8-KLeadership Changes

BROWN & BROWN, INC. 8-K Report, Executive Changes (Feb 23, 2021)

Filed February 23, 2021For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on February 23, 2021, detailing the 2021 Annual Cash Incentive plan for its executive officers. The plan is designed to align executive compensation with key company performance metrics, emphasizing organic revenue growth and profitability. This structure aims to incentivize executives to drive top-line expansion and manage operational efficiency, ultimately benefiting shareholders through sustained growth and financial performance.

Key Highlights

  • 1Established 2021 Annual Cash Incentive plan for certain executive officers, including named executive officers.
  • 2Incentive payments are tied to the achievement of specific performance objectives for the 2021 fiscal year.
  • 3The cash incentive is composed of three weighted components: organic revenue growth (40%), EBITDAC margin (40%), and personal objectives (20%).
  • 4Organic revenue growth targets will be assessed based on company-wide performance for executives with broad responsibilities and segment-specific performance for those with oversight of particular offices.
  • 5EBITDAC margin is defined as income before taxes less amortization, depreciation, interest, and changes in acquisition earn-out payables, divided by total revenues.
  • 6Payouts for each component can range from 0% to 200% of the executive's target cash incentive amount.
  • 7Specific target cash incentive amounts for 2021 are provided for J. Powell Brown ($2,000,000), R. Andrew Watts ($700,000), J. Scott Penny ($900,000), and Chris L. Walker ($1,000,000).

Frequently Asked Questions

This 8-K filing announces the adoption of Brown & Brown's 2021 Annual Cash Incentive plan for certain executive officers. It outlines how their bonuses will be determined based on company performance metrics for the year.

The bonus is calculated based on three components: 40% is tied to organic revenue growth targets, 40% to the company's EBITDAC margin, and 20% to the achievement of personal objectives set by the Compensation Committee. Each component can result in a payout between 0% and 200% of the target incentive.

EBITDAC margin is a profitability metric calculated as income before taxes minus amortization, depreciation, interest, and changes in estimated acquisition earn-out payables, divided by total revenues. It is used here to measure operational performance and profitability, reflecting a comprehensive view of earnings before certain non-operational or accounting-specific adjustments.

No, the filing states that the terms of the 2021 annual cash incentive are not contained in a formal written document but were adopted by the Compensation Committee.