Baldwin Insurance Group (BWIN) Proxy filing summary

Executive summary

• Achieved sixth consecutive year of industry-leading organic revenue growth, with total revenues up 8% to $1.5 billion in 2025 and adjusted diluted EPS growing 11% to $1.67 per share.

• Expanded margins, with adjusted EBITDA margin at 23% and pro forma adjusted EBITDA up 13% to $352.5 million.

• Integrated artificial intelligence across business segments, driving productivity, retention, and digital transformation.

• Completed strategic acquisitions (CAC Group, Capstone, Obie) to strengthen specialty and advisory capabilities.

• Board remains focused on capital allocation, including share repurchases, and views stock as materially undervalued.

Voting matters and shareholder proposals

• Shareholders to vote on: (1) election of four Class I directors for terms ending 2029, (2) advisory approval of executive compensation, and (3) ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 11 directors, 8 of whom are independent; 27% gender and racial diversity; average age 62.

• Lead independent director structure in place; all committees (Audit, Compensation, Nominating & Governance, Technology & Cyber Risk) are fully independent.

• Board and committees had high attendance (98%) and conduct quarterly executive sessions.

• Stockholders agreements provide certain nomination and approval rights to pre-IPO holders and recent acquisition partners.