Francesca Cornelli
About Francesca Cornelli
Francesca Cornelli, 62, is an independent director of Ryan Specialty Holdings, Inc. (RYAN) serving since July 2023 (Class II; term expires 2026). She sits on the Audit Committee and is Dean of Northwestern University’s Kellogg School of Management, with a career grounded in finance, corporate governance, and board service; the Board affirms her independence under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| London Business School | Professor of Finance; Deputy Dean | 1994–2019 | Senior academic leadership; governance research focus |
| Swiss Re International; Swiss Re Holdings | Independent Board Member | 2013–2019 | Board oversight at leading (re)insurer |
| Telecom Italia | Independent Director | 2014–2018 | Public company board experience |
| Banca Intesa San Paolo | Independent Director | 2016–2019 | Large European bank board experience |
| GCP Capital Partners Limited | Independent Board Member | 2023–2024 | Investment company; acquired; capital markets exposure |
| American Finance Association | Director | 2013–2016 | Academic governance role |
| Review of Financial Studies | Editor | Not disclosed | Top-tier journal leadership |
| Review of Economic Studies; Journal of Finance | Board of Editors / Associate Editor | Not disclosed | Editorial governance in finance |
External Roles
| Organization | Role | Type | Tenure | Notes |
|---|---|---|---|---|
| Kellogg School of Management (Northwestern University) | Dean; Professor of Finance; Donald P. Jacobs Chair | Academic | Aug 2019–present | Senior academic leadership |
| GCM Grosvenor Inc. | Director | Public company | Current | Global alternatives asset manager |
| AFFECT (AFA committee) | Co‑creator; Board Member | Non-profit/association | Since Jan 2016 | Promotes advancement of women in finance academia |
| CEPR (Center for Economic Policy Research) | Research Fellow | Academic network | Current | Research affiliation |
Board Governance
- Committee assignments: Audit Committee member; not a chair. The Audit Committee is fully independent; responsibilities include auditor oversight, risk/cyber review, internal controls, and related-party transaction approval .
- Independence status: Board affirmatively determined Cornelli is independent under NYSE standards .
- Attendance and engagement: In 2024 the Board held four regular and two special meetings; all directors other than one (O’Halleran) attended at least 75% of their Board and committee meetings, indicating Cornelli met or exceeded the 75% threshold. Independent directors met in executive session four times, led by the Lead Director .
- Board tenure/class: Director since 2023; Class II; term ends 2026 .
- Governance change agenda (signals): Board seeks declassification (phase to annual elections), adopt majority voting in uncontested elections, eliminate springing supermajorities, add shareholder written consent and special meeting rights, and sunset the Class B 10:1 vote by Sept 30, 2029—aligning with broader governance best practices .
Fixed Compensation
| Component | 2024 Actual | 2025 Policy (effective Jan 1, 2025) |
|---|---|---|
| Annual cash retainer (Director) | $100,000 | $120,000 |
| Audit Chair fee | N/A (not Chair) | $35,000 (chair fee level) |
| Comp & Gov Chair fee | N/A | $25,000 (chair fee level) |
| Lead Director fee | N/A | $35,000 (role fee level) |
| Committee member fees | None disclosed for members (only chairs paid) | Same structure (only chairs and lead paid) |
| Meeting fees | None disclosed | None disclosed |
Notes: Robert Le Blanc forgoes compensation; O’Halleran forgoes cash (not applicable to Cornelli) .
Performance Compensation
| Equity Element | 2024 Grant Detail | Vesting/Delivery | 2025 Policy |
|---|---|---|---|
| RSUs (annual director grant) | 2,297 RSUs; grant-date fair value $112,717 (prorated for service from start date through 2024 annual meeting) | RSUs fully vested at grant; delivered within 30 days of grant or deferred to separation/change-in-control if elected | Annual equity grant target increased to $200,000 grant-date value for non-employee directors (effective 2025) |
| Performance metrics (director equity) | None disclosed for director RSUs; time-vested only | — | — |
Other Directorships & Interlocks
| Entity | Overlap/Interlock | Potential Governance Consideration |
|---|---|---|
| GCM Grosvenor Inc. (public) | Current directorship | Exposure to alternative asset management governance; no RYAN-related transaction disclosed |
| Northwestern University | Cornelli is Kellogg Dean; Patrick G. Ryan (Executive Chairman) is long-time Northwestern trustee/former chair (not a corporate interlock) | Network tie worth investor awareness; no related-party transaction disclosed |
| Swiss Re (prior) | Prior directorships at Swiss Re entities | Insurance sector expertise; historical relationship only |
No related-party transactions were disclosed involving Dr. Cornelli for 2024; the Audit Committee reviews and must approve any related-party transaction .
Expertise & Qualifications
- Finance and governance scholar; research interests include corporate governance, private equity, IPOs, bankruptcy, and innovation policy .
- Board skills matrix marks strengths in leadership, financial/accounting acumen, insurance industry familiarity, and public company experience .
- Audit Committee member with financial literacy as required by NYSE; committee is fully independent .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A shares beneficially owned (as of Record Date Apr 1, 2025) | 2,297 shares | From Security Ownership table |
| % of Class A outstanding | <1% | From Security Ownership table |
| Class B shares beneficially owned | 0 | — |
| Director stock ownership guideline | 5x annual cash retainer within 5 years | Applies to non-employee directors |
| Guideline compliance deadline (Cornelli) | July 31, 2028 | Per table of compliance dates |
| Compliance status | Company states all directors are currently in compliance | |
| Hedging/pledging | Company policy prohibits director pledging and hedging without explicit approval; hedging generally prohibited |
Governance Assessment
- Strengths
- Independent director with deep finance/governance expertise; Audit Committee service adds oversight strength .
- Attendance meets or exceeds 75% threshold; independent directors conducted four executive sessions in 2024, supporting independent oversight .
- Ownership alignment mechanisms include 5x retainer stock ownership guidelines (Cornelli deadline 7/31/2028) and anti-hedging/anti-pledging policy; company reports all directors are in compliance, a positive alignment signal .
- Board is advancing governance reforms (declassification, majority voting, special meeting and written consent rights, elimination of springing supermajorities, Class B high-vote sunset by 9/30/2029), which should improve accountability and investor confidence over time .
- Potential risks and watch items
- Dual-class structure concentrates voting power (Patrick G. Ryan controls ~76.5% voting power as of 3/31/2025), though a sunset by 9/30/2029 is proposed; continued monitoring is warranted until the sunset is effected .
- Director RSUs are fully vested at grant (no performance conditions), which is common for directors but provides less explicit performance linkage; watch for alignment via ownership guidelines and equity value at risk .
- Network tie: Cornelli’s Kellogg role and Ryan’s extensive Northwestern leadership history create a visible institutional network; no related-party transactions disclosed, but governance observers may monitor for perceived influence or potential conflicts .
Director Compensation (2024 actual)
| Component | Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 100,000 |
| Stock Awards (RSUs) – grant-date fair value | 112,717 |
| Total | 212,717 |
RSU details: 2,297 RSUs issued (prorated for service from start date through 2024 annual meeting); RSUs fully vested at grant; delivery within 30 days of grant or deferred at election (separation/change-in-control) .
Related Party Exposure
- Audit Committee is responsible for reviewing and approving related-party transactions; no 2024 related-party transactions disclosed involving Dr. Cornelli .
- Disclosed related-party items involve other parties (e.g., Geneva Re arrangements involving Patrick G. Ryan), not tied to Cornelli .
RED FLAGS
- None specific to Cornelli disclosed (no low attendance, no related-party transactions, no pledging). Systemic governance red flag remains the dual-class voting structure until the proposed 2029 sunset is implemented .