8-KLeadership Changes

BROWN & BROWN, INC. 8-K Report, Executive Changes (Feb 21, 2023)

Filed February 21, 2023For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) has announced its 2023 annual cash incentive plan for key executive officers, as detailed in their recent 8-K filing. This plan is designed to align executive compensation with critical company performance metrics, emphasizing organic revenue growth and profitability. The structure encourages strong operational execution and strategic integration of recent acquisitions, reflecting the company's commitment to sustainable growth. Key performance indicators include specified organic revenue growth targets, adjusted EBITDAC margin, and the achievement of personal objectives. The incentive plan allows for payouts ranging from 0% to 200% of the target cash incentive, providing significant upside potential for executives who exceed expectations. This approach underscores the company's focus on shareholder value creation by directly linking executive rewards to measurable business success.

Key Highlights

  • 1Brown & Brown's Compensation Committee has established the 2023 annual cash incentive plan for executive officers.
  • 2The incentive plan is comprised of three performance components: organic revenue growth (40%), adjusted EBITDAC margin (40%), and personal objectives (20%).
  • 3Organic revenue growth targets are tailored to executive responsibilities, either company-wide or segment-specific.
  • 4Adjusted EBITDAC margin calculation excludes specific acquisition integration costs (GRP, Orchid, CrossCover, BdB) and foreign currency translation impacts for a clearer performance view.
  • 5Payouts can range from 0% to a maximum of 200% of the target incentive amount, depending on performance achievement.
  • 6Specific target cash incentive amounts are set for key named executive officers, including J. Powell Brown at $3,000,000 and P. Barrett Brown at $1,400,000.

Frequently Asked Questions

This filing announces the adoption of Brown & Brown's 2023 annual cash incentive plan for certain executive officers, detailing the performance metrics and potential payouts linked to executive compensation for the upcoming year.

The incentive is based on three components: 40% tied to organic revenue growth, 40% to adjusted EBITDAC margin performance, and 20% to personal objectives as determined by the Compensation Committee. Payouts can range from 0% to 200% of the target incentive.

The adjusted EBITDAC margin calculation excludes unusual and infrequently occurring items, specifically mentioning gains/losses on disposal, acquisition and integration costs related to recent acquisitions (GRP, Orchid, CrossCover, BdB), and the period-over-period impact of foreign currency translation.

The filing specifies target cash incentive amounts for several named executive officers: J. Powell Brown ($3,000,000), P. Barrett Brown ($1,400,000), R. Andrew Watts ($850,000), J. Scott Penny ($900,000), and Chris L. Walker ($1,000,000).