Patrick G. Ryan
About Patrick G. Ryan
Founder of Ryan Specialty (2010), former Chairman & CEO through October 1, 2024, and now Executive Chairman and Chairman of the Board. Age: 87; Education: BBA, Northwestern University (1959); Doctor of Humane Letters (2009); longtime Northwestern trustee and former chairman . Under his leadership, Ryan Specialty delivered six consecutive years of >20% topline growth and 14 consecutive years of double-digit organic growth in 2024; company TSR rose 136% since the IPO versus 42% for the S&P 500 Financials peer group . 2024 organic revenue growth was 12.1%, and Adjusted EBITDAC margin hit 31.5% (STI payout basis) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ryan Specialty | Founder; Chairman & CEO; Executive Chairman | 2010–Oct 1, 2024 (CEO/Chair); Oct 1, 2024–present (Exec Chair) | Built specialty distribution platform; oversaw rapid growth and M&A; executed leadership transition |
| Aon Corporation | Founder; Chairman and/or CEO | ~41 years | Scaled to >500 offices in 120 countries; >$7B revenue at retirement |
| 1st National Bank of Chicago; Tribune Company | Director | Prior years (not specified) | Public company board oversight; finance and media exposure |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Northwestern University | Trustee (42 years); Chairman (14 years) | Longstanding | Governance and institutional leadership |
| Chicago 2016 Olympic Bid | Chairman | 2009–2010 period | Led civic effort for Olympic bid |
| Geneva Re (joint venture via RIH/GRP) | Compensation committee member (at JV); related-party connections | Ongoing | Strategic reinsurance JV; interlocks with RYAN director Michael O’Halleran (Exec Chairman, Geneva Re) |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 1,375,000 | 1,375,000 | 1,375,000 |
| All Other Compensation ($) | 10,250 | 11,250 | 13,014 (incl. $12,476 401(k) and $538 personal travel) |
| Total ($) | 4,478,995 | 4,256,700 | 3,985,251 |
- 2025 base salary reset to $1,200,000 effective March 2025 (down from $1,375,000) .
Performance Compensation
| Metric (Corporate STI Plan) | Weight | Target | Actual (2024) | Payout vs Target |
|---|---|---|---|---|
| Organic Revenue Growth | 35% | 10–12% = 100%; >16% = 150% | 12.1% | 101.7% |
| Adjusted EBITDAC Margin | 35% | 31.00–31.25% = 100%; >31.75% = 150% | 31.5% | 120.3% |
| Individual Merit-Based Achievement | 30% | Committee discretion | 55.8% of target | 55.8% |
| 2024 STI Outcome | Amount ($) |
|---|---|
| Bonus Paid to Patrick G. Ryan | 2,597,237 |
- STI target bonus percentage: 200% of base salary for Patrick G. Ryan .
- Long-term incentives: Mr. Ryan has never received incentive equity grants; CAP equals SCT totals given no equity or pension effects .
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Class B Shares | % of Class B | Combined Voting Power |
|---|---|---|---|---|---|
| Patrick G. Ryan (incl. family trusts) | 15,374,941 | 12.2% | 112,048,184 | 82.4% | 76.5% |
- Anti-hedging and anti-pledging policy prohibits pledging without Board approval; hedging prohibited; clawback policy compliant with SEC/NYSE .
- No unvested company LTI awards subject to acceleration for Mr. Ryan (equity acceleration “—”) .
- Up-C structure allows exchange of LLC units into Class A; Class B carries 10 votes per share until sunset triggers .
Employment Terms
| Scenario | Cash Severance | Pro-Rata Bonus | Benefits Continuation | Equity Acceleration | Non-Compete/Non-Solicit |
|---|---|---|---|---|---|
| Involuntary Termination (non-CIC) | $6,187,500 | $2,597,237 | — | — | 18 months (Exec Chair) |
| Involuntary Termination (CIC) | $8,250,000 | $2,750,000 | — | — | 24 months |
| Death/Disability/Qualified Retirement | — | — | — | — | — |
- Severance Plan design: Exec Chair/CEO receive 1.5x base + target bonus for non-CIC; 2.0x for CIC; Good Reason/Cause definitions standard; benefits continuation not applicable for Mr. Ryan .
- No excise tax gross-ups; no option repricing; majority of exec comp tied to performance; independent consultant FW Cook supports risk assessment .
Board Governance and Director Service
- Roles: Executive Chairman; Chair of the Executive Committee; not on Audit or Compensation & Governance committees (those are independent) .
- Board attendance: In 2024, each director other than Michael O’Halleran attended ≥75% of meetings; all attended the 2024 annual meeting .
- Independence: CEO and Chair roles separated on Oct 1, 2024; Lead Independent Director (D. Cameron Findlay) chairs Compensation & Governance .
- Dual-class control: Ryan Parties own 82.4% of Class B; Mr. Ryan controls 76.5% voting power and nomination rights; Ryan Parties can nominate all directors (subject to one Onex nominee) and designate Chair while thresholds met .
- Governance reforms proposed: Declassify board; majority voting; allow written consent and special meetings; remove springing supermajorities; sunset Class B “High-Low” vote by Sept 30, 2029 .
Director Compensation (Context)
- Non-employee directors: 2024 cash retainer $100k and RSUs ~$122.5k; increased to $120k cash and $200k RSUs effective Jan 1, 2025; committee chair and Lead Director fees increased .
- Patrick G. Ryan receives no additional board compensation as an employee director .
- Director stock ownership guidelines: 5x annual cash retainer within five years; all directors currently in compliance; compliance dates per director disclosed .
Compensation Structure Analysis
- Cash-heavy for Mr. Ryan: No equity awards; compensation “Actually Paid” equals SCT totals; strong alignment via substantial beneficial ownership and voting control .
- STI metrics directly tied to organic revenue growth and Adjusted EBITDAC margin (70% combined weighting), with merit overlay; 2024 payout ~94.4% of target (corporate plan) .
- Base salary rebalanced in 2025 (down to $1.2M) while STI target remains 200%, emphasizing at-risk pay via annual performance .
Related Party Transactions and Interlocks
- Ryan Investment Holdings (RIH) aggregates capital from RYAN LLC and Geneva-Ryan Holdings (Ryan family entities) to invest in Geneva Re Partners with Nationwide; Mr. Ryan committed (via trust) to fund additional capital contributions in exchange for promissory notes from RIH; Board oversight via Related Party Transactions policy .
- Compensation committee interlock: Mr. Ryan serves on Geneva Re’s board/comp committee; Michael O’Halleran (Executive Chairman, Geneva Re) serves on RYAN’s board .
Performance & Track Record Highlights
- Pay vs Performance: Company identifies Organic Revenue Growth, Adjusted EBITDAC margin, and TSR as most important performance measures; CAP charts show linkage to TSR and organic growth over time .
- STI linked to legacy organic growth methodology for 2024; updated methodology provided for context in disclosures .
Equity Ownership & Control Mechanics
| Governance Feature | Current Status |
|---|---|
| Dual-class voting | Class B = 10 votes/share; sunset triggers include death/disability, <10% Class B outstanding threshold, or Sept 30, 2029 outside date proposed |
| Director Nomination Rights | Ryan Parties retain rights to nominate a majority/all directors based on ownership thresholds; right to designate Chair while thresholds met |
| Exchange Rights | Class B linked to LLC Units; holders can exchange to Class A on one-for-one basis; Class B canceled upon exchange |
Investment Implications
- Alignment: Mr. Ryan’s substantial beneficial ownership (76.5% voting power) and absence of company equity awards reduce near-term insider selling pressure from vesting events; hedging/pledging prohibitions further align interests .
- Retention and succession: Severance protections and 18–24 month non-compete/non-solicit covenants support continuity; leadership transition completed Oct 2024 with CEO separation from Chair role mitigating dual-role concerns .
- Governance catalysts: Proposed declassification, majority voting, and Class B high-vote sunset by 2029 could broaden investor appeal and reduce governance discount; however, near-term control remains concentrated with Ryan Parties .
- Performance signals: STI metrics tied to organic growth and margin create near-term pay-for-performance sensitivity; 2024 organic growth/margin delivered above 100% of targets, supporting operational momentum .
- Related-party oversight: Geneva Re ties are disclosed and governed by policy; continued monitoring warranted for transaction terms and committee interlocks .