H. Palmer Proctor, Jr.
BROWN & BROWNAbout H. Palmer Proctor, Jr.
Lead Independent Director of Brown & Brown, Inc. (BRO); age 57; director since 2012. Proctor is Chief Executive Officer of Ameris Bancorp and Ameris Bank and serves as a director of Ameris. He previously was President & CEO and a director of Fidelity Bank and Fidelity Southern Corporation until their merger with Ameris in July 2019. The Board has affirmatively determined he is independent under NYSE standards and he currently chairs BRO’s Nominating/Corporate Governance Committee and leads executive sessions as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Fidelity Bank & Fidelity Southern Corporation | President & CEO; Director | Until merger with Ameris in July 2019 | Led banking operations; predecessor leadership to current Ameris role |
| Georgia Bankers Association | Chairman (prior) | Not disclosed | Industry leadership role |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Ameris Bancorp (and Ameris Bank) | Chief Executive Officer; Director | Public | CEO of parent and bank; active director |
Board Governance
- Committee assignments: Chair, Nominating/Corporate Governance Committee; Lead Independent Director (presides over executive sessions). Not currently listed on Audit or Compensation Committees .
- Independence: Classified independent; Board considered relationships (including BRO’s banking and premium finance interactions with Ameris) and found them not material to independence .
- Meetings/attendance: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings of which they were a member. Executive sessions held at every in‑person Board meeting (and virtually when needed). Committee meetings in 2024: Audit (6), Compensation (6), Nominating/Corporate Governance (5) .
- Shareholder communications: The Lead Independent Director (Proctor) may be contacted via the Corporate Secretary; communications are relayed to directors .
Fixed Compensation (Non‑Employee Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director cash retainer |
| Lead Independent Director retainer | $15,000 | Additional retainer for LID role |
| Nominating/Corporate Governance Chair retainer | $15,000 | Committee chair retainer (NCG chair) |
| Total Fees Earned (Proctor) | $130,000 | As reported for 2024 |
| Equity grant (fully vested shares) | $119,933 | Annual grant of fully vested shares; target $120,000 value |
| Total 2024 Compensation (Proctor) | $249,933 | Sum of cash + stock awards |
Notes:
- BRO compensates non‑employee directors with an annual $100k cash retainer plus additional retainers for committee chairs and the Lead Independent Director. Each non‑employee director also receives a fully vested stock grant valued at $120k annually .
Performance Compensation
| Item | Detail |
|---|---|
| Performance‑based pay | None for directors. Equity grants are fully vested at grant (time‑based, not performance‑conditioned) . |
Other Directorships & Interlocks
| Relationship | Nature | 2024 Magnitude/Status | Board Conclusion |
|---|---|---|---|
| BRO deposit relationship with Ameris Bank (Proctor is CEO) | Company money market account at Ameris Bank | ~$11.0 million balance | Not material to independence |
| US Premium Finance (division of Ameris Bank) used by BRO customers | Premium finance revenues to BRO from customer‑initiated financing with USPF | ~$269,000 revenues to BRO in 2024 | Not material to independence |
| Co‑investment with Gellerstedt partner entity | Proctor and Browns invested in a fund managed by an entity where director Gellerstedt is a partner | Amounts invested not material | Not material to independence |
Expertise & Qualifications
- Banking and financial services CEO with board experience; prior leadership at Fidelity Bank/Fidelity Southern .
- Governance leadership as Lead Independent Director and Chair of Nominating/Corporate Governance; oversees independence, governance, ESG oversight (NCG scope) .
- Presides over executive sessions of non‑management directors .
Equity Ownership
| Holder | Beneficial Ownership | Percent of Shares Outstanding |
|---|---|---|
| H. Palmer Proctor, Jr. | 44,353 shares | <1% (asterisked in company table) |
Additional alignment policies:
- Director stock ownership guideline: Non‑employee directors must hold at least 5x the current annual cash retainer within five years; on average, non‑employee directors hold BRO stock equal to 47x the retainer as of 12/31/2024 .
- Anti‑hedging/anti‑pledging: Strong prohibitions apply; directors are prohibited from pledging company stock .
Insider Reporting and Trades
| Item | Status |
|---|---|
| Section 16(a) compliance | Company reports directors and officers timely complied with Section 16(a) in 2024; one director (Hearn) filed Form 3 one day late due to EDGAR access delays |
Note: The company’s proxy does not tabulate Form 4 transactions by director. Section 16 compliance is disclosed as above.
Governance Assessment
- Positives:
- Strong independent leadership: Lead Independent Director presides over executive sessions; Proctor serves as NCG Chair, supporting board refreshment, evaluations, and ESG oversight .
- Independence affirmed despite external banking ties; board determined Ameris relationships (deposits and premium finance flows) were not material .
- Robust governance practices: anti‑hedging/anti‑pledging, director stock ownership guidelines (5x retainer; average 47x), executive sessions each in‑person meeting .
- Director engagement: All incumbents met ≥75% attendance; clear committee schedules (NCG met 5x) .
- Watch items / potential conflicts:
- Related‑party exposure via Ameris Bank (deposits; premium finance revenue). While deemed immaterial, investors should monitor ongoing volumes/terms given Proctor’s CEO role at Ameris .
- Co‑investment with another director’s partner entity (immaterial per board) — continue monitoring for changes in magnitude .
- Compensation alignment:
- Director pay mix balances cash retainer with fully vested equity; no performance‑based director pay. 2024 total for Proctor: $249,933 (cash $130,000; stock $119,933), consistent with role‑based retainers (LID + NCG Chair) and standard equity grant .
Appendix: Board & Director Compensation Structure (for context)
- Non‑employee director compensation: Annual cash retainer $100,000; committee chair fees ($20k for Audit/Comp, $15k for NCG); Lead Independent Director fee $15,000; fully vested stock grant valued at $120,000 .
- Say‑on‑pay (executive) support: 94% approval at 2024 annual meeting (context for overall governance/sensitivity to investor feedback) .