James S. Hunt
BROWN & BROWNAbout James S. Hunt
Independent director of Brown & Brown, Inc. since 2013 (age 69), with deep CFO, audit, and governance credentials. Hunt was Executive Vice President and Chief Financial Officer at Walt Disney Parks & Resorts Worldwide through 2012, and previously a Partner at Ernst & Young; he is a CPA and NACD-designated Board Leadership Fellow, and serves on the PCAOB Standards and Emerging Issues Advisory Group (appointed 2022) . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Walt Disney Parks & Resorts Worldwide | Executive Vice President & Chief Financial Officer | Until 2012 | Senior finance leadership; boards of Disney operating subsidiaries in Hong Kong and Shanghai; boards of Disney’s two insurance company subsidiaries |
| Ernst & Young | Partner | Not disclosed | Audit and advisory experience |
| Caesars Entertainment Corporation (public) | Director; Chairman of the Board | Not disclosed | Board leadership (Chair) |
| The St. Joe Company (public) | Director | Not disclosed | Compensation Committee member; Audit Committee Chair |
External Roles
| Organization | Role | Status | Committees |
|---|---|---|---|
| Penn Mutual Life | Trustee | Current | Investment Committee member; Chair of Audit Committee |
| Nemours Foundation | Director; Chair of Board | Current | Nominating & Governance Committee member; Chair of Audit, Finance & Compliance Committee |
| PCAOB | Standards & Emerging Issues Advisory Group member | Current (appointed 2022) | Advisory/standards engagement |
Board Governance
- Committees: Audit; Acquisition .
- Audit Committee financial expert designation: Hunt (and Jaymin B. Patel) are identified as audit committee financial experts .
- Independence: Affirmatively determined independent under NYSE standards .
- Meetings & attendance (2024): Board held 7 meetings; Audit Committee held 6; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Board process: Executive sessions of non-management directors at every regularly scheduled meeting; strong anti-hedging/anti-pledging provisions; robust director stock ownership guidelines .
Fixed Compensation
| Component | Policy/Amount | 2024 Actual (Hunt) |
|---|---|---|
| Annual cash retainer | $100,000 (non-employee director) | $100,000 |
| Committee chair fees | $20,000 (Audit/Comp/Acquisition); $15,000 (Nominating/CG); $15,000 (Lead Independent Director) | $0 (member, not chair) |
| Meeting fees | None (not used) | $0 |
| Expense reimbursement | Reasonable out-of-pocket for Board duties | Not itemized for Hunt |
| Total cash | — | $100,000 |
Performance Compensation
| Component | Grant Type | Grant Value | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual director equity | Fully vested shares under 2019 SIP | $119,933 (2024 stock award for Hunt) | Fully vested at grant | None (directors receive fully vested shares; not performance-conditioned) |
- Clawbacks/hedging/pledging: Company maintains a clawback policy for incentive-based compensation; strict anti-hedging and anti-pledging policies apply to directors .
- Options: No options granted under 2019 SIP; non-employee directors receive stock grants (fully vested) .
Other Directorships & Interlocks
| Company/Entity | Type | Overlap/Interlock | Notes |
|---|---|---|---|
| Caesars Entertainment Corporation | Public | Prior | Chairman of the Board |
| The St. Joe Company | Public | Prior | Compensation Committee member; Audit Committee Chair |
| Penn Mutual Life | Mutual insurer | Current | Trustee; Audit Chair |
| Nemours Foundation | Non-profit | Current | Chair of Board; Audit/Finance/Compliance Chair |
- Potential conflicts: No Hunt-specific related-party transactions disclosed in the Company’s “Relationships and Transactions with Affiliated Parties”; Board independence review did not cite any material relationships for Hunt .
Expertise & Qualifications
- CPA; NACD Board Leadership Fellow; extensive CFO and audit leadership experience .
- International governance exposure (boards of Disney subsidiaries in Hong Kong and Shanghai) .
- Audit Committee leadership experience (Chair roles at prior public companies; current Audit Chair at Penn Mutual; committee leadership at Nemours) .
- PCAOB advisory role underscores current accounting/standards expertise .
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned | 23,407 |
| Ownership % of total | <1% (asterisk denotes less than 1%) |
| Indicative value (Dec 31, 2024 close $102.02) | ~$2,387,000 (23,407 × $102.02) |
| Director ownership guideline | ≥5× annual cash retainer within 5 years |
| Annual cash retainer | $100,000 |
| Guideline threshold | $500,000 (5 × $100,000) |
| Compliance indication | Exceeds guideline based on indicative value above |
| Pledging/Hedging | Director pledging prohibited; anti-hedging policy in place |
Governance Assessment
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Strengths:
- Independent director with deep CFO/audit background; designated Audit Committee financial expert .
- Active committee service (Audit, Acquisition), with strong engagement norms (executive sessions; all directors ≥75% attendance) .
- Strong ownership alignment—holds 23,407 shares; indicative value materially above 5× retainer guideline; Company enforces anti-hedging/anti-pledging .
- External governance leadership (Audit Chair roles; PCAOB advisory group) enhances board oversight quality .
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Watch items / potential risks:
- No Hunt-specific related-party transactions disclosed; continue monitoring the Company’s related-party environment, which includes aircraft leases and family-linked transactions unrelated to Hunt .
- Director equity is fully vested (not performance-conditioned); while standard for directors, it places emphasis on ownership rather than pay-for-performance structures at the board level .
- Attendance disclosed at “≥75%”; absence of individual attendance granularity could be improved for transparency, though board held 7 meetings and Hunt’s audit committee held 6 in 2024 .
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Overall: Hunt’s audit expertise, independence, and substantial long-term share ownership support investor confidence in financial oversight and risk management. No red flags or conflicts involving Hunt are disclosed in the latest proxy .