J. Powell Brown

About J. Powell Brown

J. Powell Brown is President and Chief Executive Officer of Brown & Brown, Inc., serving as CEO since July 2009 and President since January 2007; he has been a director since October 2007 and joined the company in 1995 after progressing through regional leadership roles (age 57) . Under his leadership, BRO delivered 2024 revenue of $4.805 billion (+12.1% total commissions/fees), organic revenue growth of 10.4%, Adjusted EBITDAC Margin of 35.3%, and 2024 total shareholder return of +44% . The company reported 2024 net income attributable to the Company of $993 million and diluted EPS of $3.46 .

Past Roles

External Roles

Fixed Compensation

Summary Compensation (Total $)

Key “Other Compensation” details (2024): $318,328 dividends on unvested-but-performance‑achieved equity; $13,800 401(k) match; $17,344 car service reimbursement .

Performance Compensation

Annual Cash Incentive design (2024):

• Weighting and measures for CEO: 40% Company Organic Revenue growth; 40% Adjusted EBITDAC Margin; 20% personal objectives .
• Rigor: Targets set from the Board‑approved 2024 budget with explicit macro and rate assumptions; payouts 0–200% via payout curves .

2024 outcomes (company/segment metrics and payout factors):

Long‑term equity design:

• Standard mix: 75% PSAs (three‑year performance period on Organic Revenue growth and Adjusted EPS CAGR; five‑year time‑based cliff vest), 25% RSAs (five‑year cliff) .
• 2021 grant performance results (for 2021–2023 period): both Average Organic Revenue Growth (9.6%) and Adjusted EPS ($7.29) exceeded maximum targets; payout certified at 200% .
• 2022 grant cycle (2022–2024) certified at 200%; earned PSAs vest on 2/21/2027 .
• Anti‑timing: grants not made in anticipation of MNPI; no option repricing .

2024 realized vesting (value on vest):

Equity Ownership & Alignment

• Beneficial ownership: 5,394,305 shares (1.88% of shares outstanding) as of March 3, 2025; includes certain unvested shares with voting/dividend rights under PSP/2010/2019 plans as described .
• Upcoming vesting overhang (selected):
  • 2/23/2026: RSAs 16,240 ($1.657m) and PSAs 97,444 ($9.941m) become fully vested (subject to conditions) .
  • 2/21/2027: RSAs 11,339 ($1.157m) and earned PSAs from 2022 cycle 68,036 ($6.941m) vest (subject to conditions) .
  • Additional RSAs from 2023 (13,005; vest 2/19/2029) and 2024 (9,070; vest 2/20/2028) outstanding .
• Stock ownership guidelines: CEO required to hold 6x base salary; retain until retirement/separation .
• Hedging/pledging: Hedging prohibited for directors/executives; pledging prohibited for directors and for shares held to meet executive ownership requirements .
• Dividends on unvested equity: Dividends or equivalents paid only when performance conditions are satisfied; paid on time‑based awards .

Security ownership excerpt (3/3/2025):

Employment Terms

• Employment agreement: At‑will; compensation set “from time to time”; restrictive covenants include 2‑year non‑solicitation and confidentiality; “equivalent terms and benefits” provision if continuing in comparable role post‑change in control .
• Equity acceleration on change‑in‑control (double trigger): 2010/2019 plans provide full vesting on involuntary/constructive termination within 12 months after a change in control; performance awards accelerate at greater of target or actual run‑rate through CIC date .
• Potential equity vesting values (as of last business day of 2024; $102.02/share):
  • 2019 SIP: $46,501,532 upon CIC and termination; $32,529,173 upon death/disability .
  • PSP: $4,870,859 upon CIC, including a legacy excise tax gross‑up estimate of $1,606,219; PSP legacy provisions apply only to pre‑2010 awards .
  • 2010 SIP (replacement of 2009 PSP grant): $30,530,913 upon CIC .
• Clawback: Mandatory recovery of incentive‑based compensation upon financial restatement; applies to current/former Section 16 officers .
• Deferred compensation: 2024 executive deferral $1,375,000; aggregate balance $10,676,181 at 12/31/2024 .

Board Governance

• Board service: Director since 2007; CEO & President; not independent by NYSE standards as a member of management .
• Board leadership: Chairman is J. Hyatt Brown (his father); strong Lead Independent Director role (H. Palmer Proctor, Jr.); executive sessions at every in‑person Board meeting .
• Committee participation: Not listed as a member of Audit, Compensation, or Nominating/Corporate Governance Committees in 2024 .
• Board independence: 85% of directors deemed independent; majority voting and annual elections .
• Attendance: All directors attended at least 75% of meetings in 2024 .
• Director compensation: Employees receive no director fees; non‑employee directors receive $100,000 cash retainer (+ chair/lead premiums) and $120,000 in fully vested stock annually .

Related Party Transactions and Other Disclosures

• Aircraft: Powell Brown reimbursed the Company $141,548 in 2024 for personal travel on Company‑owned aircraft .
• Board‑considered relationships: immaterial co‑investments/relationships reviewed (e.g., bank relationships where Powell and others held interests); board maintained independence determinations .
• Anti‑hedging/pledging policy noted above; stock ownership guidelines detailed above .

Compensation Committee and Peer Group

• Compensation Committee (independent directors) oversees pay; FW Cook engaged as independent compensation consultant; no conflicts reported .
• Market positioning: Committee does not target a specific percentile; 2024 peer reviews indicated CEO total direct compensation slightly above peer median but slightly below general industry median; 2025 pay levels unchanged .
• Peer group (2024 reviews) included insurance intermediaries and P&C carriers such as Aon, Arthur J. Gallagher, Marsh & McLennan, Willis Towers Watson, plus others; peer set updated in 2024 (e.g., added First American Financial, Hanover Insurance; removed Argo, CBIZ, Crawford) .

Say‑on‑Pay & Shareholder Feedback

• Say‑on‑pay approval: 94% support at 2024 Annual Meeting; program remained substantially unchanged for 2024; ongoing engagement with investors on governance and compensation .

Vesting Schedules and Insider Selling Pressure

Selected scheduled vesting (market values at $102.02/share):

These multi‑year cliff‑vesting events create concentrated windows (notably in 2026–2029) where liquidity needs could lead to selling; actual transactions depend on personal circumstances, trading windows, and company policies .

Investment Implications

• Pay‑for‑performance alignment: High at‑risk mix (190% of target cash payout in 2024) linked to Organic Revenue and Adjusted EBITDAC Margin; PSAs tied to multi‑year Organic Revenue growth and Adjusted EPS CAGR, with recent cycles paying at 200% due to strong performance .
• Retention and overhang: Five‑year cliff vesting and large unvested holdings (notably vestings scheduled in 2026–2029) support retention but create identifiable supply events that may coincide with trading windows; monitor vesting dates for potential selling pressure .
• Alignment/skin‑in‑the‑game: Significant beneficial ownership (5.39 million shares, 1.88%), CEO stock ownership requirement (6x salary), anti‑hedging/anti‑pledging policy, and dividends on performance‑achieved awards collectively reinforce alignment with shareholders .
• Governance considerations: CEO is not Chairman; however, Chairman is his father, implying familial governance concentration; mitigants include 85% independent board, Lead Independent Director, executive sessions, and majority voting .
• Change‑in‑control economics: Double‑trigger equity acceleration across plans; legacy PSP excise tax gross‑up applies only to pre‑2010 awards—optics risk but limited to legacy stock .
• Shareholder sentiment: Strong (94% say‑on‑pay support), suggesting investor acceptance of the pay structure given operating performance and TSR .