David P. Bolger
About David P. Bolger
Independent director (Class II) at Ryan Specialty since 2012; age 67; Audit Committee Chair and designated audit committee financial expert. Former EVP & CFO at Aon Corporation (2003–2008), executive roles at Bank One, COO of Chicago 2016 Olympic bid; BS in Accounting & Finance (Marquette) and MM (Northwestern Kellogg). Current term expires in 2026; Board size 13; eight independent directors including Bolger .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aon Corporation | Executive Vice President & Chief Financial Officer | 2003–2008 | Led finance for global insurance broker; deep public company finance experience |
| Bank One Corporation (and predecessors) | Multiple executive positions | Prior to 2003 | Banking/finance operations leadership |
| MB Financial, Inc. | Director | 2004–2019 | Public company board experience in financial services |
| Chicago 2016 | Chief Operating Officer | Campaign period | Large-scale program operations oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| (None disclosed as current public company boards) | — | — | Proxy lists prior MB Financial directorship; no current public company directorships disclosed for Bolger |
Board Governance
- Committee assignments: Audit Committee Chair; members include Bienen, Collins, Cornelli, Kuczinski; all independent and financially literate; Bolger designated “audit committee financial expert” .
- Independence: Board affirmatively determined Bolger is independent under NYSE rules .
- Attendance: Board held 4 regular and 2 special meetings in 2024; all directors except O’Halleran attended ≥75% of Board/committee meetings (Bolger met threshold). All directors attended the 2024 annual meeting .
- Executive sessions: Independent directors meet four times per year; presided by Lead Director .
- Term/class: Class II director; term ends 2026; Board set at 13 directors .
Fixed Compensation
| Component | 2024 Amount | 2025 Policy (effective Jan 1, 2025) | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | $120,000 | Paid quarterly |
| Audit Committee Chair fee | $25,000 | $35,000 | Chair-only fee |
| Lead Director fee | — | — | Not applicable to Bolger |
| Total cash fees (2024 actual) | $125,000 | — | Retainer + chair fee |
Performance Compensation
| Equity Award | Grant date | Units | Grant-date fair value | Vesting/Settlement | 2025 Policy |
|---|---|---|---|---|---|
| RSUs (annual director grant) | Apr 30, 2024 | 2,496 | $122,500 | Fully vested at grant; settles within 30 days or, if elected, upon separation or change-in-control | Annual equity increased to $200,000 grant-date value starting 2025 |
No director performance metrics disclosed; director equity is time-based and fully vested at grant .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Compensation committee interlocks | Proxy notes interlocks relating to Geneva Re (Patrick G. Ryan and Michael D. O’Halleran); no Bolger interlock disclosed |
| Related-party transactions | Audit Committee (chaired by Bolger) reviews all related-party transactions; no transactions involving Bolger disclosed in 2024 |
Expertise & Qualifications
- Audit committee financial expert; financially literate under NYSE standards .
- Extensive finance and insurance background (Aon CFO; Bank One executive) .
- Enterprise risk oversight and cybersecurity/internal control oversight via Audit Committee charter responsibilities .
- Degrees: BS Accounting/Finance (Marquette), Master of Management (Northwestern Kellogg) .
Equity Ownership
| Holding | Quantity | Notes |
|---|---|---|
| Class A common stock | 88,967 shares | Includes 12,500 RSUs vested at grant with settlement deferred until separation from Board |
| Ownership % of Class A | <1% | As reported in beneficial ownership table |
| Director ownership guideline | 5x annual cash retainer; compliance required by Apr 21, 2026 for Bolger | Company states all directors currently in compliance |
| Hedging/pledging | Prohibited without approval; anti-hedging and anti-pledging policy in effect |
Governance Assessment
- Strengths: Independent director; Audit Chair with “financial expert” designation; robust attendance; clear oversight of internal controls, risk, and cybersecurity; equity ownership with RSU deferral and guideline compliance signal alignment .
- Compensation mix: Balanced cash retainer + equity; 2025 increase in cash and equity may enhance alignment but reduces at-risk nature (director equity fully vested at grant) .
- Conflicts/Red flags: No related-party transactions involving Bolger disclosed; minor Section 16 timing issue (one Form 4 filed two days late) attributed to exchange fund reporting—administrative, not substantive .
- Structural governance context: Board pursuing declassification, majority voting, special meeting and written consent rights; Class B high-vote sunset by Sept 30, 2029—improves accountability; Bolger’s role supports transition credibility .