Jeremiah R. Bickham
About Jeremiah R. Bickham
Jeremiah R. Bickham is President of Ryan Specialty, appointed October 1, 2024, after serving as CFO since the company’s IPO in 2021; he joined the firm in 2011 and is 39 years old . He holds an MBA from Northwestern University’s Kellogg School, an MPA and BBA from the University of Texas at Austin, and previously worked at KPMG in New York (DPP) and Dallas audit . Company performance underpinning his incentive design includes six consecutive years of >20% topline revenue growth through 2024 and 14 consecutive years of double‐digit organic growth; for 2024, Organic Revenue Growth was 12.1% and Adjusted EBITDAC Margin was 31.5% used for STI outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryan Specialty | President | 2024–present | Executive leadership following planned succession; responsible for firmwide execution . |
| Ryan Specialty | Chief Financial Officer | 2021–2024 | Public company CFO at IPO; led finance during rapid growth and M&A . |
| Ryan Specialty | Treasurer and Head of Corporate Development | Pre-2021 | Led treasury and corporate development prior to IPO . |
| KPMG LLP (NY DPP; Dallas audit) | Research Analyst; Audit | Pre-2011 | Technical accounting and audit foundation . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Research Analyst (DPP), Audit | Pre-2011 | External professional experience before joining Ryan Specialty . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 600,019 | 600,019 | 649,045 |
| Target Bonus % of Salary | 150% | 150% | 200% (raised in 2024) |
Performance Compensation
| Component | Weight | Target/Scale | 2024 Actual | Payout Outcome |
|---|---|---|---|---|
| Organic Revenue Growth | 35% | 0% <5%; 100% at 10–12%; 150% >16% | 12.1% | 101.7% of target |
| Adjusted EBITDAC Margin | 35% | 100% target per plan; graduated scale | 31.5% | 120.3% of target |
| Individual Merit | 30% | Committee assessment | Determined at 55.8% of target | 55.8% of target |
| Total STI Payout Factor | — | — | — | ~94.4% of target |
| Bonus Paid ($) | — | — | — | 1,275,007 |
Equity Awards (grants and vesting)
| Grant Type | Grant Date | Units (Threshold/Target/Max) | Grant Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| PSUs/PLUs (performance) | 3/1/2024 | 71,185 / 94,913 / 142,369 | 2,349,097 | Cliff vests 4/1/2029, subject to meeting targets for: (i) Adjusted EBITDAC Margin by 2027 and maintained through 2028; (ii) 2024–2027 Organic Revenue Growth CAGR; (iii) stock price CAGR vs 2/29/2024 to average VWAP of Q4’27 and Q1’28; continued employment through 1/1/2029 . |
| RLUs (time-based) | 3/18/2022 | 5,495 | 191,501 | Vests in three equal tranches on 4/1/2023, 4/1/2024, 4/1/2025 (service conditions) . |
| Staking Class C/LLC Units (time-based) | 7/21/2021 (IPO) | — | — | Vests 10% each July 22 from 2024–2030, final 30% on 7/22/2031 (service conditions) . |
Key performance metrics for the 2024 PSU/PLU program are earnings quality (Adjusted EBITDAC margin), durable organic growth, and market-based stock price CAGR; both Adjusted EBITDAC Margin and Organic Revenue Growth CAGR targets must be met for payout consideration .
Multi‑Year Compensation (SCT)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 600,019 | 600,019 | 649,045 |
| Bonus ($) | — | 85,550 | — |
| Stock Awards ($) | 191,501 | — | 2,349,097 |
| Non‑Equity Incentive Plan ($) | 1,012,531 | 939,450 | 1,275,007 |
| All Other Compensation ($) | 10,250 | 11,250 | 12,940 |
| Total ($) | 1,814,301 | 1,636,269 | 4,286,089 |
Notes: 2024 “All Other” reflects company 401(k) contributions of $12,940 . 2024 stock awards represent PSUs/PLUs; 2022 stock awards reflect RLUs .
Equity Ownership & Alignment
- Beneficial ownership (as of 3/11/2024): 281,340 shares of Class B common stock; no Class A reported; represents less than 1% of Class B outstanding and combined voting power (Class B carries 10 votes/share) . 2023 disclosure showed 280,266 Class B shares (also <1%) .
- Anti‑hedging/anti‑pledging: Company prohibits pledging and hedging of company shares by directors and employees, absent explicit approval under the Insider Trading Policy .
- Clawback: NYSE‑compliant policy mandates recovery of erroneously awarded incentive compensation from current/former Section 16 officers after an accounting restatement, regardless of fault .
Upcoming vesting/supply considerations:
- April 1, 2025: Final tranche of 2022 RLUs vested (5,495 units granted in 2022 over 3 years) .
- July 22 annually (2024–2031): Staking awards vest (10% per year; 30% in 2031) .
- April 1, 2029: 2024 PSUs/PLUs cliff‑vest contingent on performance; potential concentrated supply if targets are met .
Employment Terms
- Role and tenure: President since October 1, 2024; CFO from 2021 IPO until promotion; with company since 2011 .
- Short‑Term Incentive framework: For 2024, targets and weights were Organic Revenue Growth (35%), Adjusted EBITDAC Margin (35%), and Individual Merit (30%); Bickham’s target bonus increased to 200% of salary in 2024 .
- Severance and change‑in‑control (as of 12/31/2024):
- Involuntary Termination (not in CIC period): Cash severance $2,025,000; pro‑rata bonus $1,275,007; benefits continuation $13,639; equity acceleration value $117,477 .
- Involuntary Termination — Change in Control: Cash severance $4,050,000; pro‑rata bonus $1,350,000; benefits continuation $18,185; equity acceleration value $35,857,451 (double‑trigger scenario) .
- Death/Disability/Qualified Retirement: Equity acceleration value $9,251,936 .
- “Change in Control Period” and pro‑rata bonus mechanics per company Severance Plan (bonuses at target if in CIC period; actual if outside CIC period) .
Investment Implications
- Pay‑for‑performance alignment: A material portion of 2024 compensation is performance‑based (PSUs/PLUs with multi‑year EBITDAC, organic growth, and stock CAGR hurdles), with 2024 STI outcomes tied to company performance (12.1% organic growth; 31.5% margin), yielding a 94.4% of target payout—indicative of formulaic linkage and moderate payout discipline .
- Retention risk: Long‑dated performance awards cliff‑vesting in 2029, plus staged vesting of staking awards through 2031, create meaningful retention hooks; anti‑pledging limits liquidity flexibility before vest dates .
- Potential selling pressure: A successful 2024 PSU/PLU cycle could concentrate supply around April 1, 2029 upon certification; current anti‑hedging/pledging mitigates pre‑vesting leakage .
- Change‑in‑control sensitivity: Equity acceleration value under CIC termination is substantial ($35.86M at 12/31/2024), implying significant dilution/governance considerations in strategic events; cash severance and pro‑rata bonus are secondary to equity value .
- Ownership alignment: While personal beneficial ownership in Class B shares is modest (<1%), extensive unvested equity and performance conditions support ongoing alignment; company‑level clawback policy adds investor protections .
Overall, Bickham’s incentive mix emphasizes multi‑year profitability, organic growth, and stock performance, with retention secured via long‑dated cliff vesting and sizable CIC‑linked equity value—supportive of alignment, but implying potential 2029 event‑risk if performance conditions are met .