8-KLeadership ChangesExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Feb 21, 2014)

Filed February 21, 2014For Securities:BRO

Summary

This 8-K filing from Brown & Brown, Inc. (BRO) announces a significant executive change in its finance department. R. Andrew Watts has been appointed as Executive Vice President and Treasurer, and will transition to Chief Financial Officer (CFO) upon the retirement of the current CFO. Mr. Watts brings a strong background from Thomson Reuters, where he held various senior financial roles, including CFO of a major division. This appointment is a key event for investors, signaling continuity and new leadership in financial oversight. The filing also details Mr. Watts's comprehensive compensation package, which includes a substantial base salary, performance-based bonuses, and significant stock grants. These grants are structured with varying vesting schedules, including performance-based vesting, aiming to align his incentives with the company's long-term performance. Investors should note the significant initial compensation and equity awards as indicative of the company's investment in experienced financial leadership.

Key Highlights

  • 1R. Andrew Watts appointed Executive Vice President and Treasurer, effective February 17, 2014.
  • 2Mr. Watts will assume the role of Chief Financial Officer (CFO) upon the retirement of the current CFO.
  • 3Mr. Watts has extensive financial experience, including Global Head, Customer Administration, and CFO roles at Thomson Reuters.
  • 4The employment agreement includes an annual base salary of $500,000.
  • 5Mr. Watts is eligible for a performance-based bonus with an estimated base of $350,000 for 2014.
  • 6Significant stock grants totaling approximately $1,525,000 in grant date fair value are included, with various vesting conditions.
  • 7The company will reimburse Mr. Watts for relocation expenses up to $100,000.
  • 8There are no reported family relationships or disclosed conflicts of interest between Mr. Watts and current management or directors.

Frequently Asked Questions

R. Andrew Watts has been appointed as the new Executive Vice President and Treasurer, effective February 17, 2014. He is slated to become the Chief Financial Officer (CFO) once the current CFO retires, which will be after the company files its Annual Report on Form 10-K for 2013.

Mr. Watts has a strong financial background, most recently serving as Global Head, Customer Administration for Thomson Reuters' Financial and Risk Division. Prior to that, he was the CFO for the Investment and Advisory Division of Thomson Reuters and held other CFO positions within the company since joining in 2001. His earlier career included co-founding an internet startup and working at PricewaterhouseCoopers for nine years.

Mr. Watts's compensation includes an annual base salary of $500,000. He is also eligible for a performance-based bonus (estimated at $350,000 for 2014), significant stock grants with a total grant date fair value of approximately $1,525,000, and two transition cash bonuses totaling $725,000. Additionally, relocation expenses up to $100,000 will be reimbursed.

The stock grants have varying vesting schedules. One grant with a fair value of $250,000 vests in five years. Another grant valued at $475,000 vests in three years. A third grant, with a fair value of $800,000, is performance-based and potentially earnable over five years, with vesting in years six, seven, and eight contingent upon achieving specified performance targets.