Ryan Specialty : 2025 Proxy Statement

Published: 2025-04-18 18:05:04 ET RYAN

April 17, 2025

Dear fellow stockholders:

It is my privilege to present Ryan Specialty's 2025 Proxy Statement.

On behalf of the entire Board of Directors of Ryan Specialty, we invite you to attend Ryan Specialty's 2025 Annual Meeting of Stockholders to be held on May 30, 2025 at 2:00 p.m. Eastern Time.

2024 was another outstanding year for Ryan Specialty, marking our sixth consecutive year growing our topline revenue by over 20% and our 14th consecutive year of double-digit organic growth. We delivered on all our strategic priorities and had the largest year of M&A activity in our history, significantly bolstering our delegated authority offerings in the U.S. and abroad. Our strong results are a testament to our conviction to put our clients first, focus on specialized expertise and innovation, commitment to rewarding top talent, and our team's dedication to excellence.

Beyond our outstanding performance, we were pleased to seamlessly complete our recent leadership transition. On October 1, 2024, I transitioned to Executive Chairman, while Tim Turner became our Chief Executive Officer, and Jeremiah Bickham and Janice Hamilton were promoted to President and Chief Financial Officer, respectively.

Tim, Jeremiah and Janice are all experienced, remarkable leaders who have earned deep respect within Ryan Specialty and the industry. Their advancement is proof-positive of the quality and depth of the team we have assembled over the years, with top talent and future leaders throughout the firm. I am confident we have the right people in place to lead Ryan Specialty into the future.

Along with our strong 2024 performance, rapid growth and effective succession planning, our management and Board continued to actively and directly engage with stockholders throughout the year. This dialogue included constructive feedback that helped to inform the proposals that we are making in this year's proxy statement, which include modifications to our governance structure that we trust will be well received by our stockholders. The details of these proposals are provided within this Proxy Statement for your review.

The Board appreciates the regular feedback we receive from stockholders, which will continue to be taken into consideration and inform our corporate governance practices moving forward.

We thank you for your investment and continued support of Ryan Specialty.

Respectfully yours,

Patrick G. Ryan

Founder and Executive Chairman of the Board

NOTICE OF 2025 ANNUAL MEETING

OF STOCKHOLDERS AND PROXY STATEMENT

Dear stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the "Annual Meeting") of Ryan Specialty Holdings, Inc. (the "Company") on:

DATE: Tuesday, May 30, 2025.

TIME: 2:00 p.m. Eastern Time.

PLACE: The meeting will be a virtual-only meeting, conducted exclusively via webcast at www.proxydocs.com/RYAN. There will not be a physical location for the meeting, and you will not be able to attend the meeting in person. Stockholders will be able to attend, vote, and submit questions (both before and during a portion of the meeting) virtually.

RECORD April 1, 2025 ("Record Date").

DATE:

WHO CAN VOTE: Holders of the Class A common stock and Class B common stock of the Company as of the close of business on the Record Date.

WHO CAN ATTEND: All stockholders are invited to attend the virtual Annual Meeting. To attend the meeting at www.proxydocs.com/RYAN, you must enter the control number on your Notice of Internet Availability of Proxy Materials, Proxy Card, or voting instruction form. The virtual meeting room will open at 1:45 p.m. Eastern Time.

DATE OF MAILING: A Notice of how to access the Proxy Statement and 2024 Annual Report to stockholders and a form of proxy are first being sent to stockholders on or about April 17, 2025.

Items of Business to be Conducted:

Please note that there is no in-person Annual Meeting for you to attend. Stockholders will be able to listen, vote, and submit questions during the virtual Annual Meeting from any remote location with Internet connectivity. Information on how to participate in the virtual Annual Meeting can be found on page 4 of this Proxy Statement.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting

of Stockholders to be held on May 30, 2025

The Proxy Statement and our 2024 Annual Report are available directly at the following website: www.proxydocs.com/RYAN

YOUR VOTE IS VERY IMPORTANT

If you were a stockholder at the close of business on the Record Date (i.e., April 1, 2025), you are eligible to vote at this year's Annual Meeting. Regardless of whether you plan to attend the virtual Annual Meeting, your vote is very important. We urge you to participate in the election of our directors and in deciding the other items on the agenda for the Annual Meeting.

Stockholders are strongly encouraged to vote their shares by proxy in advance of the Annual Meeting. Stockholders who wish to attend the Annual Meeting virtually may do so via webcast at www.proxydocs.com/RYAN. Please note that attending the Annual Meeting virtually will not necessarily allow you to vote at the Annual Meeting. Accordingly, we strongly advise you to vote in advance by one of the methods described on page 4 of the Proxy Statement.

Our Board recommends that you vote:

Board

Page

Proposals

Recommendation

Reference

Election of four Class I directors

FOR each nominee

Approval of an amendment to the Certificate to declassify our Board and phase-in annual

FOR

director elections

Approval of an amendment to the Certificate to implement a majority voting standard in

FOR

uncontested director elections

Approval of an amendment to the Certificate to eliminate the springing supermajority voting

FOR

standard with respect to the removal of a director from our Board

5. Approval of an amendment to the Certificate to provide for a specific outside date, September

30, 2029, by which the ten-to-one vote disparity of the Class B common stock to the Class A FOR

common stock will sunset

Approval of an amendment to the Certificate to provide stockholders with the ability to take

FOR

action by written consent

Approval of an amendment to the Certificate to provide stockholders with the ability to call

FOR

special meetings of stockholders

8. Approval of an amendment to the Certificate to eliminate the springing supermajority voting

standard with respect to the amendment of the Bylaws and certain provisions of the

FOR

Certificate

Approval of an amendment to the Certificate to provide for the exculpation of certain officers

FOR

of the Company to the fullest extent provided under Delaware law

10.

Approval of certain Non-Substantive Amendments as set forth in the Proposed Amended and

FOR

Restated Certificate

11.

Ratification of Deloitte & Touche LLP as our independent registered public accounting firm for

FOR

the fiscal year ending December 31, 2025

12.

Advisory (non-binding) vote to approve executive compensation

FOR

The matters to be acted upon at the Annual Meeting are more fully described in the Proxy Statement and related materials. Please read the materials carefully.

All holders of Class A common stock, $0.001 par value per share, and Class B common stock, $0.001 par value per share, at the close of business on the Record Date can vote. A stockholder of record entitled to attend and vote at the Annual Meeting may appoint one or more proxies to attend, speak, and vote on their behalf by any of the procedures set out on page 4 of the Proxy Statement. A proxy holder need not be a stockholder of record.

We will provide access to our proxy materials via the Internet at www.proxydocs.com/RYAN rather than in hard copy. We will mail a notice containing instructions on how to access this Proxy Statement and our Annual Report on or about April 17, 2025, to all stockholders entitled to vote at the Annual Meeting. Stockholders who prefer a paper copy of the proxy materials may request one, at no cost, by following the instructions provided in the notice we will send.

Only stockholders that owned Class A common stock or Class B common stock at the close of business on the Record Date are entitled to notice. A list of our stockholders of record will be available at our principal executive offices, 155 North Wacker Drive, Suite 4000, Chicago, Illinois 60606 for examination by any stockholder for any purpose relevant to the meeting during ordinary business hours for at least ten days prior to May 30, 2025, and will be available online on the virtual annual meeting platform during the Annual Meeting. Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we urge you to vote. You may vote by proxy over the Internet, by telephone, or by mail by following the instructions on your Notice of Internet Availability of Proxy Materials, Proxy Card, or voting instruction form. Voting by proxy will ensure your representation at the Annual Meeting regardless of whether you attend online.

By Order of the Board of Directors,

Mark S. Katz

Corporate Secretary

Chicago, Illinois

April 17, 2025

TABLE OF CONTENTS

Important Notice

Proxy Materials for the Stockholder Meeting

Questions and Answers

Proxy Material and Voting

Board of Directors

Corporate Governance

Proposal No. 1

Election of Directors

Director Compensation

Executive Officers

Proposal No. 2

Board Declassification and Phase-in of Annual Director Elections

Proposal No. 3

Certificate Amendment - Majority Vote in Uncontested Director Elections

Proposal No. 4

Certificate Amendment - Elimination of Springing Supermajority Voting Standard

for Director Removal

Proposal No. 5

Certificate Amendment - Sunset of Class B Common Stock High-Low Vote

Proposal No. 6

Certificate Amendment - Ability for Stockholders to Act by Written Consent

Proposal No. 7

Certificate Amendment - Ability for Stockholders to Call Special Meetings of

Stockholders

Proposal No. 8

Certificate Amendment - Elimination of Springing Supermajority Voting Standard

to Amend Bylaw and Certificate

Proposal No. 9

Certificate Amendment - Officer Exculpation

Proposal No. 10

Certificate Amendment - Non-Substantive Certificate Amendments

Proposal No. 11

Ratification of Appointment of Independent Registered Public Accounting Firm

Audit Committee Report

Proposal No. 12

Advisory (Non-Binding) Vote on Named Executive Officer Compensation

Executive Compensation: Compensation Discussion and Analysis

Executive Compensation: Compensation Tables and Disclosure

Security Ownership

Certain Beneficial Owners and Management

Certain Relationships

Related Party Transactions

Other Matters

Incorporation By Reference

Proposals of Stockholders and Communications with Our Board

Availability of SEC Filings and Where to Find Additional Information

Cost of Proxy Solicitation

Appendix A

A-1

Proposed Amended and Restated Certificate of Incorporation of Ryan Specialty

Holdings, Inc.

A-1

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING

The Board of Directors (the "Board") of Ryan Specialty Holdings, Inc. is soliciting your proxy to vote at our 2025 Annual Meeting of Stockholders to be held on May 30, 2025, at 2:00 p.m. Eastern Time in a virtual-only meeting online at www.proxydocs.com/RYAN, and any adjournment or postponement of that meeting (the "Annual Meeting"). This Proxy Statement is dated as of April 17, 2025. As used in this Proxy Statement henceforward, unless otherwise stated or the context clearly indicates otherwise, the terms the "Company," the "Registrant," "Ryan Specialty," "we," "us," and "our" refer to Ryan Specialty Holdings, Inc., a Delaware corporation.

In addition to solicitations by mail, our directors, officers, and regular employees, without additional remuneration, may solicit proxies by telephone, e-mail, and personal interviews. All costs of solicitation of proxies will be borne by us. Brokers, custodians, and fiduciaries will be requested to forward proxy soliciting material to the owners of stock held in their names as of the close of business on April 1, 2025 (the "Record Date"), and we will reimburse them for their reasonable out-of-pocket expenses incurred in connection with the distribution of proxy materials.

We have elected to provide access to our proxy materials on the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials to our stockholders of record as of Record Date, while brokers and other nominees who hold shares on behalf of beneficial owners will be sending their own similar notice. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice of Internet Availability of Materials or to request a printed set of the proxy materials. Instructions on how to request a printed copy by mail or e-mail may be found in the Notice of Internet Availability of Materials and on the website referred to in the Notice of Internet Availability of Materials, including an option to request paper copies, at no cost, on an ongoing basis. We are making this Proxy Statement available on the Internet on or about April 17, 2025, and are mailing the Notice of Internet Availability of Materials to all stockholders entitled to vote at the Annual Meeting on or about April 17, 2025. We intend to mail or e-mail this Proxy Statement, together with a Proxy Card, to those stockholders entitled to vote at the Annual Meeting who have properly requested copies of such materials by mail or e- mail, within three business days of such request.

The Company has two classes of voting securities, Class A common stock, $0.001 par value per share ("Class A common stock"), and Class B common stock, $0.001 par value per share ("Class B common stock," and, collectively with the Class A common stock the "common stock"). Holders of Class A common stock are entitled to one vote per share on all matters submitted to a vote of the Company's stockholders and the holders of Class B common stock are entitled to ten votes per share on all matters submitted to a vote of the Company's stockholders. As of the Record Date, there were 262,381,686 shares of common stock outstanding consisting of 126,422,600 shares of Class A common stock and 135,959,086 shares of Class B common stock. We need the holders of a majority in voting power of the outstanding capital stock entitled to vote at the Annual Meeting, present in person (including virtually), or represented by proxy, to hold the Annual Meeting.

The Company's Annual Report, which contains financial statements for fiscal year 2024 (the "Annual Report"), accompanies this Proxy Statement. Stockholders that receive the Notice of Internet Availability of Materials can access this Proxy Statement and the Annual Report at the website referred to in the Notice of Internet Availability of Materials. The Annual Report and this Proxy Statement are also available on the "SEC Filings" section of our investor relations website at https//ir.ryanspecialty.com and at the website of the Securities and Exchange Commission (the "SEC") at www.sec.gov. Please note that the information on our website is not part of or incorporated into this Proxy Statement. You also may obtain a copy of Ryan Specialty's Proxy Statement and Annual Report, without charge, by writing to our Investor Relations department at [email protected].

2025 Proxy Statement 1

QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING

Q: Why did I receive these materials?

The Board of Ryan Specialty is soliciting your proxy to vote at our Annual Meeting (or at any postponement or adjournment of the meeting). Stockholders who own shares of our common stock as of the Record Date are entitled to vote at the Annual Meeting. You should review these proxy materials carefully as they provide important information about the proposals that will be voted on at the Annual Meeting, as well as other important information about Ryan Specialty.

Notice of Internet Availability of Proxy Statement and Annual Report. As permitted by SEC rules, we are making this Proxy Statement and our Annual Report available to our stockholders electronically via the Internet. The notice of internet availability of proxy materials contains instructions on how to access this Proxy Statement and our Annual Report and vote online. If you received the notice of internet availability of proxy materials by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the notice of internet availability of proxy materials instructs you on how to access and review all of the important information contained in this Proxy Statement and Annual Report. The notice of internet availability of proxy materials also instructs you on how you may submit your proxy over the Internet or by telephone. If you received a notice of internet availability of proxy materials by mail and would like to receive a printed copy of our proxy materials, at no cost, you should follow the instructions for requesting such materials contained in the notice.

Householding. The SEC's rules permit us to print an individual's multiple accounts on a single notice or set of Annual Meeting materials. To take advantage of this opportunity, we have summarized on one notice or set of Annual Meeting materials all of the accounts registered with the same tax identification number or duplicate name and address, unless we received contrary instructions from the impacted stockholder prior to the mailing date. We agree to deliver promptly, upon written or oral request, a separate copy of the notice or Annual Meeting materials, as requested, to any stockholder to which a single copy of those documents was delivered. If a single copy of the notice or Annual Meeting materials was delivered and you prefer to receive separate copies, or if multiple copies were delivered and you prefer to receive a single copy of the materials in the future, contact our Investor Relations department at [email protected]. A number of brokerage firms have instituted householding. They will have their own procedures for stockholders who wish to receive individual copies of the proxy materials.

Q: Who can vote at the Annual Meeting?

Only stockholders of record at the close of business on the Record Date will be entitled to vote at the Annual Meeting. At the close of business on the Record Date, there were 262,381,686 shares of common stock outstanding consisting of 126,422,600 shares of Class A common stock and 135,959,086 shares of Class B common stock.

Stockholder of Record: Shares Registered in Your Name

If, on the Record Date, your shares of Class A common stock were registered directly in your name with our transfer agent, Equiniti Trust Company, LLC, or if you hold shares of Class B common stock, then you are a stockholder of record. As a stockholder of record, you may: vote virtually at the Annual Meeting; vote by proxy on the Internet or by telephone; or vote by signing and returning a Proxy Card, if you request and receive one. Regardless of whether you plan to attend the virtual Annual Meeting, to ensure your vote is counted, we urge you to vote by proxy on the Internet as instructed in the Notice of Internet Availability of Materials, by telephone as instructed on the website referred to in the Notice of Internet Availability of Materials, or (if you request and receive a Proxy Card by mail or e-mail) by signing, dating, and returning the Proxy Card sent to you or by following the instructions on such Proxy Card to vote on the Internet or by telephone.

Beneficial Owner: Shares Registered in the Name of a Broker, Bank or Other Agent

If, on the Record Date, your shares were held in an account at a brokerage, bank, or other agent, then you are the beneficial owner of shares held in "street name" and these proxy materials are being forwarded to you by that organization. The organization holding your account is considered the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the virtual Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the virtual Annual Meeting, unless you request and obtain a legal proxy from your broker or other agent who is the record holder of the shares, authorizing you to vote at the Annual Meeting.

2025 Proxy Statement 2

Q: What am I being asked to vote on?

You are being asked to vote on the following twelve management proposals:

Proposal No. 1: the election of four Class I director nominees for a three-year term until the 2028 annual meeting of stockholders and until their successors are duly elected and qualified ("Proposal 1");

Proposal No. 2: the approval of an amendment to the Certificate to declassify our Board and phase-in annual director elections ("Proposal 2");

Proposal No. 3: the approval of an amendment to the Certificate to implement a majority voting standard in uncontested director elections ("Proposal 3");

Proposal No. 4: the approval of an amendment to the Certificate to eliminate the springing supermajority voting standard with respect to the removal of a director from our Board ("Proposal 4");

Proposal No. 5: the approval of an amendment to the Certificate to provide for a specific outside date, September 30, 2029, by which the ten-to-one vote disparity of the Class B common stock to the Class A common stock will sunset ("Proposal 5");

Proposal No. 6: the approval of an amendment to the Certificate to provide stockholders with the ability to take action by written consent ("Proposal 6");

Proposal No. 7: the approval of an amendment to the Certificate to provide stockholders with the ability to call special meetings of stockholders ("Proposal 7");

Proposal No. 8: the approval of an amendment to the Certificate to eliminate the springing supermajority voting standard with respect to the amendment of the Company's Bylaws and certain provisions of the Certificate ("Proposal 8");

Proposal No. 9: the approval of an amendment to the Certificate to provide for the exculpation of certain officers of the Company to the fullest extent provided under Delaware law ("Proposal 9");

Proposal No. 10: the approval of certain other Non-Substantive Amendments as set forth in the proposed amended and restated Certificate of Incorporation (the "Proposed Amended and Restated Certificate") ("Proposal 10");

Proposal No. 11: the ratification of the selection, by the Audit Committee of our Board, of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2025 ("Proposal 11"); and

Proposal No. 12: the non-binding advisory approval of the compensation of our named executive officers ("Proposal 12").

In addition, you are entitled to vote on any other matters that are properly brought before the Annual Meeting.

Q: How does the Board recommend I vote on the proposals?

The Board recommends that you vote:

2025 Proxy Statement 3

Disclaimer

Ryan Specialty Holdings Inc. published this content on April 18, 2025, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 18, 2025 at 22:04 UTC.