J. Hyatt Brown
BROWN & BROWNAbout J. Hyatt Brown
J. Hyatt Brown, 87, serves as Chairman of the Board of Brown & Brown, Inc.; he was CEO from 1993–2009, President from 1993–2002, and led the predecessor corporation from 1961–1993. He previously served in the Florida House of Representatives (1972–1980; Speaker 1978–1980) and is a trustee (past Chair) of Stetson University and a member of the Florida Council of 100 . Company performance remains strong: 2024 revenue $4.805B, EPS $3.46, net income $993M, organic revenue growth 10.4%, and 2024 TSR +44% .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Brown & Brown (predecessor) | President & CEO | 1961–1993 | Established foundation and growth platform for the successor company |
| Brown & Brown, Inc. | CEO | 1993–2009 | Led post-IPO scaling; governance continuity as Chair thereafter |
| Brown & Brown, Inc. | President | 1993–2002 | Oversaw operations during expansion phase |
| State of Florida | Florida House of Representatives | 1972–1980 | Policy and leadership experience; Speaker 1978–1980 |
| State of Florida | Speaker of the House | 1978–1980 | Legislative leadership and stakeholder engagement |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Stetson University | Trustee (past Chairman) | Not disclosed | Higher-ed governance and oversight |
| Florida Council of 100 | Member | Not disclosed | Business policy advisory network |
Fixed Compensation
| Year | Cash (services) | 401(k) match | Insurance reimbursement | Club dues | Security monitoring | Total | Notes |
|---|---|---|---|---|---|---|---|
| 2024 | $180,000 | $5,850 | $32,968 | $4,938 | $17,892 | $241,648 | Paid for services incl. acquisitions/recruitment; reported as “All Other Compensation”; no director cash retainer or stock award shown for 2024 in the table |
Non-employee director policy: Standard annual retainer $100,000 and fully vested stock grant $120,000; chairs/Lead Independent Director receive additional retainers. Hyatt Brown’s line shows no retainer or stock award in 2024; instead, he received the service-related amounts detailed above .
Performance Compensation
- No performance-based director compensation disclosed for Hyatt Brown in 2024; his reported compensation consisted of service-related payments and benefits, with no bonus or equity grant shown in the 2024 director table .
Equity Ownership & Alignment
| Holder | Beneficial ownership (shares) | % of outstanding | Structure/notes |
|---|---|---|---|
| J. Hyatt Brown | 35,998,968 | 12.56% | Shares held via Ormond Riverside, L.P.; control through Swakopmund, Inc., owned by the revocable Swakopmund Trust of 2009 (Hyatt Brown sole trustee) |
| All directors & executive officers (21 persons) | 44,694,156 | 15.59% | Aggregate insider alignment |
| Director ownership guideline | 5x cash retainer within 5 years | — | Average non-employee director holds ~47x retainer value (as of 12/31/24) |
- Pledging/hedging: Company prohibits hedging by directors and prohibits pledging by directors; executive pledging is prohibited for shares held to meet ownership requirements. No pledging is disclosed for Hyatt Brown; note that P. Barrett Brown has 90,000 shares pledged (family context) .
Employment Terms
| Topic | Disclosure for Hyatt Brown |
|---|---|
| Employment agreement | Not disclosed (Hyatt Brown is a non-employee Chairman) |
| Severance / Change-in-control (CIC) | Company equity plans feature double-trigger vesting upon CIC-related termination for participants; a legacy Performance Stock Plan (terminated 2010) includes excise tax gross-up upon certain triggers and contains a unique clause: upon the death of J. Hyatt Brown followed by subsequent sale of his pre-death Company stock by his estate/family/trusts, all outstanding PSP awards become fully vested and non-forfeitable, with gross-up paid within 60 days; this is a legacy plan provision, not used for new awards . |
| Clawback | Company has a Dodd-Frank-compliant clawback policy covering erroneously awarded incentive compensation for current/former Section 16 officers after a restatement; policy filed as exhibit to 2023 10-K . |
Board Governance
| Attribute | Details |
|---|---|
| Role | Chairman of the Board (not CEO) |
| Director since | 1993 |
| Independence | Board determined 11 of 13 nominees are independent; list of independents does not include Hyatt Brown, indicating he is not independent . |
| Board leadership structure | Split roles: Chairman (Hyatt Brown) and CEO (J. Powell Brown); Lead Independent Director: H. Palmer Proctor, Jr.; executive sessions at every regular meeting . |
| Committees | Committee rosters list other directors; Hyatt Brown not listed as serving on Audit/Compensation/Nominating committees . |
| Meetings/attendance | Board held 7 meetings in 2024; each incumbent director attended at least 75% of board/committee meetings . |
| Director compensation policy | Non-employee director retainer $100,000; committee chair and Lead Independent Director retainers; fully vested stock grant ~$120,000; expense reimbursement . |
| Say-on-pay support (context) | 94% approval at 2024 annual meeting (refers to NEO pay program) . |
Related Party Transactions (and Perquisites)
| Counterparty | Description | 2024 Amounts |
|---|---|---|
| Zambezi, LLC (owned/managed by J. Hyatt Brown and spouse) | Company leases Cessna Citation Sovereign under an Aircraft Dry Lease Agreement | Company paid Zambezi $230,632 |
| Personal aircraft use by Hyatt Brown | Personal use of company aircraft; reimbursed to company by Hyatt Brown | Hyatt Brown paid Company $168,434 |
| Hangar and services (Zambezi to Company) | Hangar sub-lease and pilot/mechanic services provided by Company | Zambezi paid Company $19,937 (hangar) and $340,678 (services/parts) |
The Board’s independence discussion notes certain relationships considered immaterial; broader independence determination lists 11 independent directors and explains other relationships (e.g., banking relationships and fund co-investments) deemed not material .
Compensation Structure Analysis
- Year-over-year mix: 2024 director line shows no retainer or stock grant for Hyatt Brown; compensation comprised service-related payments and benefits, not performance-linked pay. This reduces pay-for-performance linkage at the director level but sits alongside very high direct ownership (12.56%), creating alignment via skin-in-the-game rather than variable pay .
- No disclosed short- or long-term incentive metrics apply to Hyatt Brown’s director compensation; company-wide executive incentives (for NEOs) are tied to Organic Revenue growth and Adjusted EBITDAC margin, but these do not apply to him as a director .
Equity Ownership & Alignment Details
- Structure: Beneficial ownership is held through Ormond Riverside, L.P., controlled through entities/trusts where Hyatt Brown retains voting and investment control; excludes 1,954,590 shares in a charitable lead annuity trust where his spouse and children are trustees .
- Alignment: At 12.56% ownership, Hyatt Brown’s economic exposure is substantial, aligning interests with long-term value creation .
- Pledging/Hedging: Prohibited for directors; no Hyatt Brown pledging disclosed (contrast: P. Barrett Brown’s 90,000 pledged shares noted separately) .
Performance & Track Record (Company context)
| Metric | 2023 | 2024 |
|---|---|---|
| Total revenue ($) | $4.257B | $4.805B |
| Net income attributable to company ($) | $871M | $993M |
| Diluted EPS ($) | $3.05 | $3.46 |
| Organic revenue growth (%) | 10.3% | 10.4% |
| Adjusted EBITDAC margin (%) | 34.2% | 35.3% |
| TSR (calendar 2024) | — | +44% |
Risk Indicators & Red Flags
- Related party aircraft arrangement with Zambezi, LLC; explicit amounts disclosed and reciprocal payments (use + services). While common in founder-led firms, such arrangements can invite scrutiny on governance/pricing; Company discloses details under its related-party policy .
- Independence/dual-role concerns: Non-independent Chair with familial ties to CEO and another NEO; mitigants include Lead Independent Director, executive sessions, and a majority independent board (85%) .
- Legacy PSP excise tax gross-up: Unique clause triggers full vesting and tax gross-up upon specified events including the death of J. Hyatt Brown followed by sale of his pre-death holdings; although legacy and not used for new awards, gross-up provisions are generally shareholder-unfriendly .
- Pledging policy: Directors prohibited from pledging; no Hyatt pledges disclosed; reduces forced-selling risk from margin calls (note family pledge by P. Barrett Brown) .
Employment Terms
| Topic | Summary |
|---|---|
| Non-compete / non-solicit | Not disclosed for Hyatt Brown (applies to NEO employment agreements; he is a non-employee Chairman) |
| CIC treatment | Company equity plans provide double-trigger vesting for participants; PSP legacy clause noted above |
| Clawback | Policy covering Section 16 officers’ incentive comp post-restatement (NYSE-compliant) |
Investment Implications
- Alignment is strong: 12.56% ownership meaningfully ties the Chairman’s wealth to long-term equity value; director pledging is prohibited, lowering forced-sale risk .
- Governance trade-offs: Non-independent Chair with familial executive ties can concentrate influence; mitigants include a Lead Independent Director, majority-independent board, and regular executive sessions; say-on-pay support has been robust (94%), suggesting investor acceptance of the overall governance/compensation framework .
- Potential optics risks: Related-party aircraft arrangements and the legacy PSP excise tax gross-up tied to events including Hyatt Brown’s death could attract governance scrutiny in stress or transition scenarios; however, the PSP provision is legacy and closed to new grants .
- Trading signals: Absence of director equity grants to Hyatt Brown in 2024 reduces scheduled vesting-related selling pressure from his board compensation; no disclosed pledging by Hyatt Brown further lowers supply risk; his large long-term holding suggests alignment toward durable value creation rather than short-term monetization .