Michelle L. Collins
About Michelle L. Collins
Independent director of Ryan Specialty (RYAN) since the July 2021 IPO; currently age 64 and a member of the Audit Committee. Background in private equity and corporate finance: President of Cambium LLC since 2007; previously co-founded Svoboda Capital Partners (Managing Director 1998–2006) and was a principal in Corporate Finance at William Blair. Education: B.A. Yale University; M.B.A. Harvard Business School. The Board has determined she is independent under NYSE rules; all Audit Committee members are independent and financially literate. In 2024 she attended at least 75% of aggregate Board and committee meetings.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cambium LLC | President | 2007–present | Strategic advisory/consulting leadership |
| Svoboda Capital Partners, LLC | Co‑Founder; Managing Director | 1998–2006 | Private equity investing; board experience |
| William Blair & Company, LLC | Principal, Corporate Finance | Not disclosed | M&A and capital markets advisory |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| Ulta Beauty, Inc. | Director | 2014 | Public company directorship |
| Canadian Imperial Bank of Commerce (CIBC) | Director | 2017 | Board of CIBC and CIBC Bancorp USA/CIBC Bank U.S. |
| Prior boards (selected) | Director | Various | Columbia Acorn and Wanger Advisors Trusts; PrivateBankcorp, Integrys Energy Group, Molex, Bucyrus International, CDW, Coldwater Creek, McWhorter Technologies, Health Care Service Corporation (mutual) |
Board Governance
- Committee assignments: Audit Committee member; Audit chaired by David Bolger. All Audit members are independent and financially literate per NYSE; Bolger designated “audit committee financial expert.” Independent directors hold executive sessions quarterly, chaired by the Lead Director (Findlay).
- Independence status: Board affirmatively determined that Ms. Collins is independent.
- Attendance and engagement: The Board held 4 regular and 2 special meetings in 2024; each director other than O’Halleran attended ≥75% of aggregate Board/committee meetings; all directors attended the 2024 annual meeting.
- Governance enhancements: 2025 proxy proposes declassification, majority voting in uncontested elections, elimination of springing supermajority standards, written consent, and 20% special meeting right—supportive of shareholder rights.
Fixed Compensation (Director)
| Component | 2024 Amount/Structure | 2025 Policy (Effective 1/1/2025) |
|---|---|---|
| Annual cash retainer | $100,000 | $120,000 |
| Audit Committee chair fee | $25,000 (chair only; Collins not chair) | $35,000 (chair only) |
| Lead Director fee | $25,000 (if applicable) | $35,000 (if applicable) |
| Meeting fees | None disclosed | None disclosed |
| Director (2024) | Fees Earned (Cash) | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| Michelle L. Collins | $100,000 | $122,500 (2,496 RSUs, 4/30/2024; fully vested) | $222,500 |
Notes: RSUs are fully vested at grant; settlement within 30 days of grant or deferred until separation/change in control at director’s election.
Performance Compensation (Director)
- Performance-linked director pay: None disclosed (annual equity grants are time-based RSUs, fully vested at grant).
- Clawback coverage: Company clawback policy applies to Section 16 officers; not disclosed as applying to non-employee directors.
- Anti-hedging/pledging: Directors prohibited from pledging and from hedging, except with explicit approval per Insider Trading Policy.
Other Directorships & Interlocks
| Company | Relationship to RYAN | Potential Interlock/Conflict Noted |
|---|---|---|
| Ulta Beauty, Inc. | Customer/supplier relationships with RYAN not disclosed | No related-party transactions disclosed involving Collins |
| CIBC / CIBC Bancorp USA/CIBC Bank U.S. | Banking relationships with RYAN not disclosed | No related-party transactions disclosed involving Collins |
The company’s Related Party Transactions section lists several founder-related items (Geneva Re, Ryan Re, aircraft charters) but none involve Ms. Collins.
Expertise & Qualifications
- Finance and investing expertise; extensive public company board experience; Audit Committee service implies financial literacy under NYSE standards.
- Education: B.A. Yale; M.B.A. Harvard Business School.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Class A) | 11,139 shares as of March 31, 2025; includes 8,139 RSUs fully vested with settlement deferred until separation |
| Percent of Class A outstanding | <1% (“*” in table) |
| Ownership guidelines (directors) | 5x annual cash retainer within 5 years; Collins required by July 21, 2026; all directors currently in compliance |
| Pledging/Hedging | Prohibited for directors absent explicit approval |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares | Post-Transaction Ownership | Security | Source |
|---|---|---|---|---|---|---|
| 2025-05-30 | 2025-06-03 | Award (A) | 2,323 | 13,462 | Class A Common | https://www.sec.gov/Archives/edgar/data/1849253/000162828025029065/0001628280-25-029065-index.htm |
| 2024-04-30 | 2024-05-02 | Award (A) | 2,496 | 11,139 | Class A Common | https://www.sec.gov/Archives/edgar/data/1849253/000156218024003720/0001562180-24-003720-index.htm |
| 2023-05-01 | 2023-05-02 | Award (A) | 2,814 | 8,643 | Class A Common | https://www.sec.gov/Archives/edgar/data/1849253/000120919123026676/0001209191-23-026676-index.htm |
Note: Awards reflect annual director RSU grants reported as fully vested at grant; settlement may be deferred.
Say‑on‑Pay & Shareholder Feedback
| Proposal (2024 AGM, Apr 30, 2024) | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Say‑on‑Pay (Advisory) | 1,280,310,458 | 6,808,369 | 37,243 | 13,857,909 |
Directors elected (including Collins) received strong support at the 2024 meeting; example: Collins “For” votes 1,286,449,567, “Withheld” 706,503.
Governance Assessment
-
Strengths:
- Independence and financial literacy; active Audit Committee member; no disclosed related-party ties or transactions involving Collins.
- Strong shareholder-rights trajectory: proposals to declassify the Board, adopt majority voting, allow written consent and 20% special meeting calls, and remove springing supermajorities.
- Director ownership alignment: 5x retainer guideline; Collins in compliance and has deferred settlement of RSUs (evidence of longer-term alignment).
- Anti‑hedging/pledging policy for directors; no pledging disclosed.
- High vote support for directors and NEO pay in 2024; strong investor confidence signal.
-
Watch items:
- Founder control and dual‑class structure remain structural governance risks until the proposed high‑vote sunset (outside date September 30, 2029) is effected; Collins’ Audit oversight role is important in this context.
- Attendance disclosure is aggregate; while Collins met the ≥75% threshold, the company does not provide director‑specific percentages.
-
Red flags:
- None identified specific to Collins (no attendance shortfall, no related‑party transactions, no pledging/hedging, no Section 16 delinquency noted for her).