RYAN SPECIALTY HOLDINGS INC CLASS (RYAN)
Sector: Financials
2026 Annual Meeting Analysis
RYAN SPECIALTY HOLDINGS INC CLASS · Meeting: April 28, 2026
Directors FOR
5
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Five Directors
Bolger has served since 2012 with strong insurance and finance credentials; the 3-year TSR gap versus the company-disclosed peer group is -18.0pp, which is below the 20pp trigger threshold for negative absolute TSR, so the TSR trigger does not fire, and no other disqualifying flags are present.
Bungert joined the Board in September 2025, well within the 24-month new-director exemption period, so the TSR trigger does not apply; he brings extensive reinsurance industry experience with no other disqualifying flags.
Cornelli joined in July 2023, which is within 24 months of the annual meeting date, qualifying her for the new-director exemption from the TSR trigger; she brings relevant finance and corporate governance academic expertise and no other disqualifying flags are present.
Cortezi has served since the July 2021 IPO with deep insurance industry knowledge; the 3-year peer-group TSR gap of -18.0pp falls below the 20pp trigger threshold, so the TSR trigger does not fire, and no other disqualifying flags apply.
Kuczinski joined in October 2023, just over 24 months before the meeting, and has extensive insurance and accounting experience; the peer-group TSR gap does not reach the 20pp trigger threshold, and no other disqualifying flags are present.
All five director nominees pass the policy screens. The company's 3-year absolute TSR is -4.8% (negative), which triggers the lower 20pp peer-underperformance threshold under the named-peer-group framework; however, RYAN's 3-year TSR trails the peer median by only -18.0pp, just under that 20pp threshold, so the TSR trigger does not fire for any director. Bungert and Cornelli are additionally covered by the 24-month new-director exemption. No overboarding, attendance, independence, or familial-relationship issues were identified for any nominee. All five nominees receive a FOR vote.
Say on Pay
✓ FORCEO
Benjamin M. Wuller
Total Comp
$1,653,419
Prior Support
N/A
The CEO captured in our database for Say on Pay purposes is Benjamin M. Wuller (CEO of Ryan Specialty Underwriting Managers), whose total compensation of $1,653,419 — consisting primarily of an $850,000 base salary and a $810,900 performance bonus — is well within benchmark for a senior divisional executive at a $9B financial services company, and the company's named CEO Timothy W. Turner voluntarily forfeited his entire 2025 bonus with total reported compensation of approximately $1.45M, reflecting genuine pay restraint. The program's pay-for-performance structure is sound: a substantial majority of executive pay is variable and tied to measurable metrics (organic revenue growth, EBITDAC margin, stock price CAGR), bonuses paid out at only ~31% of target due to below-threshold financial results, and a robust clawback policy is in place. No aggregate or individual pay-level thresholds are breached and the incentive structure is functioning as intended by delivering lower payouts when performance falls short.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
14 yrs
Audit Fees
$2,318,847
Non-Audit Fees
$17,390
Non-audit fees (audit-related fees of $12,500 plus all other fees of $4,890, totaling $17,390) represent less than 1% of core audit fees of $2,318,847, well below the 50% threshold; Deloitte has audited Ryan Specialty since 2011 (approximately 14 years), comfortably below the 25-year tenure threshold; and Deloitte is a Big 4 firm fully adequate for a $9.2B market-cap company, with no material restatements identified.
Overall Assessment
The 2026 Ryan Specialty annual meeting ballot contains three standard proposals: election of five directors, ratification of Deloitte as auditor, and a Say on Pay advisory vote. All proposals receive a FOR vote — the director TSR trigger does not fire because the 3-year peer-group underperformance gap of -18.0pp falls just below the 20pp threshold applicable to negative absolute TSR, auditor fees and tenure are well within policy limits, and executive pay levels are reasonable with a performance-based structure that demonstrably reduced payouts in a below-target year.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing