Nicholas D. Cortezi
About Nicholas D. Cortezi
Nicholas D. Cortezi (age 58) serves on Ryan Specialty’s Board, having joined at the IPO in July 2021; he is currently a Class II director with a term expiring in 2026 and sits on the Executive Committee. He is a former CEO and Chairman within RSUM and previously led All Risks, Ltd., bringing deep specialty insurance distribution expertise; he holds a BA in International Relations and a Master’s in International Public Policy from Johns Hopkins University. Note: the Board classifies Cortezi as a non‑independent director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ryan Specialty Underwriting Managers (RSUM) | Chairman | Sep 2020 – Jun 2023 | Oversight of underwriting platform post-acquisition by Ryan Specialty |
| Ryan Specialty Underwriting Managers (RSUM) | Chief Executive Officer (retired) | Through May 31, 2023 | Transitioned to non‑employee director; changed compensation eligibility |
| All Risks, Ltd. | Chief Executive Officer | 1999 – Sep 2020 (acquired by Ryan Specialty) | Led growth of wholesale brokerage prior to acquisition |
| National Association of Surplus Lines Offices (NAPSLO, now WSIA) | President | 2002 – 2003 | Industry leadership role in wholesale/specialty insurance |
| Independent Insurance Agents of Baltimore/Maryland | Board Member | Not specified | Industry association governance |
External Roles
| Organization | Role | Type |
|---|---|---|
| None disclosed (public company boards) | — | — |
| WSIA (formerly NAPSLO) | Former President (2002–2003) | Industry Association |
| Independent Insurance Agents of Baltimore/Maryland | Board member (prior) | Industry Association |
Board Governance
- Committee assignments: Executive Committee member (Executive Committee can exercise Board authority between meetings).
- Independence status: Non‑independent director.
- Attendance: In 2024, each director other than O’Halleran attended at least 75% of applicable Board/committee meetings (Cortezi met the ≥75% threshold).
- Tenure: Director since 2021; Class II term through 2026.
| Governance Attribute | Detail |
|---|---|
| Executive Committee | Member |
| Lead Director | Not applicable (Findlay serves as Lead Director) |
| Independence | Non‑independent |
| Board/Committee Attendance (2024) | ≥75% (Cortezi met threshold) |
| Director Class / Term | Class II; term expires 2026 |
Fixed Compensation
| Period | Cash Retainer ($) | Committee Chair Fees ($) | Lead Director Fee ($) | Equity Grant (RSUs) | Equity Grant Fair Value ($) |
|---|---|---|---|---|---|
| 2024 (actual) | 100,000 | None (not a chair) | N/A | 2,697 | 132,390 |
| 2025 Policy (effective Jan 1, 2025) | 120,000 | Audit Chair 35,000; Comp & Gov Chair 25,000 (not applicable to Cortezi unless appointed) | Lead Director 35,000 (not applicable) | Not specified (policy level only) | 200,000 (grant date fair value) |
Performance Compensation
| Component | Performance Metrics | Vesting | Notes |
|---|---|---|---|
| Director RSUs | None disclosed for director awards | RSUs fully vested at grant; settlement may be deferred to separation or change in control per election | Cortezi received 2,697 RSUs for the 2023 Q2 service catch‑up; elected to defer settlement until separation from Board |
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict Consideration |
|---|---|---|
| WSIA (formerly NAPSLO) | Former President (2002–2003) | Industry association leadership; no customer/supplier conflict disclosed |
| Independent Insurance Agents of Baltimore/Maryland | Former board member | Trade association role; no related‑party transaction disclosed |
| Ryan Specialty Executive Committee | Member alongside R. Ryan, Findlay, Rogers, Turner | Executive Committee authority may amplify influence between Board meetings; governance posture mitigated by broader Board oversight |
Expertise & Qualifications
- Skills matrix highlights: Leadership experience; industry experience; operational experience; public company experience.
- Domain background: Specialty insurance brokerage/underwriting, CEO/Chair roles in wholesale distribution.
Equity Ownership
| Security | Shares Beneficially Owned | % of Class | Combined Voting Power Contribution | Notes |
|---|---|---|---|---|
| Class A Common Stock | 2,697 | <1% | — | RSUs fully vested; settlement deferred to separation |
| Class B Common Stock | 4,308,271 | 3.2% | 2.9% | Shares held in trusts beneficially owned/attributed to Cortezi; Class B carries 10 votes/share until sunset per Certificate |
| Director RSUs (deferred) | 2,697 | — | — | Elected deferral until separation from Board |
| Ownership Guidelines | 5× annual cash retainer; Cortezi compliance required by June 1, 2028; all directors currently in compliance | — | — | Company expects holding 100% of stock until guideline met; statement indicates current compliance across directors |
Governance Assessment
- Board effectiveness: Deep specialty insurance operating experience; Executive Committee role suggests trusted oversight capacity between meetings; attendance met the Board’s ≥75% expectation.
- Alignment and incentives: 2024 mix balanced between cash ($100k) and equity ($132.4k RSUs); RSUs vest at grant with optional deferral—supports holding but lacks performance linkage typical for executives. 2025 policy increases equity grant (to $200k) and cash retainer (to $120k), modestly strengthening ownership alignment for directors.
- Independence and potential conflicts: Board classifies Cortezi as non‑independent; meaningful Class B ownership (3.2% of Class B; 2.9% combined voting power) enhances alignment but could contribute to insider influence within a dual‑class structure. Board is actively proposing governance enhancements (declassification, majority voting, supermajority eliminations, Class B sunset by Sept 30, 2029), which mitigate entrenchment risk over time.
- Policies and red flags: Anti‑hedging and anti‑pledging policies apply to directors; proxy notes one late Form 4 for Cortezi (1‑day administrative delay). No related‑party transactions involving Cortezi are disclosed in 2024.
- Overall signal: Strong industry operator with sizeable economic stake; non‑independence and voting structure warrant ongoing monitoring, but Board’s proposed governance reforms and director stock ownership compliance underpin investor confidence.
RED FLAGS: Non‑independent classification; dual‑class voting influence via Class B holdings until sunset; late Section 16 filing (minor administrative delay).