Stephen M. Boyd
BROWN & BROWNAbout Stephen M. Boyd
Stephen M. Boyd is Executive Vice President and President of Brown & Brown’s Wholesale Brokerage segment (Bridge Specialty Group), appointed January 2021 after serving as Senior VP of Technology, Innovation & Digital Strategy and previously President/COO of Arrowhead General Insurance Agency; he joined Arrowhead in 1995 and has held technology and commercial leadership roles . He was 47 as of February 23, 2021, and a Section 16 officer, per the Company’s Item 10 disclosure and his Form 3 filing . Company performance drivers linked to executive pay emphasize Organic Revenue growth, Adjusted EBITDAC margin, Adjusted EPS and realized TSR value, with 2024 organic growth of 10.4% and net income of $1,002 million; 2024 TSR was +44% . Boyd’s 2025 execution included leading the agreement for Bridge Specialty Group to acquire Nationwide Brokerage Solutions, expanding wholesale capabilities and specialization .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Brown & Brown, Inc. | Executive Vice President; President – Wholesale Brokerage Segment (Bridge Specialty Group) | 2021–present | Leads global wholesale brokerage; responsible for growth and integration across BSG |
| Brown & Brown, Inc. | Senior Vice President; Technology, Innovation & Digital Strategy | 2019–2021 | Drove enterprise digital strategy and innovation agenda |
| Brown & Brown, Inc. | Senior Vice President | 2015–2019 | Elevated to senior leadership; cross-segment responsibilities |
| Arrowhead General Insurance Agency (subsidiary) | President & Chief Operating Officer | 2013–2019 | Led operations, product expansion and infrastructure at a major programs business |
| Arrowhead General Insurance Agency (subsidiary) | President, Commercial Division | Not disclosed | Drove commercial programs growth and underwriting operations |
| Arrowhead General Insurance Agency (subsidiary) | Chief Information Officer | Not disclosed | Led technology strategy and systems modernization |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Not disclosed in Company filings | — | — | — |
Fixed Compensation
- Base salary and bonus targets for Boyd are not individually disclosed in proxy Summary Compensation Tables; Brown & Brown discloses an annual cash incentive framework for “certain executive officers” with three components: 40% Organic Revenue growth, 40% Adjusted EBITDAC margin (definition specified), and 20% personal objectives, each 0–200% of target; named targets are disclosed for certain NEOs, not for Boyd .
- Annual cash incentive metrics are calculated on Company-level results for enterprise roles and segment-level organic growth for executives with segment oversight .
Performance Compensation
| Metric | Weighting | Target Definition | Actual/Payout | Vesting/Timing |
|---|---|---|---|---|
| Organic Revenue Growth | 40% | Specified organic growth targets; Company-level or segment-level based on role | Not disclosed for Boyd | Annual cash incentive paid following fiscal year end |
| Adjusted EBITDAC Margin | 40% | EBITDAC margin adjusted to exclude (gain)/loss on disposal and earn-out changes, divided by total revenues | Not disclosed for Boyd | Annual cash incentive; 0–200% payout vs target |
| Personal Objectives | 20% | Committee-defined personal goals | Not disclosed for Boyd | Annual cash incentive; 0–200% payout vs target |
| Equity PSAs/PSUs | 75% of LT equity (typical design) | 3-year performance period tied to Average Organic Revenue Growth and Adjusted EPS; 0–200% of target | Company states above-target performance for active cycles; executive-specific outcomes not disclosed | Earned awards cliff-vest 5 years from grant (double-trigger CIC acceleration rules apply) |
| Equity RSAs/RSUs | 25% of LT equity (typical design) | Time-based cliff vesting (generally 5 years) | N/A | Cliff vest 5 years from grant; some special awards have longer incremental schedules |
Design features: No stock options outstanding as of March 3, 2025; majority of awards combine performance and lengthy service conditions; no option repricing; minimum one-year vest on all types except limited cases .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership at Appointment (Form 3 filed Feb 3, 2021) | 37,398 shares direct; 53,175 unvested under 2010 SIP; 1,803 unvested under 2019 SIP |
| Options | Company reports 0 stock options outstanding; N/A for Boyd specifically |
| Hedging Policy | Hedging prohibited for directors and executive officers (short sales, listed options derivatives) |
| Pledging Policy | Pledging prohibited for directors and for executive officers with respect to shares held to meet ownership requirements |
| Ownership Guidelines | Section 16 officers must maintain 3x base salary in Company stock within 3 years of hire/promotion and hold until separation; CEO 6x; non-employee directors 5x cash retainer |
| Clawback Policy | Mandatory recovery of erroneously awarded compensation for Section 16 officers upon restatement; policy filed with 2023 10-K |
Employment Terms
| Provision | Detail |
|---|---|
| Appointment | Promoted to EVP; President – Wholesale Brokerage Segment on Jan 25, 2021 |
| Employment Agreement | Specific agreement terms for Boyd are not disclosed; Company summarizes agreements for certain NEOs and files exhibits for other executives (Powell Brown, Barrett Brown, Penny, Walker, Watts) |
| Change-in-Control (2010 SIP; 2019 SIP) | Double-trigger vesting: if involuntarily/constructively terminated within 12 months post-CIC, 100% vest of unvested time-based awards; for performance-based awards with undetermined achievement, greater of 100% or performance-to-date per schedule (up to max) |
| Clawback | Mandatory recovery for Section 16 officers in the event of an accounting restatement (3-year lookback) |
| Non-Compete/Non-Solicit | Not disclosed for Boyd (Watts’ agreement includes 2-year non-solicit) |
Company Performance Context (Pay-for-Performance Benchmarks)
| Metric | FY 2020 | FY 2021 | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|---|---|
| Organic Revenue Growth (%) | 3.8% | 10.4% | 8.1% | 10.3% | 10.4% |
| Net Income ($USD Millions) | $481 | $587 | $672 | $871 | $1,002 |
2024 TSR was +44%, underscoring realized value alignment of equity awards with shareholder returns .
Track Record, Value Creation, and Execution Risk
- Execution: As President of Bridge Specialty Group, Boyd led the agreement to acquire Nationwide Brokerage Solutions in February 2025, adding specialization and national market access; integration expected to enhance wholesale capabilities and growth .
- Leadership breadth: Sustained operating leadership in Arrowhead programs and technology roles indicates domain and digital expertise relevant to margin expansion and scalability .
- Compensation metrics alignment: Organic growth, Adjusted EBITDAC margin and Adjusted EPS are central to incentive design, reinforcing discipline on revenue quality and operating leverage .
Risk Indicators & Red Flags
- Hedging/Pledging: Policies prohibit hedging and pledging by executive officers; reduces misalignment risk .
- Options repricing: Not permitted; stock options outstanding are zero, limiting repricing risk and leverage-driven dilution .
- Section 16 compliance: 2024 filings were timely except one director’s Form 3 (Stephen P. Hearn) one day late; no noted issues for Boyd .
Compensation Peer Group and Governance
- Compensation committee practices include use of FW Cook for benchmarking and structural design; long service conditions contribute to “overhang” but emphasize retention .
- Shareholder-friendly features: double-trigger CIC, no excise tax gross-ups, performance-tied vesting, minimum one-year vesting, no liberal share recycling .
Investment Implications
- Alignment and retention: Boyd’s incentives are tied to organic growth, margin and EPS, with multi-year cliff vesting and double-trigger CIC—strong retention, lower near-term selling pressure, and alignment with long-term value creation .
- Execution momentum: The NBS acquisition under Boyd’s leadership augments BSG’s specialization and scale, supporting segment growth durability and potential margin leverage .
- Risk posture: Anti-hedging/pledging and clawback policies, plus zero options outstanding, indicate conservative governance and reduced incentive for short-term, high-leverage behaviors .
- Data gaps: Individual base salary, annual bonus payout outcomes, and current beneficial ownership for Boyd are not disclosed; monitoring future proxies and Section 16 Forms (Form 4) is warranted for insider activity signals .