Bronislaw E. Masojada
BROWN & BROWNAbout Bronislaw E. Masojada
Independent director of Brown & Brown, Inc. since 2023; age 63. Former CEO of Hiscox Group (2000–2021), previously Group Managing Director, with early career at McKinsey; served as Deputy Chairman of Lloyd’s of London (2001–2007). Currently chairs SiriusPoint Ltd.; also an Alderman of the City of London and serving as its Sheriff. Committee assignments: Audit and Compensation; not a committee chair; Board has affirmed his independence under NYSE rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hiscox Group (LSE) | Chief Executive Officer | 2000–2021 | Led global specialist insurer; long tenure signals deep industry operating expertise |
| Hiscox Group | Group Managing Director | 1993 | Senior operating leadership prior to CEO |
| Lloyd’s of London | Deputy Chairman | 2001–2007 | Senior market governance in global insurance marketplace |
| McKinsey & Company | Consultant (early career) | Not disclosed | Strategy and operations grounding |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| SiriusPoint Ltd. | Chair of the Board | Public | Current chair; cross-industry exposure to underwriting and reinsurance |
| City of London | Alderman; Sheriff | Civic | Public service roles; governance/leadership standing |
Board Governance
- Committee memberships: Audit and Compensation; not a chair (Audit chair: Jaymin B. Patel; Compensation chair: Lawrence L. Gellerstedt III) .
- Independence: Board affirmed independence; 85% of BRO directors are independent .
- Attendance: Board held 7 meetings in 2024; Audit 6; Compensation 6; each incumbent director attended at least 75% of Board and committee meetings .
- Board process: Executive sessions at every in-person meeting (presided by Lead Independent Director, H. Palmer Proctor, Jr.) .
- Related party/affiliated transactions: Proxy discloses several related-party items; none involve Mr. Masojada .
- Section 16 reporting: Company states timely compliance during 2024; only one late Form 3 (Stephen P. Hearn); no issues disclosed for Mr. Masojada .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $50,000 | $100,000 |
| Stock Awards ($) | — | $119,933 |
| Total ($) | $50,000 | $219,933 |
- Standard director pay framework: annual cash retainer $100,000; annual fully vested share grant valued at $120,000 under 2019 SIP; additional chair retainers (Audit/Comp/Acquisition $20,000; Nominating $15,000; Lead Independent Director $15,000). Mr. Masojada is not a chair, so receives the standard retainer plus equity .
Performance Compensation
Directors receive fully vested stock awards; no options or performance-based director equity and no disclosed bonus metrics for directors.
| Component | Grant policy | Vesting | Performance Metrics |
|---|---|---|---|
| Annual Director Equity | Fully vested shares valued at $120,000 (2019 SIP) | Immediate vesting | None (director grants are not performance-based) |
Other Directorships & Interlocks
| Company | Relationship to BRO | Potential Interlock/Conflict Considerations |
|---|---|---|
| SiriusPoint Ltd. (Chair) | SiriusPoint is an insurer/reinsurer; BRO is an insurance intermediary | No related-party transactions disclosed; routine market interactions possible but not flagged in proxy |
Expertise & Qualifications
- Global insurance leadership (CEO of Hiscox; Deputy Chair at Lloyd’s) .
- Governance and risk oversight through Audit and Compensation committee service .
- Strategic and operational background (McKinsey; long-tenure operating leader) .
- International perspective and capital markets/underwriting exposure via SiriusPoint role .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Bronislaw E. Masojada | 5,407 | <1% | As of record date March 3, 2025 |
- Stock ownership guidelines: non-employee directors must accumulate BRO stock valued at least 5× annual cash retainer within five years of joining the Board; average non-employee director ownership = 47× retainer as of 12/31/2024. Individual compliance status for Mr. Masojada is not specifically disclosed .
- Hedging/pledging: Board prohibits hedging and pledging by directors; no pledges disclosed for Mr. Masojada .
Governance Assessment
Strengths
- Independent director with deep insurance operating and market governance experience; sits on Audit and Compensation committees (strong board effectiveness signal) .
- No disclosed related-party transactions or conflicts tied to Mr. Masojada; Section 16 compliance clean per proxy .
- Director pay mix aligns with shareholder interests (cash + fully vested equity), with robust anti-hedging/anti-pledging and ownership guidelines .
Watch items
- External chair role at SiriusPoint creates potential industry interlock; while no transactions are disclosed, investors should monitor for any future business dealings or incentives between BRO and SiriusPoint .
- Time commitments: multiple roles (SiriusPoint chair, civic positions) warrant ongoing monitoring of attendance/engagement; current proxy indicates at least 75% attendance across directors .
Context signals
- Say-on-pay support was 94% in recent years, indicating strong shareholder confidence in BRO’s compensation governance framework .
- Board structure includes regular executive sessions and active risk oversight through committees; independent Lead Director role is established .