Wendell S. Reilly
BROWN & BROWNAbout Wendell S. Reilly
Independent director since 2007 (age 67), currently serving on the Acquisition and Nominating/Corporate Governance Committees. Managing Partner at Grapevine Partners; prior roles include Chairman/CEO of Grapevine Communications and CFO positions at The Lamar Corporation and Haas Publishing. Education: BA, Emory University; MBA (Finance), Vanderbilt University. The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees/Impact |
|---|---|---|---|
| Grapevine Communications, LLC | Chairman & CEO | Not disclosed | Led broadcast group; experience informs capital structure and acquisition insights |
| The Lamar Corporation | Chief Financial Officer | Not disclosed | Finance leadership; enhances analysis of financing and acquisition structure |
| Haas Publishing Companies | Chief Financial Officer | Not disclosed | Finance leadership background |
| Berman Capital Advisors | Chairman (past) | Not disclosed | Investment/strategy perspective |
| Grapevine Partners, LLC | Managing Partner | Current | Private investment expertise |
| Peachtree Equity Partners II | General Partner (past) | Not disclosed | Private equity experience |
External Roles
| Organization | Role | Tenure (if disclosed) | Notes |
|---|---|---|---|
| Lamar Advertising Company | Director | Current | Public company board seat |
| Emory University | Trustee Emeritus; past Chair, Governance Committee | Current/Former | University governance leadership |
| The Carter Center | Board of Trustees | Current | Non-profit governance |
| International Center for Journalists | Board of Directors | Current | Non-profit governance |
Board Governance
- Current committee assignments: Acquisition; Nominating/Corporate Governance .
- Historical leadership: Past Chairman of Acquisition, Compensation, and Nominating/Corporate Governance Committees; past Lead Independent Director .
- Independence: Board affirmed Reilly has no material relationship with the company other than service as a director; independent under NYSE standards .
- Attendance: In 2024 the Board held seven meetings; each incumbent director attended at least 75% of Board and committee meetings; all members attended the virtual 2024 Annual Meeting .
- Committee activity context (2024 rosters): Nom/Gov Committee included Reilly; chaired by H. Palmer Proctor, Jr.; Audit chaired by Jaymin B. Patel; Compensation chaired by Lawrence L. Gellerstedt III .
Fixed Compensation
| Item (2024) | Amount (USD) |
|---|---|
| Annual cash retainer (standard for non-employee directors) | $100,000 |
| Committee chair adders (if applicable) | Not applicable to Reilly in 2024 |
| Fees Earned or Paid in Cash – Reilly | $100,000 |
Performance Compensation
| Equity Component (2024) | Structure | Amount (USD) |
|---|---|---|
| Annual director equity grant | Fully vested shares under 2019 SIP | $120,000 guideline; Reilly recorded $119,933 |
| Options/PSUs/Performance metrics | Not used for directors; annual grant is fully vested shares | N/A |
Director compensation mix signals alignment: cash retainer plus fully vested share grant, no options or PSU metrics; director stock ownership guidelines require holding at least 5x the current annual cash retainer within five years; on average, non-employee directors hold 47x the retainer value (policy-level disclosure) .
Other Directorships & Interlocks
| External Board | Potential Interlock/Conflict with BRO | Disclosure |
|---|---|---|
| Lamar Advertising Company | None disclosed | No related-party transactions involving Reilly identified in proxy |
| Emory University; The Carter Center; ICFJ | None disclosed | Non-profit roles; not noted as related parties |
Expertise & Qualifications
- Finance and capital markets: Former CFO roles and private investment leadership (Grapevine Partners; Peachtree Equity) .
- Operating leadership: Past Chairman/CEO, Grapevine Communications .
- Governance depth: Past committee chair across multiple Board committees and past Lead Independent Director; university governance experience (Emory) .
- Industry exposure: Public company board (Lamar Advertising) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding |
|---|---|---|
| Wendell S. Reilly | 234,383 | * (<1%) |
Governance Assessment
- Alignment: Director independence affirmed; equity grant and stock ownership guidelines bolster alignment; Reilly holds 234,383 shares, indicating meaningful ownership, though specific guideline compliance is not disclosed on a per-director basis .
- Board effectiveness: Extensive prior committee leadership and LID experience support governance capability; current service on Acquisition and Nominating/Corporate Governance situates him in key oversight areas (strategy, board composition/ESG) .
- Engagement: Attendance thresholds met in 2024; full Annual Meeting participation reported .
- Conflicts/Related party exposure: Proxy lists several related-party items (e.g., aircraft lease with Brown family; Hays family arrangements), but none involve Reilly; independence conclusion explicitly includes consideration of director-affiliated ordinary-course insurance intermediation .
RED FLAGS (none disclosed for Reilly):
- No pledging or hedging disclosures for Reilly (company policy prohibits director hedging and pledging) .
- No related-party transactions involving Reilly identified in 2024 .
- Note on tenure: Director since 2007; while longer tenure can raise refreshment questions, the proxy describes active committee rotation practices and annual evaluations (Board-level disclosure) .
Data sources: Brown & Brown, Inc. Definitive Proxy Statement (DEF 14A), March 24, 2025 and historical proxies (2019–2024) for prior roles and committee leadership .