8-KLeadership ChangesExhibits & Filings

BROWN & BROWN, INC. 8-K Report, Executive Changes (Mar 4, 2026)

Filed March 4, 2026For Securities:BRO

Summary

Brown & Brown, Inc. (BRO) filed an 8-K on March 4, 2026, detailing executive compensation adjustments for 2026 and beyond. The Compensation Committee has formalized the structure for the 2026 annual cash incentive plan, which will be based on a mix of organic revenue growth, adjusted EBITDAC margin, and personal objectives. This structure aims to align executive rewards with key financial and strategic performance indicators. Additionally, the filing announces significant performance-based equity awards. Both Performance Stock Awards (PSAs) and Performance Stock Units (PSUs) have been granted to named executive officers. These awards vest over multi-year periods and are contingent on achieving specific compound annual growth rate targets for both share price and earnings per share, relative to the S&P 500. These long-term incentives underscore the company's commitment to shareholder value creation and sustained growth.

Key Highlights

  • 12026 Annual Cash Incentive Plan established for executives, with 40% tied to organic revenue growth, 40% to adjusted EBITDAC margin, and 20% to personal objectives.
  • 2Named executive officers have defined target cash incentive amounts for 2026, with potential payouts ranging from 0% to 200% of target.
  • 3Performance Stock Awards (PSAs) granted to key executives, with 50% vesting based on share price CAGR and relative total shareholder return, and the other 50% on EPS CAGR and relative total shareholder return over a five-year period.
  • 4Maximum payout for PSA shares can reach 805% of the grant value, highlighting ambitious performance expectations.
  • 5Performance Stock Units (PSUs) granted to Chris L. Walker, with vesting criteria similar to PSAs but a maximum payout of 299%.
  • 6Both PSA and PSU awards vest over several years (e.g., March 3, 2032-2034 for PSAs, March 3, 2031-2033 for PSUs) and include provisions for accelerated vesting upon specific employment termination events or change in control.

Frequently Asked Questions

The 2026 annual cash incentive plan for executives is comprised of three components: 40% is based on specified organic revenue growth targets (company-wide or segment-specific), 40% is based on the company's adjusted EBITDAC margin, and 20% is linked to the achievement of personal objectives determined by the Compensation Committee.

The Performance Stock Awards (PSAs) have a maximum potential payout of 805% of the target grant value, while the Performance Stock Units (PSUs) granted to Chris L. Walker have a maximum potential payout of 299% of the target grant value. These payouts are contingent on achieving specific performance targets over a five-year period.

Both Performance Stock Awards and Performance Stock Units are measured over a five-year period starting January 1, 2026. Fifty percent of the awards are tied to achieving specified compound annual growth rate targets for the company's cumulative share price and its relative total share price return compared to the S&P 500 median. The other fifty percent are tied to specified compound annual growth rate targets for the company's cumulative earnings per share (with certain adjustments) and its relative total share price return compared to the S&P 500 median.

Vesting of Performance Stock Awards and Performance Stock Units can accelerate in the event of termination due to death or disability. For PSAs, vesting also accelerates for termination without cause (including constructive termination) within 12 months following a change in control. For PSUs, Mr. Walker's qualified retirement also has specific post-retirement vesting provisions. Dividends and dividend equivalents accrue from the grant date, whether vested or unvested, although disposal of shares is restricted.