Lawrence L. Gellerstedt III
BROWN & BROWNAbout Lawrence L. Gellerstedt III
Independent director of Brown & Brown, Inc. since 2018; age 68. Background includes partner at Sweetwater Holdings Company (real estate investment) since March 2019 and extensive executive leadership at Cousins Properties (Chairman & CEO 2017–2019; Executive Chairman 2019–2020; President & CEO 2009–2017; earlier senior roles). Recognized for deep expertise in real estate development, construction, and project management; currently a director of Georgia Power Co. and formerly a director of WestRock Company (2000–2017). Committee leadership at BRO includes Compensation Committee Chair and Acquisition Committee member; the Board affirms his independence under NYSE standards.
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Cousins Properties Incorporated | Chairman & Chief Executive Officer | Jul 2017–Jan 2019 | Executive Chairman Jan 2019–Apr 2020; previously President & CEO Jul 2009–Jul 2017; earlier roles included President & COO, EVP & Chief Development Officer, and SVP & President of Office/Multi-Family Division. |
| The Gellerstedt Group | Founder/Principal | Pre-2005 (joined Cousins via acquisition in 2005) | Joined Cousins following the acquisition of The Gellerstedt Group in 2005. |
| Sweetwater Holdings Company | Partner | Since Mar 2019 | Atlanta-based real estate investment firm. |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Georgia Power Co. | Director | Current | Publicly held company; board service cited in proxy. |
| WestRock Company (formerly RockTenn Company) | Director | 2000–2017 | Prior public company board experience. |
Board Governance
- Committees: Compensation (Chair) and Acquisition (member). Compensation Committee met 6 times in 2024; Nominating/Governance met 5; Audit met 6.
- Independence: Board affirmatively determined Gellerstedt is independent under NYSE standards; Board is 85% independent.
- Attendance: Board held 7 meetings in 2024; each incumbent director attended at least 75% of Board and committee meetings; executive sessions held at every in-person meeting.
- Governance policies: Anti-hedging/anti-pledging, robust clawback policy, majority voting with director resignation policy, strong ownership guidelines.
Fixed Compensation
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer. |
| Committee chair fee (Compensation) | $20,000 | Additional retainer for committee chair role. |
| Total fees earned in cash (2024) | $120,000 | As reported for Gellerstedt. |
Performance Compensation
| Item | Amount (USD) | Notes |
|---|---|---|
| Annual equity grant (fully vested shares under 2019 SIP) | $120,000 | Standard grant to non-employee directors. |
| Stock awards reported (2024) | $119,933 | Grant-date fair value for Gellerstedt. |
Performance metrics overseen by the Compensation Committee (illustrative 2024 outcomes):
| Financial Performance Measure | Target | Actual | % of Target | Payout % |
|---|---|---|---|---|
| Adjusted EBITDAC Margin | 34.4% | 35.3% | — | 176% |
| Company Organic Revenue growth | 6.9% | 10.4% | 151% | 200% |
| Retail segment Organic Revenue growth | 6.4% | 5.8% | 91% | 93% |
| Programs segment Organic Revenue growth | 7.8% | 22.5% | 288% | 200% |
Additional committee practices:
- Independent compensation consultant FW Cook engaged; considered independent with no conflicts.
- Say-on-pay support: 94% approval at 2024 annual meeting.
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock Considerations |
|---|---|---|
| Georgia Power Co. | Director | No BRO-specific transaction disclosed; general independence affirmed. |
| WestRock Company | Director (2000–2017) | BRO CEO J. Powell Brown served on WestRock’s board 2010–2024 (non-overlapping period with Gellerstedt post-2017); limited interlock risk. |
Expertise & Qualifications
- Senior leadership across real estate development, construction, and project management; extensive board service in public companies.
- Skillset aligns with BRO’s acquisition discipline and capital allocation; active role on Compensation and Acquisition Committees.
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 19,539 |
| Percent of outstanding | <1% (denoted “*” in proxy) |
| Estimated market value (Dec 31, 2024 close $102.02) | ~$1.99 million (19,539 × $102.02) |
| Director ownership guideline | ≥5× cash retainer within 5 years (i.e., ≥$500,000) |
| Compliance signal | Exceeds guideline based on estimated value above. |
Policy notes:
- Anti-hedging and anti-pledging: Directors prohibited.
- Average non-employee director ownership equals ~47× the annual cash retainer as of Dec 31, 2024.
Governance Assessment
- Strengths: Independent status; active committee leadership (Compensation Chair; Acquisition member); strong governance structures (majority voting, clawback, anti-hedging/pledging); transparent director pay (mix of cash + equity); high say-on-pay support; solid attendance.
- Alignment: Equity grants to directors and stringent ownership guidelines support shareholder alignment; Gellerstedt’s holdings appear to exceed minimum thresholds.
- Potential conflicts (monitor): Board noted investments by Hyatt Brown, Powell Brown, and Proctor in a fund managed by an entity in which Gellerstedt is a partner; determined non-material, but remains a related-party exposure to monitor.
- Oversight quality: Compensation Committee uses objective financial metrics (Organic Revenue growth; Adjusted EBITDAC Margin) and independent consultant FW Cook; signals disciplined pay-for-performance framework.
RED FLAGS: None acute identified for Gellerstedt individually; the related-party fund investment was reviewed and deemed not material. Continued monitoring of any transactions involving entities tied to his partnerships is advisable.