Mark S. Katz
Executive Vice President, General Counsel, and Corporate Secretary at RYAN SPECIALTY HOLDINGS
Executive
About Mark S. Katz
Executive Vice President, General Counsel, and Corporate Secretary of Ryan Specialty since March 2020; joined the company in 2019 after 25 years in insurance coverage litigation at Mound Cotton Wollan & Greengrass LLP, including service as Administrative Partner and on hiring/compensation committees . Age 56; BA Syracuse University and JD Hofstra (Law Review editor) . Company performance during his tenure includes strong organic revenue growth (15.0% in 2023; 12.1% in 2024) and rising Adjusted EBITDAC margins (30.1% in 2023; 31.5% in 2024), with TSR improved since IPO (Pay-Versus-Performance TSR index) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Mound Cotton Wollan & Greengrass LLP | Insurance litigation attorney; Partner; Administrative Partner; hiring and compensation committees | 1993–2018 | Led complex insurance coverage litigation nationally; firm leadership and compensation governance experience |
| Ryan Specialty | Counsel, Insurance Services | 2019 | Supported insurance services legal matters pre-GC appointment |
| Ryan Specialty | EVP, General Counsel, Corporate Secretary | 2020–present | Enterprise legal leadership, corporate secretary duties, governance and compliance |
External Roles
| Role/Organization | Notes |
|---|---|
| None disclosed | Proxy biographies list no external public company directorships or board committee roles for Katz |
Fixed Compensation
| Metric | 2021 | 2022 | 2023 |
|---|---|---|---|
| Base Salary ($) | $557,692 | $575,000 | $575,000 |
| Target Bonus % of Salary | — | 150% | 150% |
| Actual STI Bonus Paid ($) | $1,222,875 | $970,311 | $900,278 |
| All Other Compensation ($) | $15,750 | $10,250 | $11,250 |
| Total Compensation ($) | $9,271,472 | $1,739,081 | $1,573,750 |
Base salaries for NEOs were not increased from 2023 to 2024; Katz was an NEO in 2023 .
Performance Compensation
Short-Term Incentive (STI) Plan Design and Outcomes
| Item | 2023 | 2024 |
|---|---|---|
| STI Metric Weighting | Organic Revenue Growth: 35%; Adjusted EBITDAC Margin: 35%; Individual Merit: 30% | Organic Revenue Growth: 35%; Adjusted EBITDAC Margin: 35%; Individual Merit: 30% (Corporate Plan) |
| Organic Revenue Growth scale | <5%: 0%; 12–14%: 100%; >18%: 150% | <5%: 0%; 10–12%: 100%; >16%: 150% |
| Adjusted EBITDAC Margin scale | <29.0%: 0%; 30.0–30.25%: 100%; >31.0%: 150% | <30.0%: 0%; 31.0–31.25%: 100%; >31.75%: 150% |
| Actual Organic Revenue Growth | 15.0% (payout 112.5% of target) | 12.1% (payout ~101.7% of target) |
| Actual Adjusted EBITDAC Margin | 30.1% (payout 100.0% of target) | 31.5% (payout ~120.3% of target) |
| Individual Merit determination | Set by Compensation & Governance Committee; total STI ~104.4% of target | Set by Committee; corporate plan NEOs ~55.8% of target on merit → total STI ~94.4% of target |
| Katz Actual Bonus Paid | $900,278 (paid early 2024) | Not disclosed (Katz not an NEO in 2024) |
Long-Term Incentive (LTI) Awards and Vesting
| Award Type | Grant/Instrument | Units outstanding | Vesting Schedule | Exercise/Threshold | Market/Value Reference |
|---|---|---|---|---|---|
| RLUs (Restricted LLC Units) | 2022 RLUs | 3,510 | Equal tranches on Apr 1, 2024 and Apr 1, 2025; service-based | N/A | $151,000 market value at 12/31/2023 |
| LLC Common Units | Exchange of Original Units | 25,108 | Equal tranches on Sep 1, 2024 and Sep 1, 2025; service-based | N/A | $1,080,146 market value at 12/31/2023 |
| Class C Units (Staking) | 7/22/2021 | 500,000 unexercisable | Vests 10% each July 22, 2024–2030; 30% on July 22, 2031 | $23.50 participation threshold | Option-style economics |
| Class C Units (Reload) | 7/22/2021 | 103,897 unexercisable | Equal tranches on July 22, 2024, 2025, 2026 | $23.50 participation threshold | Option-style economics |
Option exercises/shares vested in 2023: Katz vested 1,756 RLUs (Mar 31, 2023) and 12,554 LLC Common Units (Aug 31, 2023); value realized $682,669 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/11/2024) | 11,500 Class A shares; 65,486 Class B shares; <1% ownership of either class |
| Near-term vesting (within 60 days of 3/11/2024) | 1,755 Class B shares and equivalent LLC Common Units issuable upon RLUs vesting |
| Vested vs unvested (12/31/2023 snapshot) | Unvested: 3,510 RLUs; 25,108 LLC Common Units; 500,000 Staking Class C; 103,897 Reload Class C |
| Stock ownership guidelines | CEO: 6x salary; other executives: 4x salary; compliance within 5 years (adopted 6/7/2022) |
| Katz compliance status/date | Compliance required by 6/7/2027; all executive officers currently in compliance |
| Hedging/pledging | Prohibited absent Board approval; company-wide anti-hedging/anti-pledging policy |
Employment Terms
| Provision | Non-Change in Control | Change in Control | Notes |
|---|---|---|---|
| Cash severance (Katz) | $1,437,500 | $2,875,000 | Paid under Severance Plan |
| Pro-rata bonus (Katz) | $900,278 (actual achievement) | $862,500 (target) | Timing assumed 12/31/2023 for disclosure |
| Benefits continuation (Katz) | $29,714 | $59,427 | Months per plan below |
| Equity acceleration | Award agreement governs; service-vested awards accelerate in CoC; performance awards treated per terms | All service-vested unvested awards accelerate; performance awards per plan | RLUs/RSUs/LLC/Class C treatment per award agreements |
| Restrictive covenants | Non-compete & non-solicit: 12 months (CEO/President: 18 months) | Non-compete & non-solicit: 24 months | Applies post-termination under Severance Plan |
| Clawback policy | Recovery of erroneously awarded incentive comp following restatement; applies to current/former Section 16 officers | Same | Complies with Exchange Act Section 10D and NYSE standards |
| Anti-hedging/pledging | Prohibited for directors/employees (unless explicitly approved) | Same | Insider Trading Policy applies |
Compensation Structure vs Performance Metrics
- STI tightly linked to Organic Revenue Growth and Adjusted EBITDAC Margin, with graduated payout scales and merit overlay; Katz’s 2023 bonus reflected above-target organic growth and at-target margin, yielding ~104.4% of target payout .
- LTI mix emphasizes long-dated service-vested RLUs/LLC/Common Units and option-like Class C Units with participation thresholds, aligning upside with TSR and margin/organic growth targets where applicable; 2024 introduced PLU/PSU constructs for other NEOs with multi-metric vesting in 2029, reinforcing long-term alignment (Katz did not receive PLUs/PSUs per 2024 NEO list) .
Vesting Schedules and Insider Selling Pressure
- Multi-year vesting cadence (annual RLUs tranches; multi-year Class C schedules through 2031) creates periodic issuance and potential tax-withholding sales at vest dates; Katz’s 2023 Form 4 was filed two days late due to an administrative error related to vesting and automatic tax withholding—no pattern of discretionary selling disclosed .
- Anti-hedging/anti-pledging policies reduce forced-selling risk; ownership guidelines require retention of shares until compliance, further mitigating near-term sell pressure .
Equity Ownership Alignment and Pledging
- Katz’s direct/indirect holdings are small relative to total shares (<1%); adherence to 4x salary ownership guideline and prohibition on pledging/hedging supports alignment and risk management .
Employment Contracts, Severance, and Change-of-Control Economics
- Severance Plan provides meaningful cash severance, benefits continuation, pro-rated bonus, and equity treatment with stronger protections under change-of-control (full acceleration of service-vested awards) and extended restrictive covenants (24 months) .
- No excise tax gross-ups and presence of a mandatory clawback reduce shareholder-unfriendly features .
Performance & Track Record
- Company performance metrics used for pay decisions: Organic Revenue Growth 15.0% (2023) and 12.1% (2024); Adjusted EBITDAC Margin 30.1% (2023) and 31.5% (2024). TSR improved relative to IPO baseline (Pay-Versus-Performance table) .
Risk Indicators & Red Flags
- No pledging permitted; anti-hedging policy in force .
- No excise tax gross-ups; no option repricing without shareholder approval .
- One administrative delay in Section 16 reporting in 2023 (two days) noted; not a persistent issue .
Compensation Peer Group & Say-on-Pay
- Annual say-on-pay vote; comprehensive CD&A; Compensation & Governance Committee oversight with independent consultant (FW Cook) and compensation risk assessment concluding programs do not create material adverse risk .
Expertise & Qualifications
- Deep insurance litigation and governance experience; legal leadership across complex coverage disputes and corporate governance; BA Syracuse, JD Hofstra (Law Review editor) .
Work History & Career Trajectory
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mound Cotton Wollan & Greengrass LLP | Attorney; Partner; Administrative Partner | 1993–2018 | Extensive insurance coverage litigation; firm leadership roles |
| Ryan Specialty | Counsel, Insurance Services | 2019 | Transition to corporate legal practice |
| Ryan Specialty | EVP, General Counsel, Corporate Secretary | 2020–present | Executive legal leadership and corporate secretary |
Compensation Committee Analysis
- Committee is fully independent; uses FW Cook; reviews governance practices, human capital programs, succession planning, and performs annual evaluations; maintains stock ownership guidelines and clawback policies .
Investment Implications
- Retention risk appears contained: long-duration vesting schedules (through 2031) and sizable restrictive covenants under the Severance Plan encourage continued service; equity acceleration only fully available under change-of-control for service-based awards .
- Alignment signals are solid: ownership guidelines, prohibition on hedging/pledging, clawback, and pay structures tied to organic growth, margin, and TSR reduce agency risk .
- Trading signals: expect periodic vest-related Form 4 activity and potential tax-withholding sales at scheduled vesting dates; absence of discretionary selling disclosures or pledging reduces near-term selling pressure concerns .