8-KLeadership ChangesExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Feb 25, 2020)

Filed February 25, 2020For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on February 25, 2020, primarily to report a temporary medical leave of absence for Executive Vice President Anthony T. Strianese, effective February 24, 2020. The company has indicated that other executive officers will cover his responsibilities without altering their current positions. This filing also details significant equity compensation awards granted on February 21, 2020, to named executive officers, including J. Powell Brown, R. Andrew Watts, J. Scott Penny, Anthony T. Strianese, and Chris L. Walker. These awards consist of both performance-based restricted stock (PSA Shares) and time-based restricted stock (RSA Shares), all scheduled to vest on February 21, 2025. Additionally, the Compensation Committee adopted the annual cash incentive plan for 2020, outlining a compensation structure tied to organic revenue growth, EBITDAC margin, and personal objectives, with specific target amounts and payout potential for the executive team.

Key Highlights

  • 1Executive Vice President Anthony T. Strianese is on temporary medical leave of absence as of February 24, 2020. Management duties will be absorbed by other executives.
  • 2The Compensation Committee approved grants of Performance Stock Awards (PSA Shares) to named executive officers, vesting on February 21, 2025.
  • 3The Compensation Committee approved grants of Restricted Stock Awards (RSA Shares) to named executive officers, also vesting on February 21, 2025.
  • 4Performance Stock Awards were granted to J. Powell Brown (46,382), R. Andrew Watts (10,822), J. Scott Penny (7,730), Anthony T. Strianese (7,730), and Chris L. Walker (7,730).
  • 5Restricted Stock Awards were granted to J. Powell Brown (15,460), R. Andrew Watts (3,607), J. Scott Penny (2,576), Anthony T. Strianese (2,576), and Chris L. Walker (2,576).
  • 6The 2020 annual cash incentive plan for executive officers is based on organic revenue growth (40%), EBITDAC margin (40%), and personal objectives (20%), with potential payouts ranging from 0% to 200% of target.
  • 7Target annual cash incentive amounts for named executive officers for 2020 are substantial, with J. Powell Brown at $2,000,000 and others ranging from $700,000 to $1,000,000.

Frequently Asked Questions

Anthony T. Strianese, Executive Vice President and President of the Wholesale Brokerage Segment, is on a temporary medical leave of absence, effective February 24, 2020. Other executive officers will manage his duties during this period.

On February 21, 2020, the Company granted both Performance Stock Awards (PSA Shares) and time-based Restricted Stock Awards (RSA Shares) to certain named executive officers. Both types of awards are subject to specific conditions and are scheduled to vest on February 21, 2025.

The 2020 annual cash incentive is structured with three components: 40% based on specified organic revenue growth targets, 40% based on the Company's EBITDAC margin, and 20% linked to the achievement of personal objectives. Payouts can range from 0% to 200% of the target incentive amount.

The filing states that other executive officers will assume Mr. Strianese's management duties while remaining in their current positions. This suggests the company has a succession plan in place to ensure continuity of operations for the Wholesale Brokerage Segment during his absence.