📄 What This Document Is 📜

This is a Proxy Statement (DEF 14A). Think of it as the company's official report to shareholders before the annual meeting. Its purpose is to inform you about who the company is, who is running it, and what votes you need to cast on major governance issues.

👉 What to expect: You will find proposals for electing directors, approving executive pay, and ratifying the company's external auditors. It also includes management's vision for the future and corporate policies.

🏢 The Baldwin Group at a Glance 🌟

In simple terms, The Baldwin Group is a national insurance and risk management firm. They help individuals, families, and businesses manage complex risks by providing tailored insurance and advisory solutions.

👉 Growth story: The firm has shown impressive growth, having expanded its revenue from approximately $140 million in 2019 to $1.5 billion in 2025. 👉 Scale: They serve over 3 million clients globally and have a network of approximately 5,000 colleagues across more than 50 states.

🚀 Strategic Vision: The Broker of the Future 🔮

The company's leadership is heavily focused on redefining the insurance industry, positioning themselves as a "Broker of the Future." Their strategy centers on proactively leading change, especially through technology and Artificial Intelligence (AI).

👉 AI Integration: They are intentionally embedding AI capabilities across their businesses to boost efficiency. For example, in personal lines (Mainstreet Insurance Solutions), they use AI-powered digital agents to engage clients and bind policies. 👉 Core Focus Areas: They divide their services into specialized segments:

• Mainstreet Insurance Solutions (MIS): Focuses on embedded insurance platforms (e.g., at home or apartment transactions).
• Founder Shield (Small Commercial): Digitally guiding clients, which has led to high retention (exceeding 90%) and margin expansion (40 percentage points).
• Insurance Advisory Solutions (IAS): Focuses on deep, consultative advisory work, strengthened by acquisitions like CAC Group.
• Underwriting, Capacity, and Technology Solutions (UCTS): Develops proprietary products, analyzes risk, and manages claims.

💰 2025 Performance Highlights 📈

The Proxy Statement summary provides key financial metrics from 2025, which serve as critical markers of the company's operational health. While the detailed financial statements are not provided, these summary figures signal strong growth.

• Total Revenue: Increased 8% to $1.5 billion year over year. This shows steady top-line growth and market penetration.
• Adjusted EBITDA Margin: Expanded to 23%, up 20 basis points (bps). This measure of profitability, before interest, taxes, depreciation, and amortization, signals improved operational efficiency.
• Adjusted Net Income: Grew to $198.9 million, up 12%.
• Adjusted Diluted EPS: Grew to $1.67 per share, up 11%.
• Organic Revenue Growth: Reported 7% growth, noting this is the industry-leading 6th consecutive year of top-of-industry organic revenue growth.

🗳️ Governance and Board Oversight 🧭

Since this is a governance filing, a significant portion of the document details the structural components that ensure accountability and strategic direction. The Board has established multiple committees to oversee specific areas of risk and operations.

• Leadership Structure: The Board has 11 directors. The structure includes a Lead Independent Director (Chris Sullivan), which enhances independent oversight and helps facilitate communication between management and the independent members.
• Core Values: The Board is guided by core values including Discerning, Grit, Genuine, Engaging, Purpose, and Dreaming, reinforcing a culture built on integrity and ambition.

The Audit Committee 🧐

This committee oversees the financial health and integrity of the company's books.

• Responsibilities: They are directly responsible for selecting and ensuring the independence of the company’s external accounting firm, reviewing internal controls, and overseeing any major financial risk exposures.
• Chair: Barbara Matas.

The Compensation Committee 💸

This committee manages and recommends pay packages for the company's top executives.

• Responsibilities: They review and recommend compensation for all executive officers, administer the stock and equity incentive plans, and review the overall compensation philosophy.
• Policy Focus: The compensation structure emphasizes a "pay for performance" model, using components like Annual Incentive Plans and Long-Term Incentive Plans (PSUs) tied to achieving performance goals.

The Technology and Cyber Risk Committee 💻

Given the focus on AI and digital transformation, this committee is critical for modern risk management.

• Responsibilities: They are tasked with evaluating cybersecurity threats, overseeing the company's data responsibility strategy, and examining risks associated with information technology systems, including the strategic use of AI.
• Chair: Sathish Muthukrishnan.

🤝 Key Corporate Policies and Commitments 📜

The Board has adopted detailed policies to protect shareholder interests and guide ethical behavior, ensuring the company remains accountable.

• Code of Business Conduct and Ethics: This standard applies to all employees, officers, and directors, promoting honest and ethical conduct.
• Trading Policy: This policy governs how directors and officers can buy, sell, or dispose of company securities, specifically designed to prevent any appearance of insider trading.
• Stock Ownership Guidelines: The guidelines require "Covered Individuals" (executives and non-employee directors) to maintain a minimum ownership stake in the company to align their financial interests with shareholders.
• Clawback Policy: This policy ensures accountability by allowing the company to recoup certain executive compensation if the company must restate its financial reports due to a material error.

🗓️ Meeting Logistics and Next Steps 📅

If you plan to vote, note these critical dates:

• Annual Meeting of Shareholders: June 4, 2026, at 10:00 AM Eastern Daylight Time.
• Record Date: April 6, 2026. Shareholders who own stock by this date are entitled to vote on the proposals.
• Voting: Votes can be cast via the internet, by telephone, or by mail.

🗣️ Management Commentary on Future Strategy 🎙️

The CEO’s letter highlights the company's strategic belief that "the future insurance professional is not replaced by AI, they will be empowered by it." They plan to leverage AI to reduce low-value, repetitive tasks, allowing experienced advisors to focus on the highest-value client work.

👉 Growth Goal: The company has established a "North Star" goal of reaching $3B in revenue and achieving a 30% EBITDA margin through organic growth and strategic partnerships.

🏛️ Conclusion of Proposals 💼

The filing proposes three main actions for shareholder vote:

1. Electing Directors: Elect four Class I Directors (Lowry Baldwin, Sathish Muthukrishnan, Sunita Parasuraman, and Ellyn Shook) to serve until 2029.
2. Say-on-Pay: Approving, on an advisory basis, the compensation of named executive officers for 2025.
3. Ratifying Auditor: Approving PricewaterhouseCoopers LLP as the independent registered public accounting firm for fiscal year 2026.

🧠 The Analogy 💡

Think of the company, Baldwin Insurance, like a skilled orchestra. Historically, the company was the conductor and the players, and the Board of Directors is the Music Director. This proxy statement is like the concert program and the annual review: it tells you who the current section leaders (committees) are, what instruments (policies) they are using, and that the Music Director (Management) has a grand vision for how the orchestra will adapt to new, powerful technologies (AI) while maintaining its core, irreplaceable human skill.

🧩 Final Takeaway ✨

Baldwin is using its scale and deep expertise to position itself as a technologically advanced "Broker of the Future," aiming for ambitious growth targets. The governance structure is complex, but its primary signal is one of deep commitment to compliance, transparency, and controlled growth through rigorous oversight.