Timothy W. Turner
About Timothy W. Turner
Timothy W. Turner, 64, is Chief Executive Officer of Ryan Specialty (since October 1, 2024) and a director since 2012; he previously served as President (March 2021–Oct 1, 2024) and as Chairman and CEO of RT Specialty from its founding in 2010 . He began his insurance career in 1987 and holds a B.S. in Criminal Justice from Madonna University; early career service included Detroit Police Academy graduation, Wayne County SWAT, and undercover narcotics work with the Michigan State Police . 2024 performance drivers used for executive incentives included Organic Revenue Growth of 12.1% and Adjusted EBITDAC Margin of 31.5% (yielding ~94.4% of target STI for corporate-plan NEOs), while Ryan Specialty’s TSR rose 136% since the IPO timeframe; the company also reported six consecutive years of >20% topline revenue growth and 14 straight years of double-digit organic growth .
Past Roles
| Organization | Role | Years (if disclosed) | Strategic Impact |
|---|---|---|---|
| RT Specialty | Chairman & CEO; co-founder | 2010–2024 (CEO of RT to Oct 1, 2024) | Built wholesale/specialty broking platform; industry distribution leadership |
| Ryan Specialty (parent) | President | Mar 2021–Oct 1, 2024 | Led corporate operations and growth initiatives |
| CRC Insurance Services | President | 10 years at CRC | Managed large wholesale brokerage; scaled operations |
| Crump Group | President, Chicago Office | Not disclosed | Regional leadership; expansion of brokerage footprint |
| A.J. Renner & Associates | Casualty Broker | Began 1987 | Foundation in specialty casualty broking |
| Law enforcement (Detroit/Wayne Co./Michigan State Police) | Narcotics & SWAT roles | Not disclosed | Operational leadership; discipline and risk management |
External Roles
| Organization | Role | Years | Strategic Impact / Recognition |
|---|---|---|---|
| Insurance Insider | Distribution Leader of the Year | 2020 | Industry recognition for distribution excellence |
| Boy Scouts of America (Greater New York Councils) | “Good Scout” Award | 2019 | Community engagement recognition |
| City of Hope (National Insurance Industry Council) | Spirit of Life Award | 2021 | Philanthropy/industry leadership acknowledgment |
Fixed Compensation
Multi-year compensation for Timothy W. Turner (SCT basis):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $1,200,000 | $1,200,000 | $1,200,000 |
| Stock Awards ($) | $729,620 | — | $2,470,256 |
| Non-Equity Incentive ($) | $2,699,996 | $2,505,120 | $2,266,679 |
| Bonus ($) | — | $194,880 | — |
| All Other Comp ($) | $68,836 | $47,529 | $11,500 |
| Total ($) | $4,698,452 | $3,947,529 | $5,948,435 |
Additional fixed compensation details:
- Base salary increased to $1,500,000 effective March 2025 (from $1,200,000 in 2024) .
- 2024 target bonus opportunity: 200% of base salary .
- Clawback policy compliant with SEC 10D/NYSE standards .
Performance Compensation
Short-Term Incentive (STI) framework and 2024 outcomes (Executive Incentive Corporate Plan):
| Metric | Weighting | Target Range | Actual | Component Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Organic Revenue Growth | 35% | 10–12% = 100%; >16% = 150% | 12.1% | 101.7% of target | Cash paid early 2025 |
| Adjusted EBITDAC Margin | 35% | 31.00–31.25% = 100%; >31.75% = 150% | 31.5% | 120.3% of target | Cash paid early 2025 |
| Individual Merit-Based | 30% | Committee assessment | Not a numeric target | 55.8% of target (corporate-plan NEOs) | Cash paid early 2025 |
| Total STI Payout (Turner) | — | — | — | ~$2,266,679 (≈94.4% of target) | Paid early 2025 |
Long-Term Incentives (granted 2024):
- PSUs/PLUs granted March 1, 2024; target 101,240 units, max 151,860; grant-date fair value $2,470,256 . Cliff vests April 1, 2029 subject to three conditions: (1) Adjusted EBITDAC Margin target achieved by 2027 and maintained in 2028; (2) Organic Revenue Growth CAGR 2024–2027; and (3) TSR CAGR thresholds determine payout from 75% (threshold) to 150% (maximum) of units/shares; employment through Jan 1, 2029 required, with pro-rata/accelerated treatment upon certain terminations .
Equity with “option-like” features:
- Reload Class C Units (economic options) outstanding; shown as 387,942 exercisable at a return threshold of $23.34 (presentation uses “exercise price”), reflecting fully vested reload units from IPO conversion .
Equity Ownership & Alignment
Beneficial ownership and alignment:
| Holding | Amount | Date | Notes |
|---|---|---|---|
| Class A Common | 8,095 shares (<1%) | Mar 31, 2025 | Held individually |
| Class B Common | 2,163,164 shares (1.6% of Class B) | Mar 31, 2025 | Includes LLC Common Units via RLU vesting within 60 days |
| Combined Voting Power | 1.5% | Mar 31, 2025 | Dual-class vote structure |
| Stock Ownership Guideline | CEO must hold 6× salary; compliance date June 7, 2027 | Adopted June 7, 2022 | Company states executives currently in compliance |
| Anti-hedging/pledging | Prohibited (pledging only with Board approval) | Policy filed | Aligns with investor-friendly practices |
Outstanding awards and vesting schedule (key items):
- 2022 RLUs: 6,978 units vested April 1, 2025; 2024 year-end unvested RLUs valued at ~$447,708 at $64.16 .
- 2024 PSUs/PLUs: max 151,860 units/shares; 12/31/2024 max payout value ~$9,743,338 at $64.16, contingent on performance through 2028; vests April 1, 2029 -.
- Reload Class C Units: 387,942 fully vested; presented with $23.34 return threshold (option-like) .
Insider trading/filings:
- Section 16 compliance: Company reports timely filings in 2024 except two directors (not Turner) with minor delays; no Turner exceptions cited .
Employment Terms
Employment agreement:
- Evergreen 5-year term (originally January 2010), base salary originally $800,000 (current salary determined by Board), annual target bonus initially $700,000; car and condominium allowances ($2,000/month each) voluntarily forfeited in Q3 2023 .
- If terminated without cause: continued base salary through end of current 5-year term; prorated annual bonus paid based on achieved metrics (death/disability similar prorated treatment) .
Executive Severance Plan economics:
| Scenario | Cash Severance | Pro-Rata Bonus | Benefits Continuation | Equity Treatment | Restrictive Covenants |
|---|---|---|---|---|---|
| Non-CIC termination (without cause / Good Reason) | CEO: 1.5× base + target bonus | Pro-rated; paid based on actual performance | 18 months for CEO | Per award terms (e.g., PSUs/PLUs pro-rata; next RSU/RLU tranche accelerate) | Non-compete/non-solicit 18 months (CEO) |
| CIC termination (±6 months pre / 18 months post) | 2.0× base + target bonus | Pro-rated; paid at target immediately | 24 months | Time-based awards fully accelerate; PSUs/PLUs per award terms | Non-compete/non-solicit 24 months |
Illustrative 12/31/2024 severance values (Company disclosure):
- Involuntary termination (non-CIC): total ~$8,161,922 (cash $5.4M; pro-rata bonus ~$2,266,679; benefits ~$47,535; equity ~$447,708) .
- CIC termination: total ~$19,854,426 (cash $7.2M; pro-rata bonus $2.4M; benefits ~$63,380; equity ~$10,191,046) .
- Death/disability/Qualified Retirement: equity ~$10,191,046; totals shown for each scenario in Company table .
Clawback, hedging/pledging policies:
- SEC 10D/NYSE-compliant clawback for erroneously awarded incentive comp; applies to Section 16 officers regardless of misconduct .
- Anti-hedging and anti-pledging policy (pledging only with explicit approval) .
Board Governance & Director Service
- Board tenure/class: Director since 2012; nominated as Class I director with term expiring 2025 and proposed for election to 2028 under current classified structure (Board is proposing declassification to phase-in annual elections starting 2026) .
- Committee roles: Member, Executive Committee .
- Independence: Non-independent director (management) .
- Board leadership: Roles of Chair and CEO separated on Oct 1, 2024 (Patrick G. Ryan to Executive Chairman; Turner to CEO); Lead Independent Director presides over quarterly executive sessions .
- Meeting attendance: In 2024, all directors except one attended ≥75% of meetings; O’Halleran missed two special meetings (no exception flagged for Turner) .
- Director compensation: Employees (Patrick G. Ryan and Turner) receive no additional board compensation .
Governance context:
- Dual-class voting with Class B ten votes per share; Board proposes sunset by September 30, 2029 and other governance enhancements (majority voting, ability to call special meetings, act by written consent, removal supermajority elimination) .
- Director Nomination Agreement provides Ryan Parties proportional nomination rights tied to ownership; Turner’s role is within this broader governance framework .
Compensation Structure Analysis
- Mix and pay-for-performance: Majority of CEO compensation delivered via variable, at-risk pay; 2024 STI tied to Organic Revenue Growth, Adjusted EBITDAC Margin, and merit; 2024 LTI in PSUs/PLUs with multi-year Adjusted EBITDAC/organic growth floors and TSR payout scaling (75%–150%) - -.
- Shift toward performance grants: Significant 2024 grant of PSUs/PLUs ($2.47M grant-date value; max units 151,860) strengthens alignment with multi-year performance and TSR .
- No excise tax gross-ups, no option repricing/backdating; clawback and risk oversight in place; independent compensation consultant FW Cook engaged (no conflicts) .
- Target positioning: Base salaries targeted at/above 75th percentile versus peer group; CEO salary moved to $1.5M in 2025 per philosophy .
Compensation peer group:
- Aon, Argo Group, Arthur J. Gallagher, AXIS Capital, Brown & Brown, BRP Group, CBIZ, Crawford & Co., Erie Indemnity, Goosehead, Hanover Insurance, Marsh & McLennan, Primerica, RLI, Selective Insurance, Willis Towers Watson .
Related Party Transactions and Risks
- Section 16 filings: No Turner-specific delinquency noted; two other directors’ filings had minor timing issues .
- Broader governance concentration: Ryan Parties’ control and nomination rights can raise independence optics; Board is advancing declassification, majority voting, special meeting/written consent rights, and Class B sunset date to improve governance balance .
Investment Implications
- Alignment: Turner’s 2024 PSUs/PLUs cliff vesting in 2029 with stringent Adjusted EBITDAC and organic growth floors plus TSR scaling ties a large portion of value to multi-year execution and stock performance, a positive alignment signal; anti-hedging/pledging and ownership guidelines (6× salary) reinforce alignment - .
- Near-term selling pressure: Modest RLUs vesting (e.g., 6,978 units on Apr 1, 2025) and fully vested reload Class C units exist, but anti-pledging policy and multi-year PSU/PLU lock-in reduce immediate sell pressure; larger vest potential in 2029 may create event-driven liquidity around certification .
- Retention/transition risk: Severance plan provides substantial protections (up to 2× base+target bonus and full time-based acceleration under CIC), with 24-month non-compete, supporting retention while implying costs in a change-of-control scenario; Turner’s evergreen employment agreement further stabilizes tenure .
- Performance linkage: 2024 STI outcome (~94.4% of target) reflects disciplined payout vs. guidance miss on organic growth, while multi-year TSR outperformance (+136% vs +42% peer index since IPO timeframe) underscores value creation during the period considered .
- Governance trajectory: Separation of Chair/CEO, lead director sessions, and proposed declassification/majority voting/sunset of high-vote Class B should improve governance optics and reduce control risk over time, supportive for long-only investors sensitive to dual-class structures .