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 relevant financial and insurance expertise; the 3-year TSR gap versus the company-disclosed peer group is -12.5pp, well below the 35pp threshold required to trigger a vote against, so no TSR flag applies.
Bungert joined the board in September 2025, which is within the 24-month new-director exemption window, so the TSR trigger does not apply; he brings extensive reinsurance industry experience.
Cornelli has served since July 2023, which is less than 36 months and covers less than half the 3-year underperformance period; the peer-group TSR gap of -12.5pp does not breach the 35pp threshold regardless, so no TSR flag applies and her finance and governance academic credentials are relevant.
Cortezi has served since the July 2021 IPO with deep industry expertise; the 3-year peer-group TSR gap of -12.5pp is well below the 35pp trigger threshold, so no TSR concern applies.
Kuczinski joined in October 2023, covering less than the full 3-year period, and the peer-group TSR gap of -12.5pp does not breach the 35pp threshold; his insurance industry and CPA background are well-suited to his audit and compensation committee roles.
All five nominees pass the policy screens: the company's 3-year TSR of +3.3% versus its disclosed compensation peer group median of +15.8% produces a gap of only -12.5pp, comfortably below the 35pp threshold that would trigger votes against (the low-positive TSR band applies). No overboarding, attendance, independence, or familial-relationship flags were identified for any nominee. Vote FOR all five.
Say on Pay
✓ FORCEO
Benjamin M. Wuller
Total Comp
$1,653,419
Prior Support
N/A
The named CEO for compensation benchmarking purposes is Benjamin M. Wuller (CEO of Ryan Specialty Underwriting Managers, the highest-paid NEO listed in our database at $1,653,419 total compensation), which is well within expected norms for a divisional CEO role at a $9.5B financial services company. The overall pay program shows strong pay-for-performance alignment: bonuses were significantly below target (roughly 31% of target for most NEOs) reflecting actual underperformance on key financial metrics, and both the Executive Chairman and CEO voluntarily forfeited their 2025 bonuses entirely. Long-term incentive awards carry meaningful performance conditions tied to organic revenue growth, EBITDAC margin, and stock price, a clawback policy is in place, and the pay mix is heavily weighted toward variable compensation — all consistent with the policy's requirements for a FOR vote.
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 other fees of $4,890, totaling approximately $17,390) represent less than 1% of audit fees of $2,318,847, well below the 50% threshold; Deloitte's tenure of approximately 14 years is below the 25-year concern threshold; and no material restatements were identified. Deloitte is a Big 4 firm appropriate for a company of this size.
Overall Assessment
The 2026 Ryan Specialty annual meeting presents three standard proposals — director elections, auditor ratification, and say-on-pay — all of which pass the applicable policy screens and warrant a FOR vote. No stockholder proposals were submitted for this meeting, and the compensation program demonstrates genuine pay-for-performance discipline, with most executives receiving significantly reduced bonuses and the CEO and Executive Chairman forfeiting bonuses entirely in a year of financial metric shortfalls.
Compensation Peer Group
15 companies disclosed in 2026 proxy filing