D. Cameron Findlay
About D. Cameron Findlay
D. Cameron Findlay (age 65) is Lead Director of Ryan Specialty and has served on the Board since 2012; his current Class III term expires in 2027. He holds a B.A. from Northwestern University, an M.A. (Oxon.) from Oxford University, and a J.D. from Harvard Law School; his career spans senior legal and general counsel roles at Archer Daniels Midland (2013–2023), Medtronic (2009–2013), and Aon (2003–2009) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Archer Daniels Midland Company | Senior Vice President, General Counsel, and Secretary | 2013–2023 | Led legal, compliance, and regulatory matters |
| Medtronic, Inc. | Senior Vice President and General Counsel | 2009–2013 | Global legal leadership |
| Aon Corporation | Executive Vice President and General Counsel | 2003–2009 | Insurance industry legal leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in proxy biography |
Board Governance
- Lead Independent Director since February 2023; presides over executive sessions of independent directors and Board meetings when the Chair is not present; executive sessions held four times per year .
- Committee assignments: Chair, Compensation and Governance Committee; Member, Executive Committee .
- Independence: Board has affirmatively determined Findlay is independent under NYSE rules .
- Years of service: Director since 2012; Class III term ends in 2027 .
- Attendance: In 2024, each director other than Mr. O’Halleran attended at least 75% of aggregate Board and committee meetings; Findlay met the attendance expectation .
| Committee | Role | 2024 Meetings | Key Responsibilities |
|---|---|---|---|
| Compensation and Governance | Chair | 5 | Governance guidelines, director nominations, succession planning, executive pay oversight, consultant independence, risk review |
| Executive Committee | Member | n/a | Exercises Board authority between meetings; chaired by Executive Chairman |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Cash fees | $145,000 | Base retainer ($100,000), Lead Director fee ($25,000), Compensation & Governance Chair fee ($20,000) |
| Stock awards (RSUs) | $122,500 | 2,496 RSUs granted April 30, 2024; fully vested at grant; settlement within 30 days or deferred at director’s election |
| Total | $267,500 | Cash + RSUs |
| Policy Element | 2024 Policy | 2025 Policy (effective Jan 1, 2025) |
|---|---|---|
| Annual cash retainer | $100,000 | $120,000 |
| Annual equity grant (RSUs, grant-date fair value) | $125,000 | $200,000 |
| Audit Chair fee | $25,000 | $35,000 |
| Compensation & Governance Chair fee | $20,000 | $25,000 |
| Lead Director fee | $25,000 | $35,000 |
- Compensation mix (2024): ~54% cash, ~46% equity, derived from reported amounts .
Performance Compensation
| Metric Type | Status | Notes |
|---|---|---|
| Performance-linked metrics | None disclosed | Director RSUs are fully vested at grant; no performance metrics apply to director equity awards |
Other Directorships & Interlocks
- No other public company boards for Findlay disclosed in the proxy biography .
- Committee interlock context: Patrick G. Ryan (Executive Chairman) serves on Geneva Re’s compensation committee; Geneva Re’s Executive Chairman (Michael D. O’Halleran) serves on RYAN’s Board—requires heightened conflict oversight .
- Director Nomination Agreement grants Ryan Parties significant nomination rights and committee seat rights while they hold specified ownership thresholds—potential governance influence to monitor .
Expertise & Qualifications
- Education: B.A. (Northwestern), M.A. (Oxford), J.D. (Harvard) .
- Core credentials: Legal, compliance, government regulatory expertise; extensive insurance industry experience .
- Board skills matrix: Leadership, enterprise risk management, industry and operational experience, public company experience, and cybersecurity competencies attributed to Findlay .
Equity Ownership
| Holder | Class A Shares | Class B Shares | Percent Outstanding | Notes |
|---|---|---|---|---|
| D. Cameron Findlay | 100,902 | — | <1% | Shares held individually or jointly with spouse |
| Director ownership guidelines | 5× annual cash retainer within 5 years | — | — | Compliance required by April 21, 2026 for Findlay; all directors currently in compliance |
| Hedging/Pledging | Prohibited absent explicit approval | — | — | Company anti-hedging/anti-pledging policy for directors and employees |
Say-on-Pay & Shareholder Feedback
| Proposal (2024 AGM) | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Advisory vote on executive compensation | 1,280,310,458 | 6,808,369 | 37,243 | 13,857,909 |
Governance Assessment
- Positives:
- Independent Lead Director with clear responsibilities; regular executive sessions bolster board oversight .
- Chair of Compensation & Governance Committee; under his committee’s purview, Board advanced shareholder-friendly reforms for 2025: declassification with annual elections, majority voting in uncontested elections, eliminating springing supermajority standards, enabling written consent and stockholder-called special meetings (20% net-long threshold), and setting a 2029 outside date to sunset Class B 10:1 voting—signals responsiveness to investor feedback .
- Director compensation aligned with market; ownership guidelines and anti-hedging/anti-pledging policies support alignment .
- Watch items / potential red flags:
- Dual-class voting persists until September 30, 2029 outside date; continued concentration of voting control until sunset .
- Ryan Parties’ nomination and committee rights may influence board composition disproportionate to economic ownership; monitor independence and committee decision-making rigor .
- Related-party transactions involving Ryan affiliates (e.g., Geneva Re services, aircraft charters) underline the importance of Audit Committee oversight; no Findlay-specific related-party transactions disclosed .
- Succession leadership: Findlay publicly affirmed confidence in CEO transition (Oct 1, 2024), reflecting active engagement in oversight of succession planning .
Overall, Findlay’s independent leadership, governance committee chair role, and engagement with structural reforms should be seen as positives for board effectiveness and investor confidence, with ongoing attention warranted to nomination rights and dual-class sunset execution .