail |
|---|---|
| Committee assignments | Audit Committee member; Compensation & Governance Committee member . |
| Chair roles | None disclosed . |
| Independence | Board affirmed independence under NYSE standards . |
| Attendance | Each director other than O’Halleran attended ≥75% of 2024 Board/committee meetings; Audit met 4x, Comp & Gov met 5x in 2024 . |
| Financial expertise | All Audit members financially literate; Bolger designated audit committee financial expert . |
| Years of service/class | Director since Oct 30, 2023; Class II; term ends 2026 . |
| Board practices | Lead Independent Director presides; independent director executive sessions held 4x/year . |
| Governance enhancements (2025 proposals) | Declassify board (phase-in), majority voting in uncontested elections, stockholder written consent/right to call special meetings; eliminate springing supermajority standards; add officer exculpation; Board recommends FOR all . |
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Lead Director Fee ($) | Notes |
|---|---|---|---|---|
| 2024 (actual) | 100,000 | 0 | 0 | Standard director cash retainer; he did not serve as chair or Lead Director . |
| 2025 (policy) | 120,000 | Audit Chair 35,000; Comp & Gov Chair 25,000 | 35,000 | Policy effective Jan 1, 2025; applies if serving in those roles (he is not a chair/Lead as of proxy) . |
Performance Compensation
| Grant Date | Type | Units/Shares | Grant-Date Fair Value ($) | Vesting | Settlement/Deferral |
|---|---|---|---|---|---|
| Prorated through 2024 annual meeting | RSUs | 1,692 | 83,043 | Fully vested as of grant | One share per RSU within 30 days, or deferred to separation/change in control if elected . |
No director performance metrics apply; non-employee director equity is time-based and fully vested at grant under the Non-Employee Director Compensation Policy .
Director Compensation (2024 actual)
| Component | Amount ($) |
|---|---|
| Fees earned or paid in cash | 100,000 |
| Stock awards (RSUs) | 83,043 |
| Total | 183,043 |
Other Directorships & Interlocks
- Current public company boards: Skyward Specialty Insurance Group; Hagerty, Inc. .
- Compensation Committee interlocks: Proxy discloses an interlock between Patrick G. Ryan (serving on Geneva Re’s committee) and Michael D. O’Halleran (Executive Chairman of Geneva Re) on RYAN’s Board; no interlock disclosed involving Kuczinski .
Expertise & Qualifications
- Insurance and financial leadership (former CEO of Munich Re US Holdings; CPA; CPCU) .
- Skills matrix: leadership, financial/accounting acumen, enterprise risk management, industry and operational experience, public company experience, cybersecurity .
- Audit committee financial literacy; serves on both Audit and Compensation & Governance committees .
Equity Ownership
| Metric | Detail |
|---|---|
| Total beneficial ownership | 1,692 shares of Class A common stock; <1% of outstanding . |
| Vested vs. unvested | RSUs fully vested at grant; settlement either within 30 days or upon separation/CIC if deferred . |
| Pledged/hedged shares | Company prohibits pledging and hedging absent explicit approval; no pledging disclosed for Kuczinski . |
| Director ownership guidelines | Required: 5x annual cash retainer within 5 years; his compliance deadline: October 30, 2028; all directors currently in compliance . |
Governance Assessment
- Board effectiveness and independence: Independent director with deep insurance/financial risk expertise; service on Audit and Compensation & Governance committees strengthens oversight of reporting, risk, and human capital/compensation; attendance met Board expectations in 2024 (≥75%) .
- Compensation and alignment: 2024 director pay modest ($183k) with equity component via fully vested RSUs; 2025 policy increases to remain market-competitive (cash retainer to $120k; equity to $200k) while maintaining straightforward structure; no meeting fees; only chair/Lead premiums apply .
- Ownership alignment: Stock ownership guideline of 5x cash retainer with compliance required by Oct 30, 2028; policy prohibits pledging/hedging; all directors currently in compliance, supporting alignment with shareholders .
- Conflicts/related-party exposure: Proxy discloses multiple related-party arrangements involving the Ryan Parties and Geneva Re, but none involve Kuczinski; no late Section 16 filings disclosed for him in 2024, reducing regulatory risk indicators .
- Governance signals: Board-sponsored proposals to declassify the board, adopt majority voting, allow stockholder written consents and special meeting rights, and eliminate certain supermajority provisions are shareholder-rights enhancing steps that can bolster investor confidence; officer exculpation aligns with Delaware law trends without shielding loyalty/bad faith breaches .
RED FLAGS: None disclosed for Kuczinski (no related-party transactions, no pledging, no late Section 16 filings, independence affirmed) .