Janice M. Hamilton
About Janice M. Hamilton
Janice M. Hamilton, age 43, is Chief Financial Officer of Ryan Specialty, appointed effective October 1, 2024 after serving as Chief Accounting Officer (2021–2024) and Controller (2018–2021). She is a licensed CPA (Illinois) with a B.S. in Finance (Miami University) and M.S. in Accounting (University of Virginia), and previously held senior finance roles in London at AmTrust International, ANV Holdings, and Jubilee Group Holdings . Company performance context during her tenure: 2024 Organic Revenue Growth was 12.1% and Adjusted EBITDAC Margin was 31.5%; the company reports six consecutive years of >20% topline revenue growth and 14 years of double‑digit organic growth, and TSR outperformed peers over the presented period with a 136% increase .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryan Specialty | Controller | 2018–2021 | Led controllership during scaling, post-IPO readiness and consolidation |
| Ryan Specialty | Chief Accounting Officer | 2021–2024 | Oversaw reporting, controls, and accounting policy through high growth and M&A |
| Ryan Specialty | Chief Financial Officer | Oct 2024–Present | Transitioned into CFO as part of the 2024 succession plan |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| AmTrust International (non-U.S. & Lloyd’s operations) | CFO | 2016–2018 | Led international finance and Lloyd’s market operations |
| ANV Holdings BV | CFO | 2014–2016 | Drove finance through acquisition by AmTrust |
| Jubilee Group Holdings (prior Ryan Specialty subsidiary) | Controller → Finance Director | Pre‑2014 | Built finance foundation ahead of subsequent corporate transactions |
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | $600,000 | $600,000 (no increase) |
| Target Bonus (%) | 150% | 200% (raised for CFO role) |
| Actual Bonus Paid ($) | $850,005 | — |
Performance Compensation
Short‑Term Incentive (STI) framework and 2024 outcomes
Note: Ms. Hamilton’s 2024 STI was under a legacy discretionary plan but was set at 94.4% of target; she participates in the Executive Incentive Corporate Plan starting 2025 .
| Metric | Weight | Target Scale | Actual 2024 | Payout vs Target | Vesting/Timing |
|---|---|---|---|---|---|
| Organic Revenue Growth | 35% | 10–12% → 100%; >16% → 150% | 12.1% | 101.7% | Paid early 2025 |
| Adjusted EBITDAC Margin | 35% | 31.00–31.25% → 100%; >31.75% → 150% | 31.5% (at target accruals) | 120.3% | Paid early 2025 |
| Individual Merit | 30% | Committee‑assessed (culture/results/client centricity/teamwork/inclusion) | Committee outcome | 55.8% (for Corporate Plan NEOs) | Paid early 2025 |
| Ms. Hamilton’s STI determination | — | Legacy discretionary plan | — | 94.4% of target | Paid early 2025 ($850,005) |
Long‑Term Incentives (LTI) granted and vesting economics
| Award Type | Grant Date | Quantity | Grant Date Fair Value ($) | Performance Conditions | Vesting |
|---|---|---|---|---|---|
| PSUs (Class A) | Nov 4, 2024 | Threshold 47,456; Target 63,275; Max 94,913 | $2,756,259 | Must meet (i) Adjusted EBITDAC Margin Target by 2027 and maintained through 2028; (ii) 4‑yr Organic Revenue Growth CAGR (2024–2027); plus stock price CAGR governs payout at 75%/100%/150% at threshold/target/max | Cliff certification/vesting on Apr 1, 2029, subject to service through Jan 1, 2029 |
| Staking RLUs (LLC Common Units) | Pre‑IPO/IPO conversion | Schedule: 5,821 units vest each July 22, 2025–2030; 17,463 vest July 22, 2031 | Market value tracked at period end | Time‑based | Annual installments per schedule |
| 2022 RLUs (LLC Common Units) | Mar 18, 2022 | 458 remaining at 12/31/24 | $29,385 market value at 12/31/24 | Time‑based (recognition of 2021 performance) | Vested in equal installments Apr 1, 2023/2024/2025 |
LTI termination/change‑in‑control treatment highlights: For PSUs/PLUs, if terminated without Cause they remain eligible to vest pro‑rata at certification; upon death or disability, vest based on actual/assumed performance; under CIC qualifying termination, time‑based awards fully accelerate and performance awards follow award terms .
Equity Ownership & Alignment
| Ownership Detail | Value |
|---|---|
| Beneficial ownership (Class A shares) | 4,442 |
| Beneficial ownership (Class B shares) | 142,284 |
| Ownership as % outstanding | <1% of Class A; <1% of Class B |
| Options/Class C Units (Exercisable / Unexercisable; Exercise Price) | 9,439 / 18,879; $23.34 |
| Stock awards not vested (RLUs) | 52,389 units; market value $3,361,278 at 12/31/24 |
| Equity incentive awards not vested (PSUs max reference) | 94,913; payout value reference $6,089,618 at 12/31/24 (max scenario, price $64.16) |
| Stock ownership guidelines (CFO multiple; compliance date) | 4× base salary; compliance by Oct 1, 2029; all executive officers currently in compliance |
| Hedging/Pledging | Prohibited absent explicit approval per Insider Trading Policy |
| Clawback | NYSE‑compliant policy requiring recovery of erroneously awarded incentive comp after restatements |
Employment Terms
| Provision | Non‑CIC Qualifying Termination | CIC Qualifying Termination | Notes |
|---|---|---|---|
| Cash Severance | 1.0× base salary + target bonus | 2.0× base salary + target bonus | CFO treated as “other NEO” |
| Pro‑rata Bonus | Based on actual performance, paid at end of period | Pro‑rated at target, lump sum | — |
| Equity | Per award terms (next tranche for certain RSUs/RLUs/Class C Units; PSUs/PLUs pro‑rata eligibility) | Time‑based awards accelerate; PSUs/PLUs per terms | — |
| Benefits Continuation | 12 months for CFO | 24 months | — |
| Restrictive Covenants | 12‑month non‑compete/non‑solicit | 24‑month non‑compete/non‑solicit | — |
| Potential Payments (illustrative at 12/31/24) | Total $5,754,308 | Total $14,213,851 | Death/Disability total $9,480,282 |
| Tax Gross‑ups | None (policy) | None | — |
Performance & Track Record
- 2024 STI outcomes across the plan were driven by 12.1% Organic Revenue Growth (101.7% payout) and 31.5% Adjusted EBITDAC Margin (120.3% payout); Hamilton’s 2024 bonus was set at 94.4% of target under a legacy plan and moves to the performance plan in 2025 with a 200% target .
- Company TSR rose 136% over the presented period and the firm cites six years of >20% topline revenue growth and 14 consecutive years of double‑digit organic growth, underscoring alignment between equity awards tied to margin, organic growth, and stock price CAGR .
Compensation Structure Analysis
- Mix shift to performance: PSUs granted in November 2024 add multi‑metric hurdles (margin, organic growth CAGR, stock price CAGR) and cliff vesting in 2029, increasing pay‑for‑performance and retention .
- Ownership alignment: 4× salary ownership guideline and anti‑hedging/pledging, combined with long vesting schedules (RLUs annually through 2031; PSUs in 2029), support long‑term alignment and reduce near‑term selling pressure .
- Governance protections: Robust clawback policy, no excise tax gross‑ups, and compensation committee oversight with independent consultant (FW Cook) .
Risk Indicators & Red Flags
- Change‑in‑control severance at 2.0× salary+bonus for all NEOs and full acceleration of time‑based equity could create payout concentration in a sale; performance award treatment remains tied to metrics, mitigating windfalls .
- Insider trading policy bans pledging/hedging absent approval; no pledging disclosures for Hamilton; stock awards vesting cadence implies ongoing Form 4 activity but guidelines require holding until compliance, dampening forced sales .
Equity Vesting Schedule Highlights (Selling Pressure View)
- RLUs: 5,821 units vest each July 22, 2025–2030; 17,463 vest July 22, 2031, creating annual taxable events and potential liquidity needs but mitigated by holding requirements to meet the 4× salary guideline .
- PSUs: Single cliff on Apr 1, 2029 with 75–150% payout band tied to stock price CAGR, contingent on margin and organic growth floors—aligning realized value to multi‑year execution and TSR .
Investment Implications
- Alignment and retention: Multi‑metric PSUs with 2029 cliff, annual RLU vesting through 2031, and ownership/anti‑pledging policies point to strong retention and alignment; near‑term selling pressure is limited by guidelines and policy constraints .
- Pay‑for‑performance ramp: Raising CFO bonus target to 200% for 2025 and embedding organic growth and margin in STI, plus PSUs tied to TSR/margin/growth, increases sensitivity of realized pay to financial execution and stock performance .
- Transaction dynamics: CIC terms (2× cash; equity acceleration of time‑based awards) are standard but meaningful; performance award treatment remains metrics‑based—important for assessing potential deal‑related payout optics .