Ryan Specialty Group (RYAN) Proxy Filing summary

Executive summary

• Achieved over $3 billion in revenue for 2025, a 21% year-over-year increase, marking 15 consecutive years of double-digit organic revenue growth and seven years of 20%+ total revenue growth.

• Completed $2.7 billion in 12 acquisitions over two years, significantly diversifying products, geographies, and capabilities.

• Launched EMPOWER, a three-year restructuring program to streamline operations, optimize scale, and accelerate data, technology, and AI strategies.

• Initiated a $300 million share repurchase program and increased the regular quarterly dividend by 8% in 2026.

• Strengthened leadership with the appointment of two Co-Presidents and continued focus on talent and innovation.

Voting matters and shareholder proposals

• Election of five director nominees for one-year terms until the 2027 annual meeting.

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for 2026.

• Advisory (non-binding) vote to approve executive compensation (say-on-pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board declassified in 2025; all directors now stand for annual election as of 2028.

• Board consists of 12 members, with a mix of independent and non-independent directors; seven are independent.

• Lead Director role established, currently held by John W. Rogers, Jr.

• Board committees include Audit, Compensation and Governance, and Executive Committees.

• Annual board and committee self-evaluations conducted; all directors attended at least 75% of meetings.

• Stockholders can nominate directors and submit proposals under specified procedures.