Henry S. Bienen
About Henry S. Bienen
Henry S. Bienen, Ph.D., age 85 as of the 2025 record date, has served on Ryan Specialty’s Board since 2012 and is an independent director on both the Audit Committee and the Compensation and Governance Committee. He is President Emeritus of Northwestern University (President, 1995–2009) and previously served as James S. McDonnell Distinguished University Professor and Dean of Princeton’s Woodrow Wilson School. He holds a B.A. from Cornell and an M.A. and Ph.D. in Political Science from the University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Northwestern University | President; now President Emeritus | 1995–2009; current emeritus | Institutional leadership; governance experience |
| Princeton University (Woodrow Wilson School) | Dean; Distinguished Univ. Professor | Pre-1995 | Academic leadership; policy expertise |
| Bear Stearns Companies, Inc. | Director | 2004–2008 | Public company board experience; risk oversight |
| Council on Foreign Relations | Board member | 2001–2011 | Geopolitical and regulatory insight |
External Roles
| Organization | Role | Tenure/Status | Committees/Impact |
|---|---|---|---|
| Hedge Fund Guided Portfolio Solutions | Director | Current | Asset management oversight |
| Grosvenor Multi Strategy Funds | Director | Current | Investment governance |
| The Vistria Group – Education Investments | Advisory Committee Chair | Current | Human capital/education strategy |
| Rasmussen University | Director; past Chairman | Current; prior Chair | Post-secondary education governance |
| Lucas Museum of Narrative Art | Board member | Current | Cultural institution governance |
| Crown Center on Middle East Studies (Brandeis) | Chairman (past) | Prior | Academic governance |
| Academic Partnerships | Consultant | Current | Online education program management |
| MetroSquash | Lifetime board member | Current | Community engagement |
Board Governance
- Committee assignments: Member, Audit Committee; Member, Compensation & Governance Committee .
- Independence: Board affirms Bienen meets NYSE independence requirements .
- Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2023; in 2024, all directors except Mr. O’Halleran met the 75% threshold (Bienen met threshold) .
- Board meetings: 4 regular meetings in 2023; 4 regular + 2 special in 2024 .
- Executive sessions: Independent directors meet four times a year; Lead Director presides (Findlay) .
| Governance Metric | 2023 | 2024 |
|---|---|---|
| Board meetings held | 4 | 4 regular + 2 special |
| Bienen attendance threshold | ≥75% | ≥75% |
| Committee memberships | Audit; Comp & Gov | Audit; Comp & Gov |
| Independence status | Independent | Independent |
Fixed Compensation
| Component | 2023 (Paid) | 2024 (Paid) |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $85,000 | $100,000 |
| Stock Awards ($) | $115,000 | $122,500 |
| Total ($) | $200,000 | $222,500 |
| Director Compensation Policy (Non-Employee) | Pre-2023 | Jan 1, 2023 | Jan 1, 2024 | Jan 1, 2025 |
|---|---|---|---|---|
| Annual Cash Retainer | — | $85,000 | $100,000 | $120,000 |
| Annual Equity Grant (fair value) | — | $120,000 | $125,000 | $200,000 |
| Audit Chair Fee | — | $25,000 | $25,000 | $35,000 |
| Comp & Gov Chair Fee | — | $20,000 | $20,000 | $25,000 |
| Lead Director Fee | — | $25,000 | $25,000 | $35,000 |
Notes:
- Committee chair fees apply only to chairs; Bienen serves as member, not chair, thus no chair fees .
Performance Compensation
| Attribute | 2023 Grant | 2024 Grant |
|---|---|---|
| Grant Date | May 1, 2023 | April 30, 2024 |
| Instruments | RSUs | RSUs |
| RSUs Granted (shares) | 2,814 (for serving non-employee directors) | 2,496 (for serving non-employee directors; rounded) |
| Grant Date Fair Value | $115,000 | ≈$122,500 |
| Vesting | Fully vested at grant | Fully vested at grant |
| Settlement | Within 30 days or upon separation/change-in-control at director election | Within 30 days or upon separation/change-in-control at director election |
- No performance-based metrics apply to director equity; grants are time-based and immediately vested .
Other Directorships & Interlocks
| Company/Organization | Public Company? | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Bear Stearns Companies, Inc. | Yes (prior) | Director (2004–2008) | None disclosed with RYAN |
| Hedge Fund Guided Portfolio Solutions | Not disclosed | Director | None disclosed |
| Grosvenor Multi Strategy Funds | Not disclosed | Director | None disclosed |
| Rasmussen University | Private | Director; past Chairman | None disclosed |
| The Vistria Group – Education Investments | Private | Advisory Committee Chair | None disclosed |
| Lucas Museum of Narrative Art | Non-profit | Board member | None disclosed |
- Related party transactions: Audit Committee reviews related-party transactions; proxies do not disclose any Bienen-specific related-party transactions .
Expertise & Qualifications
- Leadership, financial/accounting acumen, enterprise risk management, public company experience, and cybersecurity capabilities per board skills matrix .
- Academic leadership and policy expertise via Northwestern presidency and Princeton deanship .
- Advanced degrees: B.A. (Cornell); M.A./Ph.D. Political Science (University of Chicago) .
Equity Ownership
| As-of Date | Class A Shares Beneficially Owned | % of Class A Outstanding | Notes |
|---|---|---|---|
| March 11, 2024 | 51,893 | <1% | Shares held in trusts attributed to Bienen and spouse |
| March 31, 2025 | 51,905 | <1% | Shares held in trusts attributed to Bienen and spouse |
| Ownership Policy | Requirement | Compliance Deadline | Status |
|---|---|---|---|
| Director Stock Ownership Guidelines | 5x annual cash retainer within 5 years; hold 100% of shares until compliant | April 21, 2026 (for Bienen) | Company reports all directors currently in compliance |
- Anti-hedging/pledging: Company prohibits directors from pledging Company shares and from hedging, except as explicitly approved under Insider Trading Policy .
Governance Assessment
- Strengths:
- Long-tenured independent director with high-level institutional leadership (Northwestern President; Princeton Dean) and prior public board experience (Bear Stearns) supporting Audit and Compensation & Governance committee effectiveness .
- Consistent attendance at or above required thresholds; independent directors hold regular executive sessions; independence affirmed by NYSE standards .
- Clear, transparent director compensation policy with market reviews; equity grants fully vested and subject to settlement election, with robust ownership guidelines and anti-hedging/pledging protections .
- Risks/Watch items:
- Board tenure since 2012 and advanced age (85) may draw investor scrutiny on refreshment and long-term independence, though Board affirms independence .
- RSUs are not performance-based; aligns ownership but offers no performance conditioning; monitor any future shift toward PSUs or changes in equity mix .
- RED FLAGS:
- None disclosed specific to Bienen regarding related-party transactions, pledging/hedging, or Section 16 reporting issues; 2024 delinquencies noted for other directors (Bolger, Cortezi), not Bienen .