Chris L. Walker
BROWN & BROWNAbout Chris L. Walker
Executive Vice President and President – Programs Segment at Brown & Brown, Inc. (BRO). Age noted as 67 in the 2025 proxy; entered into an employment agreement effective January 9, 2012 in connection with the Arrowhead acquisition, indicating long tenure leading Programs . Incentive pay is tied to Programs segment organic revenue growth and adjusted EBITDAC margin, with 2024 cash incentive paying 190% of target, evidencing strong performance alignment; long-term equity awards use PSUs linked to Average Organic Revenue Growth and Adjusted EPS with 200% payout for the 2022–2024 performance period, reinforcing pay-for-performance design .
Past Roles
Not disclosed in the proxy beyond employment agreement tied to Arrowhead (2012) .
External Roles
Not disclosed in the proxy.
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $798,077 | $800,000 | $896,154 |
| Bonus ($) | — | $300,000 | — |
| Base Salary Decisions | 2023 | 2024 | 2025 |
|---|---|---|---|
| Base Salary ($) | $800,000 | $900,000 | No increase in 2025 base salaries (Committee-wide) |
| Target Cash Incentive | 2023 | 2024 | 2025 |
|---|---|---|---|
| Target ($) | $1,000,000 | $1,400,000 | $1,400,000 |
Performance Compensation
Annual Cash Incentive – Structure and Outcomes (2024)
| Metric | Weighting | Target | Actual Payout ($) | Payout vs Target | Vesting |
|---|---|---|---|---|---|
| Programs Segment Organic Revenue Growth | 40% | Part of $1,400,000 aggregate target | $1,120,897 | 190% overall | Cash (no vest) |
| Adjusted EBITDAC Margin | 40% | Part of $1,400,000 aggregate target | $983,596 | 190% overall | Cash (no vest) |
| Personal Objectives | 20% | Part of $1,400,000 aggregate target | $560,000 | 200% of personal objective portion | Cash (no vest) |
| Total | 100% | $1,400,000 | $2,665,000 | 190% | — |
Personal objectives emphasized delivering budgeted results, talent development, innovation using technology/data/analytics, carrier relationships expanding capacity, and global integration; Committee assessed personal objective portion at 200% for Walker .
Long-Term Equity Incentives
| Year | Structure | Performance Award ($) | Restricted Award ($) | Total ($) | Notes |
|---|---|---|---|---|---|
| 2024 | PSUs 75% / RSUs 25% | $825,000 | $275,000 | $1,100,000 | Includes $500,000 one-time incremental award (75% PSU / 25% RSU) recognizing 2023 performance |
| 2025 | PSUs 75% / RSUs 25% | $675,000 | $225,000 | $900,000 | Includes $300,000 one-time incremental award recognizing 2024 performance; $200,000 lower than 2024 incremental |
Grant-level details (2024):
- Feb 19, 2024 grants: PSUs target 5,442 shares (max 10,884), fair value $440,584; RSUs 1,814 shares, fair value $150,000 .
- Mar 20, 2024 off-cycle grants: PSUs target 4,386 shares (max 8,772), fair value $367,328; RSUs 1,462 shares, fair value $124,972 .
Performance metrics and vesting:
- PSUs measure Average Organic Revenue Growth and Adjusted EPS; 2022–2024 cycle certified at 200% in Feb 2025; PSUs vest Feb 21, 2027, with retirement-tailored payment timing for Walker .
- 2024 PSUs (2024–2026 cycle) vest Mar 20, 2029; retirement-payment timing allows post-retirement payout subject to good standing .
- RSUs vest on 5-year cliffs (Feb 21, 2027; Feb 20, 2028; Feb 19, 2029; Mar 20, 2029) with retirement payment mechanics (second anniversary of retirement if before third grant anniversary; fifth anniversary of grant if after) and double-trigger acceleration on CIC-related terminations .
Stock vested (realized) in 2024:
- Shares vested: 21,220; value realized: $1,781,642 .
Equity Ownership & Alignment
| Ownership Item | Value |
|---|---|
| Beneficial Ownership (shares) | 165,903 |
| Ownership % of shares outstanding | <1% |
| Shares in 401(k) | 0 |
| Unvested time-based units (by grant date) | 2/21/2020: 2,576 ; 2/21/2020: 3,092 ; 2/23/2021: 2,706 ; 2/23/2021: 6,496 ; 1/1/2022: 28,457 ; 2/21/2022: 1,889 ; 2/20/2023: 2,167 ; 2/19/2024: 1,814 ; 3/20/2024: 1,462 |
| Unearned PSUs at target (by grant date) | 2/21/2022: 11,338 ; 2/20/2023: 13,004 ; 2/19/2024: 10,884 ; 3/20/2024: 8,772 |
| Options (exercisable/unexercisable) | None outstanding |
| Stock Ownership Requirements | Section 16 officers: 3x base salary; CEO: 6x; non-Section 16 senior leaders: 1x; retain until retirement/separation |
| Hedging/Pledging | Hedging prohibited for directors/executives; pledging prohibited for directors and for shares held to satisfy ownership requirements by executive officers |
| Clawback | NYSE-compliant clawback applies to incentive-based compensation; 2019 SIP awards subject to clawback policy |
Plan-level overhang context: 6,896,275 shares subject to outstanding awards as of 12/31/2024 (includes PSAs/PSUs earned/unearned and RSAs/RSUs); majority awards are long-dated with cliff vesting, heightening overhang but promoting retention .
Employment Terms
| Term | Detail |
|---|---|
| Agreement | Employment agreement effective Jan 9, 2012 (Arrowhead acquisition) |
| Termination | Either party may terminate at any time, with/without cause/advance notice |
| Non-solicit | Two-year post-termination non-solicitation of customers and employees |
| Non-compete | Not explicitly disclosed in proxy (non-solicit noted) |
| CIC Vesting | Double-trigger acceleration for time-based awards; performance awards accelerate at greater of target or actual-to-date performance upon CIC termination within 12 months |
| Potential Payments (as of 12/31/2024) | 2019 SIP: After CIC termination w/o cause or good reason: $9,656,907; Death/Disability: $6,398,337; Voluntary termination: —; No PSP/2010 SIP exposure for Walker |
| Deferred Comp | Executive contributions in 2024: $179,231; aggregate earnings 2024: $142,475; balance at 12/31/2024: $840,950 |
Perquisites (2024):
- Total perquisites and personal benefits: $12,485 comprising $7,721 club dues, $1,815 spouse attendance at sales conclave, $2,949 annual physical examinations not otherwise covered by insurance .
Related party transactions:
- Sons employed as underwriters: Andrew M. Walker (San Diego) compensation $302,620 plus dividends $598 and 401(k) match $11,929; grants $14,967 (Feb 2024) and $29,938 (Feb 2025) . Alexander J. Walker (Alpharetta) compensation $196,404 plus dividends $101 and 401(k) match $8,260; grants $19,928 (Feb 2024) and $19,884 (Feb 2025) .
Compensation Structure Analysis
- Shift to PSUs/RSUs tailored for retirement: Unlike other NEOs receiving PSAs/RSAs, Walker’s awards are PSUs/RSUs to allow post-retirement payout timing, lowering immediate forfeiture risk and smoothing retirement transition; suggests retention-sensitive design given age 67 .
- Cash vs equity mix: 2024 non-equity incentive cash payout was $2,665,000 vs stock awards $1,082,883, with 190% cash payout driven by strong performance; 2025 long-term equity target down to $900,000 from $1,100,000 due to lower one-time increment, modestly reducing near-term equity issuance pressure .
- Performance metric rigor: PSUs tied to Average Organic Revenue Growth and Adjusted EPS delivered 200% for 2022–2024, signaling outperformance yet also maximum payouts; annual incentives weighted 80% on financial metrics (segment organic revenue/margin) and 20% on personal objectives, which were assessed at 200% .
- No options, long-dated cliffs: Absence of options and heavy use of 5-year cliff vesting creates retention through time-based risk and delayed liquidity, reducing near-term selling pressure but adding overhang .
Say-on-Pay & Peer Group
- Say-on-pay support: 94% approval at 2024 annual meeting, with no substantial changes to program for 2024 .
- Peer group changes (2024): Removal of Crawford & Company, CBIZ, and Argo; addition of First American Financial and Hanover Insurance; Committee found no need for market rate adjustments for CEO/CFO in 2025 .
Investment Implications
- Alignment and retention: Walker’s pay is closely tied to Programs segment performance, with strong 2024 payouts and PSUs linked to organic growth/EPS; retirement-tailored RSU/PSU structures and double-trigger CIC protection align incentives while mitigating abrupt turnover risk as he approaches retirement .
- Selling pressure: With no options and 5-year cliff vesting, near-term forced selling risk is low; upcoming vest dates in 2027–2029 and retirement payment mechanics could create staggered supply events rather than concentrated sales .
- Ownership skin-in-the-game: Beneficial ownership of 165,903 shares (<1%) is modest relative to size; ownership guidelines require 3x salary for Section 16 officers and prohibit hedging and pledging, supporting alignment but without high personal stake leverage .
- Contract economics: No disclosed severance multiple; two-year non-solicit reduces competitive leakage; CIC accelerations are standard double-trigger with performance-friendly measurement, creating meaningful value ($9.66M) in a transaction scenario .
- Governance and risks: Strong say-on-pay support and NYSE-compliant clawback mitigate governance risk; related-party employment of two sons is disclosed and modest; legacy PSP excise tax gross-up exists at plan-level but Walker has no PSP amounts, limiting this red flag .