Patrick G. Ryan, Jr.
About Patrick G. Ryan, Jr.
Patrick G. Ryan, Jr. (age 57) has served on Ryan Specialty’s Board since January 2024. He is a technology entrepreneur and investor, Founder & CEO of Incisent Labs Group, co-founded Chicago Ventures, and previously served 25 years on the board of Penske Corporation (private). He holds a BA from Georgetown, an MBA from Northwestern’s Kellogg School, and a JD cum laude from Northwestern School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Incisent Labs Group | Founder & CEO | Not disclosed | Technology company incubation and creation |
| Chicago Ventures | Co-founder | Not disclosed | Early-stage venture capital investing |
| Penske Corporation (private) | Director | ~25 years | Large diversified transportation services; governance exposure |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Northwestern University | Trustee; Executive Committee member | Not disclosed | Academic governance leadership |
Board Governance
- Committee assignments: None; Ryan Jr. is not listed on Audit, Compensation & Governance, or Executive Committees .
- Chair roles: None .
- Independence: Classified as non-independent; Board notes five non-independent directors including Executive Chairman Patrick G. Ryan, CEO Timothy W. Turner, Nicholas D. Cortezi, Michael D. O’Halleran, and Patrick G. Ryan, Jr. .
- Attendance: In 2024, all directors except O’Halleran attended at least 75% of Board and relevant committee meetings; no exception noted for Ryan Jr. .
- Tenure/class: Class I director; first joined 2024; current term expires 2025 with nomination for re-election in 2025 .
- Governance context: 2025 Proxy seeks to declassify the Board and implement majority voting in uncontested elections, eliminate springing supermajority provisions, add written consent and 20% special-meeting rights, and set September 30, 2029 as outside date to sunset Class B 10:1 voting—Board recommends FOR each .
- Director nomination rights: The “Ryan Parties” (Patrick G. Ryan and family-controlled entities) hold significant Board nomination rights that scale with ownership; can be disproportionate to ownership; after P.G. Ryan’s departure, rights taper to one nominee if ≥10% of original amount remains .
Fixed Compensation
| Year/Policy | Cash Retainer ($) | Committee Chair/Lead Fees ($) | Notes |
|---|---|---|---|
| 2024 actual (Ryan Jr.) | 100,000 | 0 | No chair/lead roles; see 2024 director comp table . |
| 2024 equity policy | — | — | Annual RSU grant ~$122,500 for full-year service; pro-rations applied; fully vested at grant; elective deferral allowed . |
| 2025 policy (effective Jan 1, 2025) | 120,000 | Audit Chair 35,000; Comp&Gov Chair 25,000; Lead Director 35,000 | Equity grant increased to $200,000 . |
Performance Compensation
| Component | Grant Date | Instrument | Amount/Terms | Vesting/Settlement | Performance Metrics |
|---|---|---|---|---|---|
| Annual director equity | Apr 30, 2024 (pro-rated for new directors) | RSUs | 1,273 RSUs; ~$62,500 grant-date fair value (Ryan Jr.) | Fully vested at grant; settlement within 30 days or deferred until separation/change-in-control if elected | None disclosed for directors; time-based only |
Other Directorships & Interlocks
| Entity | Type | Role | Interlock/Conflict Considerations |
|---|---|---|---|
| Penske Corporation | Private | Director (prior) | Not a public company; governance experience . |
| Northwestern University | Academic/non-profit | Trustee, Executive Committee | External governance role . |
| Geneva Re network (RIH/GRH/GRP) | Related-party investment structure | Family-affiliated investment aggregation via GRH (includes P.G. Ryan Jr., P.G. Ryan Sr., Michael O’Halleran) | Audit Committee reviews/approves; capital commitments and promissory notes to RIH; related-party oversight necessary . |
| Geneva Re compensation interlock | Public company JV board | P.G. Ryan (Sr.) sits on Geneva Re board/comp committee; O’Halleran (Executive Chairman of Geneva Re) sits on RYAN Board | Committee interlock requires monitoring (not specific to Jr., but part of family-controlled ecosystem) . |
Expertise & Qualifications
- Skills matrix: Leadership experience, financial/accounting acumen, public company experience, and cybersecurity expertise indicated for Ryan Jr. .
- Background: Founder/CEO in SaaS/technology; venture investing; advanced legal and business degrees .
Equity Ownership
| Component | Detail | Notes |
|---|---|---|
| Direct Class A ownership | 252,460 shares (self/spouse) | Footnote indicates duplication with P.G. Ryan Sr. totals . |
| Trust holdings | 400,695 Class A and 5,574,738 Class B shares beneficially owned/attributed via family trusts (Ryan Jr. and spouse) | Voting power over these shares exercised by Patrick G. Ryan Sr.; duplicative in his totals . |
| RSUs | 1,273 RSUs (fully vested) – settlement deferred until separation | Granted 4/30/2024 . |
| Ownership guidelines | 5× cash retainer within 5 years; Ryan Jr. compliance date Jan 1, 2029; all directors currently in compliance per policy . | |
| Hedging/pledging | Company prohibits pledging and hedging except as explicitly approved under policy . | |
| Section 16 compliance | No delinquent filings disclosed for Ryan Jr.; only Bolger and Cortezi had minor late Form 4s . |
Governance Assessment
-
Positives
- Strengthens Board technology/commercialization bench with founder/VC experience; skills matrix flags leadership, finance, public-company, and cybersecurity competencies .
- Strong director equity alignment via ownership guidelines (5× retainer); company bans pledging/hedging; clawback policy for Section 16 officers supports broader culture of accountability .
- Board pursuing investor-friendly reforms: declassification, majority voting, ending springing supermajorities, written consent, 20% special-meeting right, and a 2029 outside date to sunset Class B 10:1 voting .
-
Risk indicators and potential conflicts
- Non-independent director; son of Executive Chairman (Patrick G. Ryan Sr.) and part of a family with formal nomination rights that can be disproportionate to ownership—concentrates control and may impair perceived board independence .
- Voting control: shares attributed to Ryan Jr. are included in and voted by P.G. Ryan Sr.—limits independent voting discretion by Ryan Jr. over a significant block; material to investor perception of alignment and independence .
- Related-party web: Family-affiliated investment vehicles (GRH/RIH) capitalize Geneva Re; Michael O’Halleran (Executive Chairman of Geneva Re) is also on the RYAN Board, creating interlocks requiring stringent Audit Committee oversight .
- Family ties within management: EVP/CRO Brendan Mulshine’s spouse is P.G. Ryan Sr.’s niece and cousin of P.G. Ryan Jr.—nepotism optics; underscores need for robust independent oversight and recusals where appropriate .
-
Director compensation alignment
- 2024 pay mix was modest and predominantly time-based RSUs (fully vested at grant) plus cash retainer; 2025 policy increases both cash and equity (to $120k cash and $200k equity) in line with peers; no performance metrics for director equity, which is standard but reduces “at-risk” features .
-
Engagement and attendance
- Met ≥75% attendance threshold in 2024; no exceptions noted for him; Board holds quarterly independent director executive sessions led by the Lead Director .
RED FLAGS: Family control via dual-class and nomination agreement; non-independence; related-party/board interlocks (Geneva Re ecosystem); familial ties within management; centralized voting authority by P.G. Ryan Sr. over Ryan Jr.’s attributed shares .
Fixed Compensation (Detail)
| Year | Cash ($) | Equity ($) | Total ($) | Notes |
|---|---|---|---|---|
| 2024 | 100,000 | 62,500 | 162,500 | RSUs fully vested; pro-rated for partial-year service; grant on 4/30/2024 (1,273 RSUs) . |
Policy notes:
- 2025 increases: cash retainer to $120,000; annual equity grant to $200,000; added chair/lead fees adjusted upward .
Performance Compensation (Detail)
| Metric/Structure | Disclosure |
|---|---|
| Performance metrics tied to director pay | None disclosed; annual director RSUs are time-based, fully vested at grant; optional deferral for settlement . |
| Clawback for directors | Company clawback policy applies to Section 16 officers; director equity is governed by plan and award agreements; hedging/pledging prohibitions apply to directors . |
Other Directorships & Interlocks (Detail)
| Category | Item | Implication |
|---|---|---|
| Nomination rights | Ryan Parties nomination agreement allows disproportionate representation thresholds | Heightened control risk; succession clause curtails rights post-P.G. Ryan Sr. . |
| Related party | GRH/RIH/GRP/Geneva Re structure includes Ryan Jr., family, and O’Halleran | Requires rigorous Audit Committee review/approval; monitor ongoing capital commitments . |
| Interlock | Geneva Re: P.G. Ryan Sr. on board/comp committee; O’Halleran on RYAN Board | Compensation committee interlock; potential perceived conflicts . |
Expertise & Qualifications
- Technology entrepreneur; venture investor; legal and business training (JD/MBA); board experience at a large private enterprise (Penske) .
- Board skills matrix flags leadership, finance/accounting, public company experience, and cybersecurity .
Equity Ownership
| Holding | Amount | Control/Voting | Source |
|---|---|---|---|
| Class A (direct, self/spouse) | 252,460 | Voting power exercised by P.G. Ryan Sr. per footnote aggregation | |
| Class A (trusts) | 400,695 | Voting power exercised by P.G. Ryan Sr.; duplicative in his totals | |
| Class B (trusts) | 5,574,738 | Voting power exercised by P.G. Ryan Sr.; duplicative in his totals | |
| RSUs (vested, deferred) | 1,273 | Settlement deferred until separation | |
| Ownership guidelines | 5× retainer within 5 years; compliance date 1/1/2029 (Ryan Jr.); all directors currently in compliance per policy | ||
| Hedging/Pledging | Prohibited absent explicit approval; anti-hedging/anti-pledging policy in place | ||
| Section 16 | No delinquent filings disclosed for Ryan Jr. |
Governance Assessment
- Overall: Ryan Jr. brings relevant tech and investing experience, but is a non-independent director within a family-controlled governance structure. Board’s 2025 reform agenda is constructive, yet related-party linkages and centralized voting control warrant continued investor scrutiny and strong independent committee oversight .