Theodore J. Hoepner
BROWN & BROWNAbout Theodore J. Hoepner
Independent director of Brown & Brown, Inc. (BRO) since 1994; age 83. Former Vice Chairman of SunTrust Bank, Inc. (2000–2004) and SunTrust Bank Holding Company (Jan–Jun 2005); earlier Executive Vice President of SunTrust Bank, Inc. and Chairman/President/CEO of SunTrust Banks of Florida, Inc. (1995–2000). Currently serves on BRO’s Nominating/Corporate Governance Committee; previously chaired BRO’s Audit, Compensation, and Acquisition Committees, bringing deep banking and management expertise to board oversight . The Board affirmatively determined him to be independent, after reviewing a minor banking relationship and concluding it was not material .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SunTrust Bank, Inc. | Vice Chairman | Jan 2000–Dec 2004 | Senior banking leadership and risk oversight |
| SunTrust Bank Holding Company | Vice Chairman | Jan 2005–Jun 2005 | Holding company governance prior to retirement |
| SunTrust Banks of Florida, Inc. | Chairman, President & CEO | 1995–2000 | Led Florida operations; executive management |
| Brown & Brown, Inc. | Past Committee Chair | Prior years | Previously chaired Audit, Compensation, and Acquisition Committees |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Not disclosed | — | — | No current public company directorships disclosed for Hoepner |
Board Governance
- Committee memberships: Nominating/Corporate Governance Committee member (committee met 5 times in 2024; chaired by Lead Independent Director H. Palmer Proctor, Jr.) .
- Independence: Board determined Hoepner independent; reviewed his investment in a bank holding company also invested in by J. Hyatt Brown and J. Powell Brown; BRO maintained a ~$1.6 million deposit there; aggregate ownership was <5% of the bank’s stock; relationship deemed not material .
- Meetings and attendance: Board held seven meetings in 2024; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-management executive sessions at every in-person Board meeting and virtually when necessary; presided over by the Lead Independent Director .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2024 | 100,000 | 119,933 | 219,933 |
- Director pay structure: Non-employee directors receive a $100,000 annual cash retainer; chairs receive additional retainers ($20,000 for Audit/Compensation/Acquisition; $15,000 for Nominating/Corporate Governance; $15,000 for Lead Independent Director). All directors also receive fully vested shares valued at $120,000 under the 2019 SIP; no separate meeting fees disclosed .
Performance Compensation
| Component | Design | Value/Terms | Performance Metrics |
|---|---|---|---|
| Annual Director Equity | Fully vested common shares under 2019 SIP | $120,000 grant value (reported as $119,933 in 2024 table) | None; director equity is not performance-based |
BRO’s director equity is delivered in fully vested shares to strengthen alignment and liquidity without ongoing performance hurdles; performance-based equity is used for executives, not directors .
Other Directorships & Interlocks
| Relationship | Details | Board Conclusion |
|---|---|---|
| Bank holding company investment | Hoepner is an investor in a bank holding company in which J. Hyatt Brown and J. Powell Brown are also investors; BRO maintained a bank account with ~$1.6 million balance there in 2024; aggregate investment comprised <5% of the bank’s outstanding stock | Not material; independence maintained |
Expertise & Qualifications
- Banking and financial services leadership across executive roles; seasoned risk and credit governance experience; prior leadership of BRO’s key committees (Audit, Compensation, Acquisition) .
- Contributes to nomination and governance oversight as a current Nominating/Corporate Governance Committee member .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Notes |
|---|---|---|---|
| Theodore J. Hoepner | 118,483 | <1% (asterisk in table) | Address on file: BRO HQ; beneficial ownership per SEC rules |
- Stock ownership guidelines: Non-employee directors must accumulate BRO stock valued at least 5x the current annual cash retainer within five years of joining the Board .
- Anti-hedging/pledging: Directors are prohibited from hedging and pledging BRO stock; executive officers and SLT prohibited from pledging stock held under ownership requirements .
Governance Assessment
- Effectiveness: Hoepner’s long tenure (since 1994) and prior chair roles on Audit, Compensation, and Acquisition signal institutional knowledge and committee leadership capacity; current service on Nominating/Corporate Governance supports board refreshment and independence oversight .
- Independence & conflicts: The disclosed bank holding company investment and BRO’s deposit relationship were reviewed and deemed immaterial; independence affirmed. Nonetheless, this relationship is a monitor item given recurring financial ties, albeit below materiality thresholds .
- Attendance & engagement: Board- and committee-level attendance thresholds were met (≥75%); executive sessions at each in-person meeting enhance independent oversight, led by the LID .
- Alignment: Director compensation combines cash with fully vested equity, supplemented by robust stock ownership requirements and anti-hedging/pledging policies, supporting alignment with shareholder interests .
- Shareholder sentiment: BRO’s say-on-pay support was 94% in 2024, indicating broadly favorable investor views on compensation governance and performance linkage (contextual governance signal) .
RED FLAGS/Monitor
- Related-party exposure: Bank holding company investment and deposit relationship (monitor for changes in magnitude or terms; currently immaterial) .
- Tenure: Very long service (since 1994) can create entrenchment risk; BRO practices periodic rotation of committee members/chairs and conducts annual board/committee evaluations to mitigate refreshment concerns .