Brendan M. Mulshine
About Brendan M. Mulshine
Brendan M. Mulshine is Executive Vice President and Chief Revenue Officer at Ryan Specialty (RYAN), serving in this role since 2020; he previously was EVP & Managing Director (2012–2020) and held leadership positions at Aon Re (1995–2012). He began his career practicing law and holds a BA from Yale College, a JD from the University of Notre Dame, and an MBA from Northwestern’s Kellogg School of Management; age 59 as of the record date . Company performance context: 2024 organic revenue growth was 12.1% and Adjusted EBITDAC margin was 31.5% (STI metric outcomes below); since inception the company has delivered six consecutive years of >20% topline growth and 14 consecutive years of double‑digit organic growth, with TSR significantly outperforming the S&P 500 Financials Sector since IPO .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryan Specialty | EVP & Chief Revenue Officer | 2020–present | Leads revenue generation; aligns growth initiatives across businesses |
| Ryan Specialty | EVP & Managing Director | 2012–2020 | Senior leadership across specialty distribution and underwriting |
| Aon Re | Various leadership roles | 1995–2012 | Advised domestic and global insurers on reinsurance capital needs |
| Private Practice (Law) | Attorney | Early career | Legal foundation; regulatory and contract competencies |
Fixed Compensation
Multi‑year compensation (USD) for Brendan M. Mulshine:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $625,010 | $673,472 | $685,011 |
| Stock Awards | $128,248 | — | $926,346 |
| Option Awards | — | $1,499,997 | — |
| Non‑Equity Incentive (STI) | $1,054,703 | $1,072,522 | $970,437 |
| All Other Compensation | $61,781 | $51,398 | $13,174 |
| Total | $1,869,742 | $3,297,389 | $2,594,968 |
2025 base salary update:
- Base salary increased to $725,000 effective March 2025 .
Perquisites and retirement:
- 401(k) plan contributions: $12,636 in 2024; incremental personal travel expense: $538 .
- No defined benefit pension; nonqualified deferred compensation plan available, but NEOs did not participate as of 12/31/2024 .
Performance Compensation
2024 STI plan metrics (Corporate plan):
| Metric | Weight | Target (100% payout) | Actual | Payout Factor |
|---|---|---|---|---|
| Organic Revenue Growth | 35% | 10–12% | 12.1% | 101.7% |
| Adjusted EBITDAC Margin | 35% | 31.00–31.25% | 31.5% (at target accrual) | 120.3% |
| Individual Merit Achievement | 30% | Committee assessed | Company‑level merit factor 55.8% (reflecting organic growth shortfall vs guidance) | 55.8% |
| Overall STI Outcome (approximate) | — | — | — | ~94.4% of target |
Brendan‑specific STI details:
| Item | Value |
|---|---|
| Target bonus % of base salary | 150% |
| Actual bonus paid (for 2024) | $970,437; paid in early 2025 |
2024 LTI awards (performance‑based PLUs/PSUs):
| Instrument | Grant Date | Threshold (#) | Target (#) | Maximum (#) | Grant Date Fair Value ($) | Vesting | Performance Conditions |
|---|---|---|---|---|---|---|---|
| PLUs/PSUs | 3/1/2024 | 28,474 | 37,965 | 56,948 | $923,346 | Cliff on 4/1/2029; employment through 1/1/2029 | Must meet Adjusted EBITDAC margin target by 2027 and through 2028, and Organic Revenue Growth CAGR (2024–2027); stock price CAGR determines vesting at 75%/100%/150% of units at threshold/target/maximum |
Outstanding and vesting schedules:
| Instrument | Units Outstanding | Vesting Schedule | Exercise/Threshold |
|---|---|---|---|
| RLUs (2022 RLU tranche) | 1,226 | Vested on 4/1/2025 | n/a |
| Class C Units (Reload) – Exercisable | 18,956 | Reload tranches vest equally 7/22/2024–2026 (remaining 2025–2026) | $23.34 threshold |
| Class C Units (Reload) – Unexercisable | 37,912 | As above | $23.34 threshold |
| Class C Units (2023 grant) – Unexercisable | 65,274 | 20% annually on 4/1/2026–2030 | $40.74 threshold |
| PLUs/PSUs (maximum) | 56,948 | Performance certification on 4/1/2029 | n/a |
2024 vesting activity (realized):
| Share‑Based Awards | Shares Vested | Value Realized |
|---|---|---|
| RLUs (4/1/2024 tranche) | 1,227 | $68,099 |
Equity Ownership & Alignment
Beneficial ownership:
| Security | Count | Notes |
|---|---|---|
| Class A Common Stock | 74,592 | 1 vote per share |
| Class B Common Stock | 675,461 | 10 votes per share until sunset; then 1 vote per share |
| Combined voting power | <1% | “*” denotes less than 1% in proxy table |
Alignment policies:
- Executive stock ownership guideline: 4x base salary; compliance required by 6/7/2027; currently in compliance .
- Anti‑hedging and anti‑pledging: directors and employees prohibited from pledging and hedging company stock unless explicitly approved; insider trading policy applies .
- Clawback policy (NYSE/SEC‑compliant): recovers erroneously awarded incentive comp upon accounting restatement; applies regardless of misconduct .
Potential supply/insider selling pressure:
- Near‑term: 2022 RLU tranche vested 4/1/2025 (1,226 units) .
- Medium‑term: Reload Class C Units continue vesting through 7/22/2026; 2023 Class C Units vest 20% annually 2026–2030 .
- Long‑term: 2024 PLUs/PSUs cliff vesting on 4/1/2029 subject to performance .
Employment Terms
Plan design:
- Severance multiples: Non‑CIC termination = 1.0x base salary + target bonus; CIC termination (6 months pre to 18 months post CoC) = 2.0x base salary + target bonus; pro‑rata bonus rules differ by scenario; time‑based equity accelerates in CIC; PLUs/PSUs per award terms .
- Restrictive covenants: non‑compete and non‑solicit post‑termination (12 months non‑CIC; 24 months CIC) .
- Clawback policy as above .
Brendan‑specific potential payments (as of 12/31/2024):
| Scenario | Cash Severance | Pro‑Rata Bonus | Benefits Continuation | Equity Acceleration | Total |
|---|---|---|---|---|---|
| Involuntary termination (non‑CIC) | $1,712,527 | $970,437 | $31,690 | $78,660 | $2,793,314 |
| Involuntary termination (CIC) | $3,425,054 | $1,027,516 | $63,380 | $7,053,280 | $11,569,230 |
| Death/Disability/Qualified Retirement | — | — | — | $3,732,444 | $3,732,444 |
Risk Indicators & Red Flags
- Family relationship: Brendan’s spouse is the niece of Executive Chairman Patrick G. Ryan and cousin of Director Patrick G. Ryan, Jr.; related party transactions are governed by an Audit Committee policy with approval/ratification framework .
- Anti‑pledging/anti‑hedging policy reduces alignment risk; Section 16 compliance shows no delinquent filings for Brendan in 2024 .
- Compensation controls: independent consultant (FW Cook), annual risk assessment concluded programs do not create material adverse risk .
Compensation Peer Group (Benchmarking)
Peer group used to assess executive pay: Aon PLC; Argo Group International; Arthur J. Gallagher; AXIS Capital; Brown & Brown; BRP Group; CBIZ; Crawford & Co.; Erie Indemnity; Goosehead; Hanover Insurance Group; Marsh & McLennan; Primerica; RLI; Selective Insurance Group; Willis Towers Watson; base salaries targeted at or above the 75th percentile relative to peers .
Investment Implications
- Pay‑for‑performance alignment: STI ties 70% to Organic Revenue Growth and Adjusted EBITDAC margin; 2024 payout at ~94% of target reflects disciplined application of merit component amid organic growth shortfall vs guidance .
- Retention risk: Significant forward‑vesting schedule (Reload Class C through 2026; 2023 Class C 2026–2030; PLUs/PSUs cliff in 2029) and strong CIC protections (2.0x base+bonus, full time‑based equity acceleration) support retention of a key revenue leader .
- Insider supply dynamics: 2025 RLU vesting already occurred; substantial PLUs/PSUs contingent on multi‑year performance and stock CAGR (through 2028) limit immediate selling pressure; monitor annual Class C vesting tranches 2026–2030 .
- Governance considerations: Family ties to founder are transparently disclosed and overseen under related‑party policy; anti‑pledging, clawback, and stock ownership guidelines enhance alignment .