Joia M. Johnson
BROWN & BROWNAbout Joia M. Johnson
Joia M. Johnson (age 65) was appointed to Brown & Brown, Inc.’s Board on August 13, 2025, as a non‑employee director; her initial term runs until the 2026 Annual Meeting of Shareholders . She retired from Hanesbrands Inc. in 2021 after serving as Chief Administrative Officer (2016–2021) and Chief Legal Officer/General Counsel & Corporate Secretary (2007–2021), and previously was EVP, General Counsel & Corporate Secretary at RARE Hospitality International, Inc. (2001–2007) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Hanesbrands Inc. | Chief Administrative Officer | 2016–2021 | — |
| Hanesbrands Inc. | Chief Legal Officer, General Counsel & Corporate Secretary | 2007–2021 | — |
| RARE Hospitality International, Inc. | EVP, General Counsel & Corporate Secretary | 2001–2007 | — |
External Roles
| Company | Exchange | Role | Committee Roles |
|---|---|---|---|
| Global Payments Inc. | Public | Director (since 2019) | Compensation; Nominating & Governance |
| Sylvamo Corporation | Public | Director (since 2021) | Nominating & Corporate Governance; Management Development & Compensation |
| Regions Financial Corp. / Regions Bank | Public | Director (since 2021) | Nominating & Corporate Governance; Compensation & Human Resources (Chair) |
Board Governance
- Board size increased from 13 to 14 upon Ms. Johnson’s appointment on August 13, 2025; she was not immediately appointed to standing committees and is expected to receive future committee assignments .
- Lead Independent Director: H. Palmer Proctor, Jr.; he presides over executive sessions held at each in‑person Board meeting .
- Meetings and attendance: In 2024, the Board held seven meetings; each incumbent director met at least 75% attendance (note: predates Ms. Johnson’s appointment) .
- Independence and related parties: Ms. Johnson joined as a non‑employee director; the Company disclosed no transactions involving her requiring Item 404(a) related‑party disclosure at appointment .
- Director ownership & governance: Non‑employee directors must accumulate Company stock equal to 5× the annual cash retainer within five years; hedging is prohibited and pledging by directors is prohibited .
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non‑employee director) | $100,000 | |
| Committee Chair retainers | Audit $20,000; Compensation $20,000; Acquisition $20,000; Nominating/Governance $15,000 | |
| Lead Independent Director retainer | $15,000 | |
| Meeting fees | Not disclosed; directors reimbursed reasonable out‑of‑pocket expenses | |
| Applicability to Ms. Johnson | Compensated in accordance with standard non‑employee director program |
Performance Compensation
| Equity Element | Structure | Amount/Value | Vesting/Terms |
|---|---|---|---|
| Annual equity grant for non‑employee directors | Fully vested shares under 2019 SIP | $120,000 value | Fully vested at grant; standard for non‑employee directors |
Note: Brown & Brown’s director equity grants are not performance‑conditioned; no director‑specific performance metrics are disclosed for determining director equity awards .
Other Directorships & Interlocks
- Current public company boards and committees listed above; Company disclosed no related‑party transactions involving Ms. Johnson at appointment (Item 404(a)) .
- No interlocks with Brown & Brown competitors/suppliers/customers were disclosed at appointment .
Expertise & Qualifications
- Senior public‑company legal/governance executive (former CAO and CLO/GC of Hanesbrands) .
- Compensation and governance committee experience across Global Payments, Sylvamo, and Regions; chairs Compensation & HR at Regions .
Equity Ownership
| Item | Detail |
|---|---|
| Initial beneficial ownership (Form 3 at appointment) | “No securities are beneficially owned.” (filed 08/15/2025 for event 08/13/2025) |
| Ownership guidelines (directors) | Must reach 5× annual cash retainer within five years of joining the Board |
| Hedging/Pledging | Hedging prohibited for directors; pledging prohibited for directors |
Insider Filings Summary
| Date | Form | Key Disclosure |
|---|---|---|
| 08/15/2025 | Form 3 | Initial statement: no securities beneficially owned |
Governance Assessment
- Strengths: Deep legal/governance background with multi‑industry perspective; significant compensation and governance committee experience (including chairing a bank’s comp/HR committee); non‑employee status with no related‑party transactions at appointment; alignment required via director ownership guideline (5× retainer) and prohibitions on hedging/pledging .
- Watch items: New appointee with no immediate committee assignment (roles to be determined), and initial Form 3 showed no ownership—alignment will build as equity is accumulated under the director program and guidelines .
No red‑flag related‑party transactions, tax gross‑ups, or attendance concerns are disclosed for Ms. Johnson; the Company’s 2024 say‑on‑pay received 94% support, indicating generally favorable shareholder sentiment toward compensation governance (contextual to BRO’s governance climate) .