Michael D. O’Halleran
About Michael D. O’Halleran
Michael D. O’Halleran (age 74) has served on Ryan Specialty’s Board since 2018; his current term expires at the 2025 annual meeting (Class I) . He is Executive Chairman of Geneva Re Ltd. (since 2019), previously founded and served for 24 years as Executive Chairman of Aon Re, and was President and COO of Aon Corporation (1999–2005); he holds a B.S. from the University of Wisconsin–Whitewater . He is designated as a non-independent director given his executive role at Geneva Re .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aon Re | Founder; Executive Chairman | 24 years (dates not individually specified) | Built reinsurance brokerage and capital advisory platform; extensive industry leadership |
| Aon Corporation | President & COO | 1999–2005 | Senior operating oversight across insurance brokerage/businesses |
| Ryan Specialty | Senior Advisor (prior) | Not disclosed | Advisory role prior to current Board service |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Geneva Re Ltd. | Executive Chairman | Since 2019 | Affiliations create related-party exposure with RYAN (see RPT section) |
| NuVasive, Inc. | Director (prior) | Not disclosed | Prior public company board service |
| CareFusion, Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Cardinal Health, Inc. | Director (prior) | Not disclosed | Prior public company board service |
| Allegiance Corp. | Director (prior) | Not disclosed | Prior public company board service |
Board Governance
- Independence: Non-independent director (Board mix comprises 8 independent and 5 non-independent, including O’Halleran as Executive Chairman of Geneva Re) .
- Committee assignments: None (not on Audit, Compensation & Governance, or Executive Committees) .
- Attendance: Board held 4 regular and 2 special meetings in 2024; each director other than O’Halleran attended at least 75% of aggregate Board/committee meetings. O’Halleran missed both special Board meetings, implying he did not meet the 75% attendance threshold in 2024 (RED FLAG) .
- Tenure and class: Director since 2018; Class I; term expires 2025 .
- Lead Independent Director: D. Cameron Findlay; independent directors meet in executive session four times per year .
| Governance Item | Detail |
|---|---|
| Audit Committee | None |
| Compensation & Governance Committee | None |
| Executive Committee | None |
| Independence | Non-independent |
| 2024 Attendance | Did not meet 75% threshold; missed 2 special meetings (RED FLAG) |
| Class/Term | Class I; term expires 2025 |
| Lead Independent Director | D. Cameron Findlay; executive sessions 4x/year |
Fixed Compensation
- Policy baseline (2024): Annual cash retainer $100,000; Audit Chair fee $25,000; Compensation & Governance Chair fee $20,000; Lead Director fee $25,000; annual equity grant ~$125,000 FV .
- Individual treatment: O’Halleran forgoes any cash compensation for Board service; eligible for annual equity grant per director policy . He has no chair roles, so no chair fees .
| Component (2024) | Amount | Received by O’Halleran |
|---|---|---|
| Annual cash retainer | $100,000 | $0 (forgoes cash) |
| Audit Chair fee | $25,000 | N/A (not a chair) |
| Comp & Gov Chair fee | $20,000 | N/A (not a chair) |
| Lead Director fee | $25,000 | N/A (not Lead Director) |
| Meeting fees | Not paid (policy) | None |
| Total cash paid (2024) | — | $0 |
- Policy updates (effective Jan 1, 2025): Cash retainer increased to $120,000; annual equity to $200,000; Audit Chair fee to $35,000; Comp & Gov Chair fee to $25,000; Lead Director fee to $35,000. O’Halleran continues to forgo cash compensation (thus only equity applies) .
Performance Compensation
- Equity grant mechanics: Annual RSU grants to non-employee directors at the annual meeting (covering prior Q3–Q4 and current Q1–Q2); grants are fully vested at grant; each RSU delivers one share within 30 days (or at director election upon separation from service or change in control) .
- 2024 award: On April 30, 2024, non-employee directors serving at that time received 2,496 RSUs with ~$122,500 grant-date fair value; O’Halleran’s director compensation shows $122,500 stock awards and $0 cash .
| Grant Year | Grant Date | Vehicle | RSUs (#) | Grant-Date FV ($) | Vesting | Delivery |
|---|---|---|---|---|---|---|
| 2024 | Apr 30, 2024 | RSU | 2,496 | $122,500 | Fully vested at grant | Within 30 days; or at separation/change-in-control if elected |
| 2025 Policy (eligibility) | Jan 1, 2025 effective | RSU policy | N/A | $200,000 (policy) | As per policy | As per policy |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| TSR/financial/ESG metrics | None disclosed for director equity (RSUs are time-based and fully vested at grant) |
Other Directorships & Interlocks
| Company | Relationship/Role | Interlock/Conflict Vector |
|---|---|---|
| Geneva Re Ltd. | Executive Chairman (O’Halleran) | Ryan Re provides/receives services to/from Geneva Re; creates related-party exposure overseen by RYAN’s Audit Committee |
| Geneva Re (Compensation Committee) | Patrick G. Ryan sits on Geneva Re’s compensation committee; O’Halleran sits on RYAN’s Board | Compensation committee interlock; highlights information flow and potential influence across entities (monitoring recommended) |
Expertise & Qualifications
- Board skills: Leadership, financial/accounting acumen, industry experience, operational experience, public company experience (matrix indicates capabilities) .
- Insurance/reinsurance domain expertise via Aon Re founding and executive leadership; executive chair role at Geneva Re .
Equity Ownership
| Security | Beneficially Owned | % of Class Outstanding | Notes |
|---|---|---|---|
| Class A Common | 812,835 shares | <1% | Listed in Directors/NEOs table |
| Class B Common | — | — | None disclosed |
- Stock ownership guidelines: Non-employee directors must hold company stock equal to 5x annual cash retainer within 5 years; adoption April 21, 2021; O’Halleran required by April 21, 2026; all directors currently in compliance (note: O’Halleran forgoes cash but guideline is set by retainer policy) .
- Hedging/pledging: Company prohibits pledging and hedging of company shares by directors/employees (unless explicitly approved per policy) (alignment positive; RED FLAG if violated—none disclosed) .
Fixed Compensation (Detail Table from Proxy)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Michael D. O’Halleran | — | 122,500 | 122,500 |
Related Party Transactions (Conflict Exposure)
| Transaction | Counterparty | 2024 Amounts/Status |
|---|---|---|
| RYAN service agreement with Geneva Re (admin services) | Geneva Re | $0.3m due from Geneva Re at 12/31/2024 |
| Ryan Re services to Geneva Re (underwriting/admin services; fee at 115% of admin costs) | Geneva Re | $1.5m revenue in 2024; $0.7m receivables at 12/31/2024 |
| Ryan Re subcontracted services to Geneva Re for Segregated Account Company | Geneva Re | $10.5m expense in 2024; $5.2m prepaid at 12/31/2024 (costs incurred under subcontract) |
| Governance of RPTs | Audit Committee | RPTs reviewed/approved under written policy; factors include independence impact, market comparability, and best interests test |
Implication: O’Halleran’s executive role at Geneva Re creates a direct related-party nexus with RYAN’s Ryan Re/Geneva Re service arrangements; Audit Committee oversight is disclosed, but continuous monitoring of terms, economic transfers, and recusals is advisable (RED FLAG potential if approvals/terms deviate from arm’s length) .
Governance Assessment
- Strengths: Deep insurance/reinsurance expertise; significant personal shareholding (812,835 Class A) aligns interests; company-level anti-pledging/anti-hedging policies; stock ownership guidelines met (compliance by all directors) .
- Concerns/Red Flags:
- Non-independence due to executive chair role at Geneva Re, combined with multiple related-party transactions between RYAN and Geneva Re/Ryan Re (heightened conflict risk) .
- 2024 attendance below the 75% threshold; missed both special Board meetings (board effectiveness risk; visible governance signal) .
- Director equity grants are fully vested at grant (no performance conditions), reducing explicit pay-for-performance linkage in director compensation; cash retainer is foregone, but equity awards persist and increased in policy for 2025 .
- Compensation committee interlock via Geneva Re (Patrick G. Ryan) with O’Halleran on RYAN’s Board may influence information dynamics across entities (monitor for independence practices) .
- Net view: Valuable industry expertise and ownership alignment are positives, but non-independence, related-party exposure, and sub-75% attendance are material governance flags that may affect investor confidence if not mitigated via rigorous Audit Committee oversight, transparent recusals, and improved attendance .