Toni Jennings
BROWN & BROWNAbout Toni Jennings
Toni Jennings, 75, is an independent director of Brown & Brown, Inc. (BRO) who currently serves on the Compensation and the Nominating/Corporate Governance Committees; she first joined the Board in 1999, rejoined in 2007, and brings a mix of operating, public policy, and board leadership experience . Her background includes chairing and previously leading construction and architectural millwork businesses in Orlando, and senior elected office in Florida (Lieutenant Governor 2003–2006; President of the Florida Senate 1996–2000) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| State of Florida | Lieutenant Governor | 2003–2006 | State executive leadership |
| Florida Senate | Senator; President of the Senate | 1980–2000; President 1996–2000 | Legislative leadership |
| Florida House of Representatives | Representative | 1976–1980 | Legislative service |
| Jack Jennings & Sons, Inc. | President; now Chairman of the Board | President 1982–2003; Chairman current | Operated and led construction firm |
| Jennings & Jennings, Inc. | Chairman of the Board | Current | Architectural millwork leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foundation for Florida’s Future | Director | Current | Non-profit governance |
| NextEra Energy, Inc. | Director | Until 2021 | Public company board service |
| Mid-America Apartment Communities, Inc. (MAA) | Director | Until 2024 | Public REIT board service |
Board Governance
- Independence: The Board determined Ms. Jennings is independent under NYSE standards; 11 of 13 nominees (including Jennings) are independent .
- Committee assignments (2024 activity):
- Compensation Committee member (6 meetings in 2024; Chair: L. Gellerstedt) .
- Nominating/Corporate Governance Committee member (5 meetings in 2024; Chair: H.P. Proctor, Jr.) .
- Attendance: In 2024, the Board met 7 times, and each incumbent director attended at least 75% of Board and relevant committee meetings; all directors attended the 2024 annual meeting .
- Lead Independent Director: H. Palmer Proctor, Jr.; executive sessions at every in‑person Board meeting .
Fixed Compensation
| Component | 2024 Policy / Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $100,000 | Paid quarterly |
| Committee chair retainers | $20,000 (Acquisition, Audit, Compensation); $15,000 (Nominating/Corporate Governance) | Additional to base retainer |
| Lead Independent Director retainer | $15,000 | Additional to base retainer |
| Equity grant (non-employee directors) | $120,000 (fully vested shares) | Annual grant under 2019 SIP |
| Toni Jennings – 2024 Director Compensation | Amount ($) |
|---|---|
| Fees earned or paid in cash | 100,000 |
| Stock awards (grant-date fair value) | 119,933 |
| All other compensation | — |
| Total | 219,933 |
Directors receive fully vested common stock annually; employee directors receive no additional director pay .
Performance Compensation
Directors do not receive performance-based pay. As a Compensation Committee member, Jennings helps oversee BRO’s pay-for-performance program for executives. The 2024 annual cash incentive structure and outcomes emphasize Organic Revenue growth and Adjusted EBITDAC Margin, with personal objectives:
- Weighting (NEOs): 40% Organic Revenue (Company or segment), 40% Adjusted EBITDAC Margin, 20% personal objectives .
| 2024 Financial Performance Measures (Company/Segments) | 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-relevant practices:
- Independent consultant (FW Cook) supports the committee; framework reviewed in 2024 .
- 2024 say-on-pay support: 94% approval, indicating strong investor backing of the program .
- Clawback policy compliant with NYSE standards; three-year lookback for Section 16 officers .
Other Directorships & Interlocks
| Company | Nature | Interlock/Conflict Notes |
|---|---|---|
| NextEra Energy, Inc. | Prior public company directorship (until 2021) | No BRO-related transactions disclosed |
| Mid-America Apartment Communities, Inc. | Prior public REIT directorship (until 2024) | No BRO-related transactions disclosed |
| Foundation for Florida’s Future | Non-profit board | Not a related party transaction |
The 2025 proxy’s “Relationships and Transactions with Affiliated Parties” section does not identify Jennings in related-party transactions; the Board’s independence review concluded she is independent .
Expertise & Qualifications
- Business leadership: Owner/operator and current chairman in construction and millwork businesses; prior company president for over two decades .
- Public policy and governance: Florida Lieutenant Governor; President of the Florida Senate; extensive state legislative experience .
- Public company board experience: NextEra Energy (through 2021) and MAA (through 2024) .
- Recognition: WomenInc. “Most Influential Corporate Directors” (2019) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (BRO common) | 54,157 shares as of March 3, 2025 |
| Director ownership guideline | Non-employee directors must hold BRO stock ≥5x annual cash retainer within 5 years of joining Board |
| Average director ownership | 47x the current annual cash retainer (as of 12/31/2024) |
| Hedging/Pledging | Hedging prohibited for directors and senior leadership; pledging prohibited for directors |
Governance Assessment
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Strengths
- Independence affirmed; no related-party transactions disclosed for Jennings .
- Active committee roles on Compensation and Nominating/Corporate Governance; these bodies oversee pay, governance, conflicts, ESG, and director independence .
- Strong director ownership framework (5x retainer guideline) with stringent anti-hedging/anti-pledging policies supporting alignment .
- Robust executive pay program (organic growth and margin) with high investor support (94% say-on-pay in 2024), aligning incentives with performance .
- Attendance standards met (≥75% for all incumbents in 2024); Board met 7 times; committee cadence demonstrates engagement .
-
Potential risk considerations
- External operating roles: She chairs private construction-related companies; no BRO-related transactions are disclosed, but continued monitoring for related-party exposure is prudent .
- Not a committee chair currently, so direct agenda-setting influence is lower than a chair role; however, all committees are fully independent and open to all directors as attendees, supporting transparency and effectiveness .
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RED FLAGS
- None identified in the proxy regarding conflicts, hedging/pledging, attendance, or related-party transactions for Jennings .
Overall signal: Jennings’ blend of operating and public-sector leadership, current service on key governance/comp committees, and independence status support Board effectiveness and investor confidence in oversight of compensation, governance, and risk .