John W. Rogers, Jr.
About John W. Rogers, Jr.
Independent Class III director of Ryan Specialty since 2014 (age 66; term expires 2027). Founder, Chairman, Co‑CEO (since 2019; CEO 1983–2019) and CIO of Ariel Investments; current director at NIKE, Inc. and The New York Times Company; vice chair of the University of Chicago board of trustees; Barack Obama Foundation board since 2016. BA, Princeton University; recipient of Princeton’s Woodrow Wilson Award (2008). Determined by the Board to be independent under NYSE rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ariel Investments | Founder; Chairman; CEO (1983–2019); Co‑CEO and CIO (2019–present) | 1983–present | Built and led long‑tenured investment franchise; CIO oversight |
| Exelon Corporation | Director | 2000–2019 | Large-cap utility board experience |
| McDonald’s Corporation | Director | 2003–2023 | Global consumer company governance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| NIKE, Inc. | Director | Current | Public company board |
| The New York Times Company | Director | Current | Public company board |
| University of Chicago | Vice Chair, Board of Trustees | Current | Higher-ed governance |
| Barack Obama Foundation | Director | Since 2016 | Nonprofit board |
| Ariel Investments Trust | Mutual fund board member | Current | Fund governance |
Board Governance
- Committee assignments: Compensation and Governance Committee member; Executive Committee member. Not a committee chair.
- Independence: Board affirmatively determined Rogers is independent.
- Attendance and engagement: Board held 4 regular and 2 special meetings in 2024; each director other than Michael O’Halleran attended at least 75% of aggregate Board/committee meetings—Rogers met the threshold.
- Years of service: Director since 2014; Class III; current term expires 2027. Lead Director is D. Cameron Findlay; independent directors hold executive sessions four times a year.
Fixed Compensation
| Component (Director) | 2024 Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Equity grant (RSUs) | $122,500 | 2,496 RSUs granted 4/30/2024; fully vested at grant; settlement within 30 days or deferred at director election |
| Total | $222,500 | Sum of cash and stock |
Director compensation policy changes effective 1/1/2025: cash retainer increased to $120,000; annual equity grant to $200,000; chair and Lead Director fees raised to $35,000 (Audit) and $25,000/$35,000 (Comp/Lead).
Performance Compensation
| Metric/Instrument | Terms | Notes |
|---|---|---|
| Director equity grant (RSUs) | 2,496 RSUs (grant date 4/30/2024), fully vested at grant; one RSU = one Class A share; settlement within 30 days or deferred until separation/change‑in‑control (if elected) | No performance metrics for non‑employee director awards; equity enhances alignment |
Other Directorships & Interlocks
| Item | Disclosure |
|---|---|
| Compensation committee interlocks | None disclosed for Rogers; interlock noted between Patrick G. Ryan (Geneva Re comp committee) and Michael D. O’Halleran (RYAN director) |
| Executive Committee role | Member; committee can exercise Board powers between meetings, including declaring dividends, subject to limits |
Expertise & Qualifications
| Skill | Board matrix indication |
|---|---|
| Leadership experience | Yes |
| Public company experience | Yes |
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 102,353 Class A shares; less than 1% of Class A outstanding; no Class B shares |
| Deferred RSUs | 7,190 RSUs fully vested; settlement deferred until separation from Board |
| Ownership guidelines | Non‑employee directors must hold 5× annual cash retainer within 5 years; Rogers’ compliance date April 21, 2026; all directors currently in compliance |
| Hedging/pledging | Company prohibits pledging and hedging of Company stock by directors absent explicit approval; Insider Trading Policy enforced |
Governance Assessment
- Strengths: Independent status; deep capital markets expertise and multiple public company board experiences; active role on Compensation & Governance Committee; meets attendance expectations; complies with stock ownership guidelines; anti‑hedging/anti‑pledging policy enhances alignment.
- Potential considerations: Executive Committee membership alongside insiders centralizes decision‑making between Board meetings; Ryan Parties retain significant voting control via Class B high‑vote shares (76.5% combined voting power), though Board proposes declassification, majority voting, removal of springing supermajority standards, and a defined sunset (September 30, 2029) for Class B high‑vote—positive for minority shareholder rights if approved.
- No Section 16 filing delinquencies disclosed for Rogers; related‑party transactions in proxy do not identify Rogers as a participant. –
RED FLAGS: None disclosed specific to Rogers (no pledging; no related‑party transactions; attendance threshold met). Structural governance risks (dual‑class voting, nomination rights) are firm‑level rather than director‑specific but mitigated by proposed charter amendments.