Timothy R.M. Main
BROWN & BROWNAbout Timothy R.M. Main
Independent director of Brown & Brown, Inc. since 2010; age 59. Main is Head of Investment Banking EMEA at Barclays Plc (since Oct 2022), previously Global Head of the Financial Institutions Group at Barclays (2016–2022), Senior Managing Director at Evercore Partners (2011–2016), and spent 23 years at JPMorgan Chase as Managing Director and Head of the Financial Institutions Group. He serves on Brown & Brown’s Acquisition Committee and was affirmatively deemed independent by the Board under NYSE standards, with specific recusals and restrictions related to his Barclays role to mitigate conflicts .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| JPMorgan Chase | Managing Director & Head, Financial Institutions Group | 23 years (prior to 2011) | Extensive FIG transaction experience; insurance industry knowledge cited as key board attribute |
| Evercore Partners | Senior Managing Director | Oct 2011–Sep 2016 | Led advisory work; contributes acquisition expertise to BRO |
| Barclays Plc | Global Head, Financial Institutions Group | Sep 2016–Oct 2022 | Global FIG leadership; recusal obligations at Barclays mitigate potential conflicts with BRO |
| Barclays Plc | Head of Investment Banking, EMEA | Oct 2022–present | Strategic M&A and capital markets leadership across U.K./Europe/Middle East/Africa |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Barclays Plc | Head of Investment Banking EMEA | Oct 2022–present | Not an executive officer of Barclays for independence purposes; ownership interest <10%; recused from insurance brokerage sector coverage |
| Barclays Plc | Global Head, Financial Institutions Group | 2016–2022 | Prior senior leadership; no Barclays IB projects with BRO; prohibited from appearing as BRO coverage person or supervising related activity |
| Evercore Partners | Senior Managing Director | 2011–2016 | Prior external role; no ongoing interlock disclosed |
| Public company directorships | — | — | None disclosed for Main |
Board Governance
- Committee assignments: Acquisition Committee member; Acquisition Committee chaired by Paul J. Krump .
- Independence: Board affirmed Main’s independence; imposed specific recusal and coverage restrictions tied to his Barclays role; noted non-material commercial banking relationships (deposit/treasury services) between certain BRO subsidiaries and Barclays .
- Attendance: The Board held seven meetings in 2024; every incumbent director attended at least 75% of Board and applicable committee meetings; all directors attended the virtual 2024 Annual Meeting .
- Engagement structure: Executive sessions at every in‑person Board meeting led by the Lead Independent Director; robust committee processes with charters and annual evaluations; committee meetings generally open to and attended by all directors .
- Governance policies: Anti‑hedging and anti‑pledging, director stock ownership guidelines, and a clawback policy (Section 16 officers) in place .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non‑employee director retainer |
| Committee chair fees | N/A | Chairs of Acquisition/Audit/Compensation earn $20,000; Nominating chair $15,000; LID $15,000; Main is not a chair |
| 2024 stock grant (fully vested shares) | $119,933 | Annual grant valued at $120,000 under 2019 SIP; actual 2024 value reported $119,933 |
| 2024 total director compensation | $219,933 | Fees + stock awards; no other comp reported for Main |
Performance Compensation
| Performance Metric | Weighting/Design | Payout Basis | 2024 Director Application |
|---|---|---|---|
| Performance‑based equity conditions | Not applicable | Director equity grants are fully vested (no performance metrics) | BRO grants fully vested shares valued at $120,000 to non‑employee directors; no PSU/RSU performance conditions for directors |
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Main |
| Interlocks/potential conflicts | Barclays relationship reviewed: Main’s role subject to strict recusals (cannot cover insurance brokerage sector; cannot appear as BRO coverage person; cannot supervise BRO‑related activity); certain BRO subsidiaries maintain deposit/treasury relationships with Barclays; Board deemed relationships not material to independence |
Expertise & Qualifications
- Complex financial transactions/M&A, deep financial institutions coverage, and insurance industry familiarity cited as nomination attributes .
- Adds acquisition judgment to BRO’s deal pipeline through Acquisition Committee participation .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Timothy R.M. Main | 32,321 | <1% | Beneficial ownership as of Mar 3, 2025 record date |
| Director stock ownership guideline | 5× annual cash retainer | — | Non‑employee directors must accumulate stock valued ≥5× cash retainer within five years of joining |
| Pledging/Hedging | Prohibited | — | Directors prohibited from pledging BRO stock; hedging (shorts/options) prohibited |
| Average director ownership | 47× retainer (value) | — | Average non‑employee director ownership value as of Dec 31, 2024 |
Governance Assessment
- Strengths: Clear independence determination with bespoke recusals and monitoring for Main’s Barclays role; consistent attendance; transparent director pay structure (cash retainer plus fully vested equity); stringent anti‑hedging/anti‑pledging and ownership guidelines; committee meetings open to all directors enhances oversight quality .
- Watch items: Ongoing monitoring of any evolving banking relationships with Barclays given Main’s senior IB role; Board currently concludes non‑material, but investors should track changes in scope or size of services to BRO entities .
- Shareholder signals: Strong say‑on‑pay support (94% in 2024) indicates broad investor confidence in BRO’s compensation governance framework, though this pertains to NEOs rather than directors .