Stephen P. Hearn
Executive Vice President and Chief Operating Officer; President – Retail Segment at 
BROWN & BROWN
BROWN & BROWNExecutive
About Stephen P. Hearn
Stephen P. Hearn is Executive Vice President and Chief Operating Officer of Brown & Brown, Inc., effective March 3, 2025, after serving on the Board from August 9, 2024 to February 23, 2025; he was age 58 at appointment and resigned from the Board upon entering his Service Agreement . Brown & Brown reported 2024 performance of over $4.8 billion in total revenues, nearly $1.2 billion in net cash from operating activities, expanded operating margins, and a 44% total shareholder return, providing the business backdrop for his compensation design tied to growth and margin outcomes .
Note: Mr. Hearn was one day late filing his Form 3 due to EDGAR code delays; the company otherwise reported timely Section 16 compliance in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ardonagh Specialty Holdings Limited | Chief Executive Officer | Nov 2021 – Sep 2022 | Led specialty broking platform within Ardonagh |
| Ardonagh Capital Solutions Holdings | Chief Executive Officer | Feb 2023 – Jul 2024 | Oversaw reinsurance broking, captives and MGA businesses |
| Inver Re (Ardonagh) | Chief Executive Officer | Nov 2021 – Jul 2024 | Led dedicated reinsurance broking unit |
| Corant Global (BGC Partners) | Chief Executive Officer | Feb 2019 – Nov 2021 | Ran BGC’s insurance brokerage division prior to sale to Ardonagh |
| Ed Broking Group Limited | Chief Executive Officer | 2015 – Feb 2019 | Led broker through acquisition by BGC |
| Willis Group businesses | President & Deputy CEO; CEO Willis Re; Chairman & CEO Willis Global; CEO Willis Limited | 2008 – 2015 | Senior global leadership across reinsurance and brokerage |
| HRH; Glencairn; Marsh Affinity EMEA & UK; Sedgwick Affinity | Senior leadership positions | Not disclosed | Affinity and specialty distribution leadership roles |
External Roles
| Organization | Role | Years |
|---|---|---|
| Ardonagh International | Director | May 2023 – Jul 2024 |
Fixed Compensation
| Metric | 2025 |
|---|---|
| Base Salary (GBP) | £588,800 |
| Target Cash Incentive (GBP) | £1,213,000 (pro-rated for 2025 employment; subject to reduction for poor performance or malfeasance; payable Q1 2026) |
Performance Compensation
Annual Cash Incentive Structure (2025)
| Metric | Weighting | Target | Actual | Payout Range | Vesting/Timing |
|---|---|---|---|---|---|
| Organic Revenue Growth (Company-wide or segment, based on responsibility) | 40% | Not disclosed | Not disclosed | 0%–200% of target | Cash, payable Q1 2026 |
| Adjusted EBITDAC Margin | 40% | Not disclosed | Not disclosed | 0%–200% of target | Cash, payable Q1 2026 |
| Personal Objectives | 20% | Not disclosed | Not disclosed | 0%–200% of target | Cash, payable Q1 2026 |
Definition: Adjusted EBITDAC Margin is income before income taxes less amortization, depreciation, interest and change in estimated acquisition earn-out payables, adjusted to exclude gain/loss on disposal, divided by total revenues .
Long-Term Equity Incentives
| Year | Grant Value (GBP) | Instrument/Plan | Performance Portion | Vesting Schedule | Key Conditions |
|---|---|---|---|---|---|
| 2025 | £1,213,000 | 2019 Stock Incentive Plan | 75% subject to performance targets | Fully vests 5 years after grant | Based on Company stock value on business day before grant; Compensation Committee approval expected before Mar 31, 2025 |
| 2026 (expected) | £646,000 | 2019 Stock Incentive Plan | 75% subject to performance targets | Fully vests 5 years after grant | Based on Company stock value on business day before grant |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership | Not disclosed for Mr. Hearn in the 2025 proxy record-date table |
| Shares Pledged | Pledging prohibited for directors; and pledging of stock held pursuant to ownership requirements prohibited for executive officers and Senior Leadership Team |
| Hedging | Prohibited for directors, executive officers, and Senior Leadership Team (e.g., short sales, options, derivative hedges) |
| Stock Ownership Guidelines | Section 16 officers must hold Company stock valued at 3x base salary; CEO 6x; non-Section 16 SLT 1x; required within 3 years and retained until separation |
| Compliance Status | Not disclosed for Mr. Hearn; Form 3 was filed one day late due to EDGAR code delays |
Employment Terms
| Term | Detail |
|---|---|
| Role & Effective Date | Executive Vice President & Chief Operating Officer, effective March 3, 2025; resigned from Board on February 23, 2025 |
| Pension | Auto-enrolled on salary sacrifice arrangement or 10% of annual salary allowance paid monthly, subject to tax and NI contributions |
| Benefits | Eligible for private medical cover (self/family), death in service scheme, group income protection, save-as-you-earn plan, stock incentive plan, UK pension scheme |
| Severance | Not disclosed in 8-K |
| Change-of-Control | Not disclosed in 8-K |
| Non-Compete / Non-Solicit | Not disclosed in 8-K |
| Clawback | Company mandatory recovery policy for incentive-based compensation for current and former Section 16 officers in event of material noncompliance restatement; three fiscal years look-back, subject to NYSE exceptions |
Board Governance
- Director service: August 9, 2024 to February 23, 2025; not a member of any standing Board committees during service .
- On October 17, 2025, he was appointed President of the Retail Segment while continuing as EVP & COO, assuming duties from P. Barrett Brown .
Director Compensation (2024)
| Name | Fees Earned or Paid in Cash (USD) | Stock Awards (USD) | Total (USD) |
|---|---|---|---|
| Stephen P. Hearn | $25,000 | — | $25,000 |
Risk Indicators & Red Flags
- Section 16 compliance: Hearn’s Form 3 was filed one day late due to EDGAR code delays; otherwise timely compliance reported for directors and officers in 2024 .
- Hedging/Pledging: Policies prohibit hedging across senior leadership and pledging for directors; pledging of stock held to meet ownership requirements also prohibited for executive officers .
- Related Party Transactions: Company disclosed none for Mr. Hearn under Item 404(a) at appointment .
Compensation Structure Analysis
- Five-year vesting with 75% performance-conditioned LTI grants strongly emphasizes retention and pay-for-performance; 2025 initial award is larger (£1.213m) with smaller expected annual cadence from 2026 (£646k), indicative of a front-loaded alignment and ongoing performance-based equity cycle .
- Annual cash incentive metrics focus on organic revenue growth and adjusted EBITDAC margin with 0%–200% payout scaling, reinforcing growth-plus-margin discipline; personal objectives add discretion but within a defined weighting framework .
- Clawback policy covering Section 16 officers reduces asymmetric risk from restatements; hedging and pledging prohibitions strengthen alignment and limit misaligned risk management behavior .
Investment Implications
- Alignment: Five-year vesting and 75% performance-conditioned LTI suggests strong retention and long-term value creation focus, with potential supply from vested shares concentrated in five-year windows after each grant rather than near-term selling pressure .
- Performance sensitivity: Cash incentive tied to organic growth and adjusted EBITDAC margin creates clear links between operational execution and cash payouts; with Hearn assuming the Retail Segment presidency in October 2025, segment-level growth could become a key driver of his incentive outcomes going forward .
- Governance risk low: Clawback, hedging/pledging prohibitions, and stock ownership requirements at 3x salary for Section 16 officers reinforce alignment; no related-party transactions disclosed for Hearn at appointment .
- Data gaps: Severance, change-of-control, non-compete/non-solicit terms, and individual ownership holdings were not disclosed in the cited filings, limiting precise modeling of exit economics and ownership-driven sell pressure timing .