01—Abstract
Summary
Summary of the 8-K filed February 25, 2025. Cited figures are marked; the original filing is the authoritative source.
Brown & Brown, Inc. (BRO) has announced significant changes to its executive leadership and compensation structure through an 8-K filing dated February 25, 2025.
The most impactful development is the appointment of Stephen P. Hearn as Executive Vice President and Chief Operating Officer, effective March 3, 2025. Mr. Hearn brings extensive experience from various leadership roles within the insurance and reinsurance sectors, most recently with The Ardonagh Group.
His appointment signifies a strategic move to bolster operational leadership within the company. In conjunction with his new role, Mr. Hearn has resigned from the Company's Board of Directors.
His compensation package is substantial, including a base salary of £588,800, a significant target cash incentive for 2025 of £1,213,000, and substantial long-term equity incentives totaling £1,213,000 initially, with further annual grants expected. Additionally, the company has formalized its 2025 annual cash incentive plan for certain executive officers, linking payouts to organic revenue growth, adjusted EBITDAC margin, and personal objectives, with payouts ranging from 0%a to 200% of target amounts.
02—Key points
Key Highlights
- Stephen P. Hearn appointed as Executive Vice President and Chief Operating Officer, effective March 3, 2025.
- Mr. Hearn resigned from the Brown & Brown, Inc. Board of Directors.
- Mr. Hearn's compensation includes an annual salary of £588,800, a target cash incentive of £1,213,000 for 2025, and initial long-term equity incentives valued at £1,213,000.
- The 2025 annual cash incentive plan for executive officers is based on a balanced scorecard of organic revenue growth (40%), adjusted EBITDAC margin (40%), and personal objectives (20%).
- Incentive payouts for each component can range from 0% to 200% of the target amount.
- Significant experience in insurance and reinsurance is brought to the COO role by Mr. Hearn, with a career spanning roles at The Ardonagh Group, Corant Global, Ed Broking Group, and Willis Group Holdings.
03—Questions
Frequently Asked Questions
Who is Stephen P. Hearn and what is his new role?
Stephen P. Hearn has been appointed as the new Executive Vice President and Chief Operating Officer of Brown & Brown, Inc., effective March 3, 2025. He has a long and extensive career in the insurance and reinsurance industry, holding various CEO and leadership positions at companies like The Ardonagh Group, Corant Global, Ed Broking Group, and Willis Group Holdings.
What is the compensation structure for the new COO, Stephen P. Hearn?
Mr. Hearn's compensation includes an annual salary of £588,800. He is also eligible for a target cash incentive of £1,213,000 for 2025, which is pro-rated. Additionally, he will receive long-term equity incentives valued at £1,213,000, which will vest over five years subject to performance conditions. Future annual equity grants are also planned.
How will the 2025 annual cash incentives be determined for other executive officers?
The 2025 annual cash incentive for certain executive officers will be based on a three-component structure: 40% tied to organic revenue growth, 40% to the adjusted EBITDAC margin, and 20% to the achievement of personal objectives as determined by the Compensation Committee. Each component has a potential payout range of 0% to 200% of the target incentive amount.
Did Stephen P. Hearn hold any board positions prior to this appointment?
Yes, prior to his appointment as COO, Stephen P. Hearn was a member of the Brown & Brown, Inc. Board of Directors. He resigned from the Board effective February 23, 2025, in connection with his agreement to serve as Chief Operating Officer.
04—Continue