8-KLeadership Changes

BROWN & BROWN, INC. 8-K Report, Executive Changes (Feb 21, 2024)

Filed February 21, 2024For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) has disclosed details regarding its 2024 annual cash incentive plan for certain executive officers, including named executive officers. The plan, adopted by the Compensation Committee on February 19, 2024, outlines how a portion of executive compensation will be tied to company performance and individual objectives throughout the year. This aligns executive interests with key financial and operational goals, providing a framework for potential incentive payouts. The incentive is structured into three components, each carrying specific weight: 40% is linked to organic revenue growth targets (company-wide or segment-specific), 40% to the adjusted EBITDAC margin performance, and 20% to the achievement of personal objectives. Each component allows for payouts ranging from 0% to 200% of the executive's target incentive, offering flexibility and significant upside potential based on performance. The filing also specifies the target cash incentive amounts for several key executives, such as J. Powell Brown at $3,750,000.

Key Highlights

  • 1Brown & Brown has established its 2024 annual cash incentive plan for executive officers.
  • 2Executive incentive payouts are directly linked to achieving specific performance objectives for the fiscal year 2024.
  • 3The incentive plan is composed of three key performance metrics: organic revenue growth (40%), adjusted EBITDAC margin (40%), and personal objectives (20%).
  • 4Organic revenue growth targets can be company-wide or segment-specific, depending on the executive's role.
  • 5Adjusted EBITDAC margin is defined as income before taxes, adjusted for specific items, divided by total revenues.
  • 6Each component of the incentive can yield between 0% and 200% of the target cash incentive amount.
  • 7Target cash incentive amounts for named executive officers are disclosed, with J. Powell Brown's target set at $3,750,000.

Frequently Asked Questions

This 8-K filing informs investors about Brown & Brown's 2024 annual cash incentive plan for its executive officers, detailing the performance metrics and targets that will determine a portion of their compensation for the year.

Executive incentive compensation is determined by a three-part formula: 40% based on organic revenue growth, 40% based on adjusted EBITDAC margin performance, and 20% based on personal objectives, as determined by the Compensation Committee.

The adjusted EBITDAC margin is calculated as the Company's income before income taxes, adjusted to exclude amortization, depreciation, interest, and changes in estimated acquisition earn-out payables, as well as any gain or loss on disposal, divided by total revenues.

Each component of the incentive plan allows for a payout ranging from a minimum of 0% to a maximum of 200% of the executive officer's target cash incentive amount.