Jaymin B. Patel
BROWN & BROWNAbout Jaymin B. Patel
Independent director at Brown & Brown (BRO) since 2023 and current Chair of the Audit Committee. Age 57. Background includes CEO/CFO experience in regulated industries and extensive international operating and finance leadership; designated as an “audit committee financial expert.” Independence affirmed by the Board under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Perennial Climate Inc. | Executive Chairman | Mar 2019–present | Climate/technology operating oversight |
| Brightstar Corporation (SoftBank-backed) | Chief Executive Officer and Director | Mar 2015–Aug 2018 | Led global wireless device services |
| GTECH/IGT (formerly GTECH Holdings Corporation) | President & CEO; Chief Financial Officer; other executive roles | CFO/CEO of GTECH Holdings 2000–2006; various roles 1994–2015 | Public company CEO/CFO in regulated gaming/lottery; global operations |
External Roles
| Company | Role | Since | Notes |
|---|---|---|---|
| Bally’s Corporation | Director | Jan 2021 | Public company board (gaming) |
| SpartanNash Company | Director | Feb 2022 | Public company board (food distribution) |
| Willis Towers Watson (prior) | Director (former) | Not disclosed | Prior board at a major insurance intermediary (sector expertise) |
| Clarim Acquisition Corp. (prior) | President & CFO; Director | Jan 2021–Dec 2022 | SPAC leadership/board |
Board Governance
- Committee assignments: Audit Committee Chair (members: Patel, Hunt, Krump, Masojada, Savio). The Audit Committee met six times in 2024; Patel is one of two designated “audit committee financial experts” (with James S. Hunt) .
- Independence: Board determined Patel is independent; 85% of BRO directors are independent .
- Attendance: In 2024, the Board held 7 meetings and disclosed each incumbent director attended at least 75% of Board/assigned committee meetings; all then-current directors attended the 2024 Annual Meeting .
- Board process: Executive sessions at every in-person Board meeting (and virtually when necessary); strong Lead Independent Director role .
Fixed Compensation (Director)
| Component | BRO Policy (Non-Employee Directors) | Patel 2024 Actual |
|---|---|---|
| Annual cash retainer | $100,000 cash retainer | $120,000 fees earned (includes $20,000 Audit Chair retainer) |
| Committee chair retainer | $20,000 for Audit/Compensation/Acquisition; $15,000 for Nominating/Corp Gov; $15,000 for Lead Independent Director | Included in fees (Audit Chair) |
| Equity grant | Fully vested shares valued at $120,000 under 2019 SIP (annual) | $119,933 stock award value |
| Meeting fees | Not disclosed (not referenced) | Not disclosed |
| Total 2024 director comp | N/A | $239,933 total |
Performance Compensation (Director)
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Annual equity grant | Common stock grant | None (no performance conditions for director grant) | Fully vested at grant; annual grant valued at ~$120,000 |
Directors at BRO do not receive performance-conditioned equity; director equity compensation is fully vested at grant .
Other Directorships & Interlocks
| Relationship | Detail |
|---|---|
| Current external public boards | Bally’s Corporation (since Jan 2021); SpartanNash Company (since Feb 2022) |
| Prior public boards | Willis Towers Watson (insurance intermediary); Clarim Acquisition Corp. (SPAC President & CFO and director) |
| Potential interlocks/conflicts | No Patel-related related-party transactions disclosed by BRO; independence affirmed . |
Expertise & Qualifications
- Audit and financial acumen: Designated “audit committee financial expert”; significant CFO and CEO experience at public companies .
- Regulated industries: Led GTECH/IGT (gaming/lottery) and Brightstar (global wireless services) .
- International operations and M&A oversight: Multi-decade global leadership and board roles .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership of BRO | 3,255 shares; <1% of outstanding (as of record date Mar 3, 2025) |
| Director stock ownership guideline | Non-employee directors must hold BRO stock equal to 5x annual cash retainer within five years |
| Hedging/pledging policy | Hedging prohibited for directors/officers; pledging prohibited for directors |
| Alignment indicator | On average, non-employee directors hold ~47x the annual cash retainer in BRO stock (as of 12/31/2024) |
Governance Assessment
-
Strengths:
- Independent Audit Committee Chair with formal “financial expert” designation—enhances oversight of financial reporting, controls, and cybersecurity risk reporting cadence through the committee .
- Board affirmed independence; no Patel-specific related-party transactions disclosed, reducing conflict risk .
- Director pay mix emphasizes equity (fully vested annual grant), with robust anti-hedging/pledging and stringent ownership guidelines, supporting alignment with shareholders .
- Board process includes executive sessions and strong Lead Independent Director role; broad shareholder support of executive pay (94% support at 2024 meeting) signals governance credibility with investors .
-
Watch items:
- External board roles (Bally’s, SpartanNash) increase time commitments; BRO discloses each incumbent director met ≥75% attendance in 2024, and all directors attended the 2024 annual meeting—continue to monitor ongoing attendance and engagement given multi-board workload .
- Prior director role at Willis Towers Watson (insurance intermediary) is sector-adjacent; no ongoing conflict disclosed, and independence affirmed, but investors may monitor for future competitive interlocks .
-
RED FLAGS:
- None disclosed specific to Patel (no related-party transactions; independence affirmed; no hedging/pledging permitted) .