DEF 14A of Brown & Brown, Inc., Mar 25, 2024

DEF 14A of Brown & Brown, Inc.

Filed Mar 25, 2024 · FY20230001193125-24-076607

Open on EDGAR

  1. Director Nominees

    Director Nominees

  2. Director Nominees

    | | | | | | Committee Chair Audit Committee Compensation Committee Acquisition Committee Nominating/Corporate Governance Committee 1 Ms. Jennings previously served on our Board of Directors from 1999 until April 2003. 2 Lead Independent Director | | J. HYATT BROWN, 86 Director since: 1993 | J. POWELL BROWN, 56 Director since: 2007 | LAWRENCE L. GELLERSTEDT III, 67 Director since: 2018 | JAMES C. HAYS, 66 Director since: 2018 | THEODORE J. HOEPNER, 82 Director since: 1994 | | | | | | | | | | | | | | | | | JAMES S. HUNT, 68 Director since: 2013 | TONI JENNINGS,(1) 74 Director since: 2007 | PAUL J. KRUMP, 64 Director since: 2023 | TIMOTHY R.M. MAIN, 58 Director since: 2010 | BRONISLAW E. MASOJADA, 62 Director since: 2023 | | | | | | | | | | | | | | | | | JAYMIN B. PATEL, 56 Director since: 2023 | H. PALMER PROCTOR, JR.,(2) 55 Director since: 2012 | WENDELL S. REILLY, 66 Director since: 2007 | KATHLEEN A. SAVIO, 58 Director since: 2024 | CHILTON D. VARNER, 81 Director since: 2004 | | | | | | | | |

  3. Director Nominees

    Director Nominees

  4. Director Nominees and Qualifications

    Director Nominees and Qualifications Set forth below is certain information concerning our current directors, all of whom are director nominees. All directors hold office for one-year terms or until their successors are elected and qualified.

  5. Director Nominees and Qualifications

    | Age: 86 Director Since: 1993 | J. HYATT BROWN Chairman of the Board Skills and Experience Mr. Hyatt Brown was our Chief Executive Officer from 1993 to 2009 and our President from 1993 to December 2002 and served as President and Chief Executive Officer of our predecessor corporation from 1961 to 1993. He was a member of the Florida House of Representatives from 1972 to 1980 and Speaker of the House from 1978 to 1980. Mr. Brown served on the Board of Directors of International Speedway Corporation, a publicly held company, until 2019, and he previously served on the Board of Directors of Verisk Analytics, Inc. (formerly Insurance Services Office). Mr. Brown is a member of the Board of Trustees of Stetson University, of which he is a past Chairman, and the Florida Council of 100. Mr. Hyatt Brown’s sons, J. Powell Brown and P. Barrett Brown, are employed by us as President and Chief Executive Officer, and as Executive Vice President and President – Retail Segment, respectively. His son, J. Powell Brown, has served as a director since October 2007. Nominee Attributes Mr. Hyatt Brown’s extensive business and industry experience, knowledge of our company, service on boards of other publicly traded companies and proven leadership ability are just a few of the attributes that make him uniquely qualified to serve on and chair our Board. | | Age: 56 Director Since: 2007 | J. POWELL BROWN Director and Chief Executive Officer Skills and Experience Mr. Powell Brown was named Chief Executive Officer in July 2009. He has been our President since January 2007 and was appointed to be a director in October 2007. Prior to 2007, he served as one of our Regional Executive Vice Presidents starting in 2002. Mr. Brown was previously responsible for overseeing certain or all parts of our segments and worked in various capacities throughout the Company since joining us in 1995. Mr. Brown has served on the Board of Directors of WestRock Company (formerly RockTenn Company), a publicly held company, since January 2010. He is the son of our Chairman, J. Hyatt Brown, and the brother of P. Barrett Brown, our Executive Vice President and President – Retail Segment. Nominee Attributes Mr. Powell Brown’s work in all segments of our Company, leadership experience at every level of our Company, current position as President and Chief Executive Officer and experience on other boards are among the qualities considered in connection with his nomination for reelection to the Board. |

  6. Director Nominees and Qualifications

    | Age: 67 Director Since: 2018 Committees Served: • Acquisition • Compensation (Chair) | LAWRENCE L. GELLERSTEDT III Independent Director Skills and Experience Mr. Gellerstedt has been a partner of Sweetwater Holdings Company, an Atlanta-based real estate investment firm, since March 2019. He previously served as Chairman of the Board and Chief Executive Officer of Cousins Properties Incorporated (Cousins) from July 2017 until January 2019 and as Cousins’ Executive Chairman of the Board from January 2019 until his retirement in April 2020. He served as President and Chief Executive Officer of Cousins from July 2009 to July 2017. Prior to this time, he held other roles at Cousins, including President and Chief Operating Officer, Executive Vice President and Chief Development Officer, and Senior Vice President and President of the Office/Multi-Family Division. Mr. Gellerstedt joined Cousins in 2005 following the acquisition of his firm, The Gellerstedt Group. He currently serves as a director of Georgia Power Co., a publicly held company, and previously served as a director of WestRock Company (formerly RockTenn Company) from 2000 to 2017. Nominee Attributes Mr. Gellerstedt’s breadth and depth of experience running businesses and serving on boards of both privately held and publicly traded companies, as well as his significant knowledge in real estate development, construction and project management, were all considered in connection with his nomination for reelection to the Board. | | Age: 66 Director Since: 2018 Committees Served: • Acquisition | JAMES C. HAYS Director and Vice Chairman Skills and Experience Mr. James Hays joined us as Vice Chairman in November 2018 following Brown & Brown’s acquisition of The Hays Group, Inc. and certain of its affiliates (collectively, Hays Companies). He co-founded Hays Companies in 1994 and served as its Chief Executive Officer and President and as a Director since its inception. Mr. James C. Hays serves on the Board of Directors of Skyward Specialty Insurance Group, Inc., a publicly held company. Nominee Attributes Mr. James Hays’ extensive experience in, and knowledge of, the insurance industry, as well as his impressive track record as an entrepreneur and investor in businesses, were among the factors considered in connection with his nomination for reelection to the Board. | | Age: 82 Director Since: 1994 Committees Served: • Audit • Nominating/Corporate Governance | THEODORE J. HOEPNER Independent Director Skills and Experience Mr. Hoepner served as Vice Chairman of SunTrust Bank, Inc. from January 2000 to December 2004 and as Vice Chairman of SunTrust Bank Holding Company from January 2005 until June 2005, when he retired. From 1995 to 2000, Mr. Hoepner was Executive Vice President of SunTrust Bank, Inc. and Chairman of the Board, President and Chief Executive Officer of SunTrust Banks of Florida, Inc. Nominee Attributes Mr. Hoepner’s years of experience in the banking industry, including extensive experience in management, make him a valuable addition to the Board. He previously chaired our Audit, Compensation and Acquisition Committees. These attributes were among the factors considered in connection with his nomination for reelection to the Board. |

  7. Director Nominees and Qualifications

    | Age: 68 Director Since: 2013 Committees Served: • Acquisition • Audit (Chair) | JAMES S. HUNT Independent Director Skills and Experience Mr. Hunt held various senior finance positions, including Executive Vice President and Chief Financial Officer, with Walt Disney Parks and Resorts Worldwide until his retirement in 2012. During his employment with Disney, he was a member of the Boards of Directors of Disney’s operating subsidiaries in Hong Kong and Shanghai, China and Disney’s two insurance company subsidiaries. Prior to that, he was a Partner with Ernst & Young. Mr. Hunt serves on the Board of Directors of Subway Worldwide, Inc., a private company and the world’s largest single-brand restaurant chain; the Board of Trustees of Penn Mutual Life, a mutual life insurance company, where he is a member of the Investment Committee and Chair of the Audit Committee; and the Board of Directors of the Nemours Foundation, where he is Chair of the Board of Directors, a member of the Nominating and Governance Committee and Chairman of the Audit, Finance and Compliance Committee. Mr. Hunt previously served as a director of two other publicly traded companies – Caesars Entertainment Corporation, where he was Chairman of the Board, and The St. Joe Company, where he was a member of the Compensation Committee and Chair of the Audit Committee. Mr Hunt is a member of the Standards and Emerging Issues Advisory Group, of the Public Company Accounting Oversight Board, to which he was appointed in 2022. He is a Certified Public Accountant (CPA) and a National Association of Corporate Directors-designated Board Leadership Fellow. Nominee Attributes Mr. Hunt’s extensive experience in executive and senior executive finance, strategy and related operational roles, financial expertise and significant international experience, along with his past service as a member of the Compensation Committee, were factors considered in connection with his nomination for reelection to the Board. | | Age: 74 Director Since: 2007 Committees Served: • Compensation • Nominating/Corporate Governance | TONI JENNINGS Independent Director Skills and Experience Ms. Jennings serves as Chairman of the Board of Jack Jennings & Sons, Inc., a commercial construction firm based in Orlando, Florida, and Jennings & Jennings, Inc., an architectural millwork firm based in Orlando, Florida. She served as President of Jack Jennings & Sons, Inc. from 1982 until 2003. Ms. Jennings previously served on our Board of Directors from 1999 until April 2003. From 2003 through 2006, Ms. Jennings served as Lieutenant Governor of the State of Florida. Ms. Jennings was a member of the Florida Senate from 1980 to 2000 and President of the Florida Senate from 1996 to 2000. She served in the Florida House of Representatives from 1976 to 1980. She is a member of the Board of Directors of Mid-America Apartment Communities, Inc., a publicly traded real estate investment trust (REIT), and the Foundation for Florida’s Future. Ms. Jennings previously served on the Board of Directors of Next Era Energy, Inc., a publicly held company, until 2021. In 2019, Ms. Jennings was named one of the Most Influential Corporate Directors by WomenInc. magazine. Nominee Attributes Ms. Jennings’ experience as owner and operator of a successful business, and her years of service in the legislative and executive branches of the State of Florida, along with her past service as a member of the Audit Committee and the Chair of the Compensation Committee, are features considered in concluding that she should continue to serve as a director of the Company. |

  8. Director Nominees and Qualifications

    | Age: 64 Director Since: 2023 Committees Served: • Audit • Compensation | PAUL J. KRUMP Recommended by Chief Executive Officer Independent Director Skills and Experience Mr. Krump retired from Chubb Limited, the world’s largest publicly traded property and casualty insurance company, effective January 1, 2023, most recently serving as Vice Chairman, Global Underwriting and Claims from September 2020 until his retirement. From 2016 to 2020, Mr. Krump served as Executive Vice President, Chubb Group and President, North America Commercial and Personal Insurance. Before Chubb Limited’s January 2016 acquisition of The Chubb Corporation, Mr. Krump served as Chief Operating Officer of The Chubb Corporation. Mr. Krump joined The Chubb Corporation in 1982 as a commercial underwriting trainee in the Minneapolis office and held numerous headquarters and field positions in the United States and Europe, including President of Personal Lines and Claims and President of Commercial and Specialty Lines. Nominee Attributes Mr. Krump’s long and successful career in various roles at one the world’s leading insurance companies, along with his extensive international experience, are among the attributes the Board believes make him well qualified to serve on the Board. | | Age: 58 Director Since: 2010 Committees Served: • Acquisition (Chair) | TIMOTHY R.M. MAIN Independent Director Skills and Experience Mr. Main has served as Head of Investment Banking EMEA (U.K., Europe, Middle East & Africa) at Barclays Plc since October 2022 and from September 2016 until October 2022 as Global Head of the Financial Institutions Group. From October 2011 until September 2016, he was a Senior Managing Director of Evercore Partners. Prior to joining Evercore, Mr. Main worked at JPMorgan Chase, a global investment bank, for 23 years, most recently as a Managing Director and Head of the Financial Institutions Group. Nominee Attributes Mr. Main’s extensive experience with complex financial transactions and acquisitions, as well as his broad knowledge of the insurance industry acquired throughout his career, are key components considered in nominating Mr. Main for reelection to the Board. | | Age: 62 Director Since: 2023 Committees Served: • Audit • Compensation | BRONISLAW E. MASOJADA Recommended by Chief Executive Officer Independent Director Skills and Experience Mr. Masojada served as Chief Executive Officer of Hiscox Group (“Hiscox”), a global specialist insurer and reinsurer listed on the London Stock Exchange, from 2000 until his retirement in 2021. Mr. Masojada first joined Hiscox in 1993 as Group Managing Director. Prior to joining Hiscox, Mr. Masojada began his career at McKinsey & Company. Mr. Masojada served as Deputy Chairman of Lloyd’s of London from 2001 to 2007. Mr. Masojada currently serves as Chair of the Board of Directors of SiriusPoint Ltd. He is an Alderman of the City of London and currently serves as its Sheriff. Nominee Attributes Mr. Masojada’s long and successful career leading a global insurer makes him well qualified to serve on our Board. |

  9. Director Nominees and Qualifications

    | Age: 56 Director Since: 2023 Committees Served: • Acquisition • Audit | JAYMIN B. PATEL Independent Director Skills and Experience Mr. Patel has served as the Executive Chairman of Perennial Climate Inc., a leading platform measuring, reporting and verifying soil-based carbon removal and climate-smart agriculture, since March 2019. From March 2015 to August 2018, he was Chief Executive Officer and a director of Brightstar Corporation, a global wireless device services company backed by Softbank (during that time). From 1994 to March 2015, Mr. Patel served in various executive and financial leadership roles at GTECH (now IGT), including President and Chief Executive Officer of GTECH Corporation, from 2007 to 2015, and Senior Vice President and Chief Financial Officer of the publicly traded GTECH Holdings Corporation from 2000 to 2006. Mr. Patel has served as a director of Bally’s Corporation since January 2021 and SpartanNash Company since February 2022. He previously was a director of Willis Towers Watson and Clarim Acquisition Corp., a special-purpose acquisition company, where he also served its President and Chief Financial Officer from January 2021 until December 2022. Nominee Attributes Mr. Patel’s extensive background operating businesses in regulated industries, combined with his unique combination of international experience, insurance knowledge and financial acumen, are among the attributes considered in connection with his nomination for reelection to the Board. | | Age: 56 Director Since: 2012 Committees Served: • Nominating/Corporate Governance (Chair) | H. PALMER PROCTOR, JR. Lead Independent Director Skills and Experience Mr. Proctor has served as Chief Executive Officer of Ameris Bancorp, a publicly held company (“Ameris”), and Ameris’s wholly owned bank subsidiary, Ameris Bank, since July 2019. He also serves as a director of Ameris. He previously served as President and Chief Executive Officer and a Director of Fidelity Bank and its holding company, Fidelity Southern Corporation, until their merger with Ameris Bank and Ameris, respectively, in July 2019. He is a member of the Advisory Board of Allied Financial. Mr. Proctor previously served as Chairman of the Georgia Bankers Association. Nominee Attributes Mr. Proctor’s business experience, leadership abilities and management expertise, along with his past service as a member of the Audit and Compensation Committees and Chair of the Acquisition Committee, were factors considered in connection with his nomination for reelection to the Board. |

  10. Director Nominees and Qualifications

    | Age: 66 Director Since: 2007 Committees Served: • Compensation • Nominating/Corporate Governance | WENDELL S. REILLY Independent Director Skills and Experience Mr. Reilly is Managing Partner of Grapevine Partners, LLC, of Atlanta, Georgia, a private investment company. He is also a General Partner of Peachtree Equity Partners II. Previously, he was Chairman of Berman Capital Advisors, as well as Chairman and Chief Executive Officer of Grapevine Communications, LLC, a group of local television stations. Earlier, he was the Chief Financial Officer of The Lamar Corporation and Haas Publishing Companies. Mr. Reilly currently serves on the Board of Directors of Lamar Advertising Company, a publicly traded company. He is Trustee Emeritus of Emory University and is past Chair of the Governance Committee of Emory University’s Board of Trustees, and he serves on the Board of Trustees of The Carter Center and the Board of Directors of the International Center for Journalists. Mr. Reilly is a graduate of Emory University and earned his MBA in Finance from Vanderbilt University. Nominee Attributes Mr. Reilly’s business background and experience enhance his ability to analyze and contribute valuable and unique insights on matters, including those relating to capital structure, financing and acquisition structure. Mr. Reilly’s contributions as a past Chairman of our Acquisition Committee, Compensation Committee and Nominating/Corporate Governance Committee, as well as his past service as Lead Independent Director, were also taken into consideration in connection with his nomination for reelection to the Board. | | Age: 58 Director Since: 2024 | KATHLEEN A. SAVIO Recommended by Chief Executive Officer Independent Director Skills and Experience Ms. Savio retired from Zurich Insurance Group, effective December 31, 2023, most recently serving as Chief Transformation Officer from January 2021 until her retirement. From January 2018 to December 2020, she served as Chief Executive Officer for Zurich North America and Chairwoman of the Boards of Zurich American Insurance Company and Zurich Holding Company of America. From 2012 through 2017, Ms. Savio served as Zurich North America’s Head of Alternative Markets. She joined Zurich in 1991 as an entry-level technical writer and served in numerous positions, including Chief Administrative Officer for North America Commercial, as well as roles in product underwriting and corporate marketing. Ms. Savio was named the 2021 Association of Professional Insurance Women (APIW) Woman of the Year. Nominee Attributes Ms. Savio’s broad knowledge of the insurance industry, extraordinary leadership abilities and extensive experience growing businesses organically and via acquisition are among the attributes that make her qualified to serve on our Board. |

  11. Director Nominees and Qualifications

    | Age: 81 Director Since: 2004 Committees Served: • Compensation • Nominating/Corporate Governance | CHILTON D. VARNER Independent Director Skills and Experience Ms. Varner has been a member of the law firm of King & Spalding in Atlanta, Georgia, since 1976 and was partner from 1983 to 2017. Since January 2018, she has served as Senior Counsel at King & Spalding. A graduate of Smith College, where she was named to membership in Phi Beta Kappa, and Emory University School of Law, Ms. Varner was honored with Emory University School of Law’s Distinguished Alumni Award in 1998. In 2001, the National Law Journal profiled Ms. Varner as one of the nation’s top ten women litigators. With more than 30 years of courtroom experience, she specializes in defending corporations in product liability, commercial and other civil disputes. She was a Trustee of Emory University from 1995 until 2014 and currently continues her services as a Trustee Emeritus. In 2019, Ms. Varner was named one of the Most Influential Corporate Directors by WomenInc. magazine. Nominee Attributes As a practicing attorney at one of the nation’s premier law firms and a counselor to businesses, their directors and management concerning risk and risk control, Ms. Varner brings a depth of experience and a wealth of unique and valuable perspectives to our Board. Ms. Varner previously chaired the Compensation Committee and served as our Lead Independent Director. |

  12. Director Nominee Selection Process

    Director Nominee Selection Process The Nominating/Corporate Governance Committee is responsible for identifying and evaluating director nominees and for recommending to the Board a slate of nominees for election at each Annual Meeting of Shareholders. The Committee has not established “minimum qualifications” for director nominees because it believes that rigid “minimum qualifications” might preclude the consideration of otherwise desirable candidates for election to the Board.

  13. Director Nominee Selection Process

    | 1 | The Committee evaluates director candidates based on a number of factors, including: | • the need or desirability of maintaining or expanding the size of the Board; • independence; • credentials, including, without limitation, business experience, technology acumen, experience within the insurance industry, educational background, professional training, designations and certifications; • interest in, and willingness to serve on, the Board; • ability to contribute by way of participation as a member of Board committees; • financial expertise and sophistication; • basic understanding of the Company’s principal operational and financial objectives, plans and strategies, results of operations and financial condition, and relative standing in relation to the Company’s competitors and • willingness to commit requisite time and attention to Board service, including preparation for and attendance at regular quarterly meetings, special meetings, committee meetings and periodic Board “retreats” and director education programs. | | 2 | Board diversity | The Committee actively seeks diverse, highly qualified candidates for membership on the Board, including gender-diverse candidates and candidates that are racially or ethnically diverse, as well as candidates with diverse backgrounds, points of view, experience and credentials. | | 3 | Sources for identifying potential Board members | The Committee and the Board consider a variety of sources when identifying individuals as potential Board members, including other enterprises with which current Board members are or have previously been involved and through which they have become acquainted with qualified candidates. The Company does not pay any third party a fee to assist in the identification or evaluation of candidates. The Committee will consider director nominations that are submitted in writing by shareholders in accordance with our procedures for shareholder proposals. See “Proposals of Shareholders” below. Such proposals must contain all information with respect to a proposed candidate as required by the SEC’s proxy rules, must address the manner in which the proposed candidate meets the criteria described above, and must be accompanied by the consent of such proposed candidate to serve as a director, if elected. |

  14. Director Compensation

    Director Compensation Our Board of Directors reviews the compensation of our non-employee directors at least every two years or as such other time as circumstances may warrant. Our non-employee directors are paid an annual retainer of $100,000, payable in quarterly installments. In addition, the Chairs of the Acquisition, Audit and Compensation Committees are each paid a $20,000 retainer, the Chair of the Nominating/Corporate Governance receives a $15,000 retainer and the Company’s Lead Independent Director receives a $15,000 retainer, in each case for services associated with those positions. All directors receive reimbursement of reasonable out-of-pocket expenses incurred in connection with meetings of the Board. Also, each director who is not an employee of the Company receives a grant of fully vested shares valued at $120,000 of our common stock under our 2019 SIP. No director who is an employee receives separate compensation for services rendered as a director.

  15. 2023 Director Compensation

    2023 Director Compensation In March 2023, Frederic W. Cook & Co., Inc. (“FW Cook”), an independent outside compensation consulting firm retained by the Compensation Committee, conducted a comprehensive analysis of the Company’s non-employee director compensation, as described below.

  16. Results of FW Cook’s Analysis

    | • | the pay mix for our non-employee director compensation was more heavily weighted toward equity than cash, which was consistent with market practice, |

  17. 2023 DIRECTOR COMPENSATION

    2023 DIRECTOR COMPENSATION

  18. 2023 DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | All Other Compensation ($) | Total ($) | | Hugh M. Brown(1) | 40,500 | — | — | 40,500 | | J. Hyatt Brown | — | — | 218,034(2) | 218,034 | | Lawrence L. Gellerstedt III | 117,500 | 119,972 | — | 237,472 | | James C. Hays | — | — | 1,667,203(3) | 1,667,203 | | Theodore J. Hoepner | 97,500 | 119,972 | — | 217,472 | | James S. Hunt | 117,500 | 119,972 | — | 237,472 | | Toni Jennings | 97,500 | 119,972 | — | 217,472 | | Paul J. Krump(4) | 50,000 | — | — | 50,000 | | Timothy R.M. Main | 117,500 | 119,972 | — | 237,472 | | Bronislaw E. Masojada(4) | 50,000 | — | — | 50,000 | | Jaymin B. Patel | 97,500 | 119,972 | — | 217,472 | | H. Palmer Proctor, Jr. | 127,500 | 119,972 | — | 247,472 | | Wendell S. Reilly | 97,500 | 119,972 | — | 217,472 | | Chilton D. Varner | 97,500 | 119,972 | — | 217,472 |

  19. 2023 DIRECTOR COMPENSATION

    | (1) The Board designated Hugh M. Brown as a Director Emeritus of the Company, effective immediately following the 2023 Annual Meeting of Shareholders. |

  20. 2023 DIRECTOR COMPENSATION

    | (2) During 2023, J. Hyatt Brown, who is the father of J. Powell Brown, a director and President and Chief Executive Officer of the Company, and P. Barrett Brown, an Executive Vice President and President – Retail Segment, received compensation of $218,034, consisting of $180,000 for services rendered to the Company in 2023, including assistance with acquisitions and recruitment, $6,480 in matching contributions made by the Company to his 401(k) Plan account, $27,643 for reimbursement of amounts earned by the Company for personal lines insurance he purchased through the Company or its subsidiaries and $3,911 for the cost of certain club membership dues. Mr. Hyatt Brown serves as Chairman of the Board of the Company. |

  21. 2023 DIRECTOR COMPENSATION

    | (3) During 2023, James C. Hays received compensation of $1,667,203, consisting of $1,661,000 for services rendered to the Company in 2023 and $6,203 in matching contributions made by the Company to his 401(k) Plan account. Mr. James Hays, who serves as Vice Chairman of the Company, is a party to an Employment Agreement with the Company, effective as of November 16, 2018, that provides for payment of an annual base salary of $517,000 for a three-year term of employment, after which time this amount will be as mutually agreed upon between Mr. James Hays and the Company, and which provides that the Company will terminate the agreement only “with cause” during the initial three-year term. Pursuant to his Employment Agreement, Mr. James Hays is also eligible during the initial three-year term to participate in the Company’s Senior Leader Bonus Program in effect from time to time, and his bonus target under the Senior Leader Bonus Program is $700,000. The Company has determined that Mr. James Hays is not an executive officer. |

  22. 2023 DIRECTOR COMPENSATION

    | (4) Paul J. Krump and Bronislaw E. Masojada were appointed to the Board effective June 13, 2023. |

  23. 2023 DIRECTOR COMPENSATION

    PROPOSAL 2: RATIFICATION OF THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS The Audit Committee of the Board of Directors has selected Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. Deloitte & Touche LLP has served as our independent registered public accounting firm since the fiscal year ended December 31, 2002. The Committee and the Board are requesting that shareholders ratify this appointment as a means of soliciting shareholders’ opinions and as a matter of good corporate governance. If the shareholders do not ratify the selection, the appointment of the independent registered public accountants will be reconsidered by the Committee. Even if the selection is ratified, the Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year if it determines that such change would be in the best interests of the Company and its shareholders. One or more representatives of Deloitte & Touche LLP are expected to be present at the Meeting, will have the opportunity to make a statement, and will be available to respond to appropriate questions from shareholders.

  24. Our Compensation Philosophy

    | 1 | Attract and Retain High-quality people that are crucial to both the short-term and long-term success of the Company | 2 | Compensate for Performance Linked to our strategic objectives through the use of incentive compensation programs | 3 | Create a Common Interest Between our executive officers and shareholders through compensation structures that promote the sharing of the rewards and risks of strategic decision-making |

  25. Role of the Compensation Consultant

    Role of the Compensation Consultant Beginning in August 2015, the Compensation Committee engaged FW Cook to assist with a review of the components, structure and design of the long-term equity incentive arrangements with our executive officers and other key employees. The primary goal of this engagement was to help design long-term equity incentive arrangements that continue to be competitive and aligned with shareholder interests. FW Cook has remained engaged by the Compensation Committee to advise and assist with other matters related to executive and non-employee director compensation. The Compensation Committee considers FW Cook to be independent because FW Cook performed no services for the Company’s management unrelated to services performed for the Compensation Committee, and there was no conflict of interest raised as a result of any work performed by FW Cook, directly or indirectly, for the Compensation Committee during fiscal years 2015-2023.

  26. 2023 Annual Cash Incentives

    2023 Annual Cash Incentives Our annual cash incentives are designed to further align executive officer compensation with our annual goals and objectives, and to create a direct link between compensation and financial and operational performance. During the first quarter of each year, the Compensation Committee approves the annual cash incentive components, consisting of financial performance measures, individual target cash incentive amounts and personal objectives, for each executive officer, including the relative weightings and goals against which performance is measured and payouts are determined for such fiscal year. Target Amounts. In February 2023, the Compensation Committee determined not to change the components of our annual executive officer cash incentives or the weighting of each component for our Named Executive Officers and determined the target cash incentive amounts for our Named Executive Officers, as follows:

  27. 2023 Annual Cash Incentives

    | Executive Officer | 2023 Target Cash Incentive Amount | 2022 Target Cash Incentive Amount | Change | | J. Powell Brown | $3,000,000 | $2,000,000 | 1,000,000(1) | | R. Andrew Watts | $850,000 | $700,000 | 150,000(2) | | P. Barrett Brown | $1,400,000 | $1,400,000 | — | | J. Scott Penny | $900,000 | $900,000 | — | | Chris L. Walker | $1,000,000 | $1,000,000 | — |

  28. 2023 Annual Cash Incentives

    | (1) The decision to increase Mr. Powell Brown’s 2023 target cash incentive amount from $2,000,000 to $3,000,000 was based upon the October 2022 Comparative Market Assessment and the fact that 2022 target total pay for Mr. Powell Brown was below the market median. |

  29. 2023 Annual Cash Incentives

    | (2) The decision to increase Mr. Watts’ 2023 target cash incentive amount from $700,000 to $850,000 was based upon the October 2022 Comparative Market Assessment and the fact that 2022 target total pay for Mr. Watts was below the market median. |

  30. 2023 Annual Cash Incentives

    Payouts can range from 0% to 200% of the aggregate target cash incentive depending on the financial performance of the Company or the segment, as applicable, and the Named Executive Officer’s performance against personal objectives. For 2023, the Compensation Committee selected the following components and weightings for the annual cash incentives for the Named Executive Officers:

  31. 2023 Annual Cash Incentives

    | | Financial Performance Measures(1) | | | | Personal Objectives | | | Executive Officer | Weighting | Measure | Weighting | Measure | Weighting | Measure | | J. Powell Brown R. Andrew Watts J. Scott Penny | 40% | Company Organic Revenue(2) growth | 40% | Adjusted EBITDAC Margin(2) (applicable to all Named Executive Officers) | 20% | Personal objectives established for each Named Executive Officer(4) | | P. Barrett Brown | 40% | Retail segment Organic Revenue(2) growth – adjusted(3) | 40% | Adjusted EBITDAC Margin(2) (applicable to all Named Executive Officers) | 20% | Personal objectives established for each Named Executive Officer(4) | | Chris L. Walker | 40% | National Programs segment Organic Revenue(2) growth – adjusted(4) | 40% | Adjusted EBITDAC Margin(2) (applicable to all Named Executive Officers) | 20% | Personal objectives established for each Named Executive Officer(5) |

  32. 2023 Annual Cash Incentives

    | (1) The Compensation Committee selected these financial performance measures in furtherance of our strategy to increase our Organic Revenue growth while maintaining, among other things, our strong, industry-leading operating margins. |

  33. 2023 Annual Cash Incentives

    | (2) See Annex A for additional information regarding Organic Revenue, Organic Revenue growth and Adjusted EBITDAC Margin, which are non-GAAP financial measures, including a reconciliation to the most closely comparable GAAP financial measure. |

  34. 2023 Annual Cash Incentives

    | (3) Retail segment Organic Revenue growth was adjusted for 2023 to include the impact of certain offices within the National Programs and Wholesale Brokerage segments for which Mr. Barrett Brown, Executive Vice President and President – Retail segment, had responsibility in 2023. See Annex A for additional information regarding Retail segment Organic Revenue growth – adjusted, which is a non-GAAP financial measure, including a reconciliation to the most closely comparable GAAP financial measure. |

  35. 2023 Annual Cash Incentives

    | (4) National Programs segment Organic Revenue growth was adjusted (i) for 2022, to include the impact of certain offices within the Services segment for which Mr. Walker, Executive Vice President and President – National Programs segment, had responsibility in 2022 and (ii) for 2023, to exclude the impact of certain offices within the National Programs segment for which Mr. Walker did not have responsibility in 2023 and to include the impact of certain offices within the Services segment for which Mr. Walker had responsibility in 2023. See Annex A for additional information regarding National Programs segment Organic Revenue growth – adjusted, which is a non-GAAP financial measure, including a reconciliation to the most closely comparable GAAP financial measure. |

  36. 2023 Annual Cash Incentives

    | (5) The personal objectives for each of our Named Executive Officers were approved by the Compensation Committee in February 2023. |

  37. 2023 Annual Cash Incentives

    The target amounts for each financial performance measure were discussed over several months and then reviewed and approved by the Compensation Committee in February 2023. To ensure our performance targets are rigorous and challenging, yet realistic for our executive officers, the target amounts for the Organic Revenue growth for the Company, the Organic Revenue growth of our operating segments, and our Adjusted EBITDAC Margin were based on our 2023 budget. Our 2023 budget was approved by the Board in January 2023 and reflects a multi-month process that includes thorough and thoughtful discussions among management and the leaders of our businesses, and between management and our Board. In determining our 2023 budget, which served as the basis for the targets for each 2023 financial performance measure, consideration was given to, among other things:

  38. 2023 Annual Cash Incentives

    | • | our expectation that the economy would continue to grow, but at a slower pace than 2022, as the economies in which we operate return to more normal growth rates due to higher interest rate benchmarks set by central banks; |

  39. 2023 Annual Cash Incentives

    | • | our expectation that insurance premium rates would either remain relatively stable or increase moderately in 2023; |

  40. 2023 Annual Cash Incentives

    | • | our expectation that “insurable exposure units,” which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, sales and payroll levels) to determine what premium to charge the insured, would decrease modestly as GDP growth was expected to be lower in 2023 as compared to 2022; |

  41. 2023 Annual Cash Incentives

    | • | our expectation that salary inflation would continue to put downward pressure on our operating margins, as would our continued incremental investments in technology, security and data, which are intended to help improve the customer and teammate experience as well as to protect our information technology systems and data and |

  42. 2023 Annual Cash Incentives

    | • | our expectation that certain businesses we acquired in the previous three years, which had lower operating margins versus other comparable businesses we operate, would increase profitably and have a positive impact on our overall 2023 operating margins. |

  43. 2023 Annual Cash Incentives

    For each financial performance measure, we make no payout for performance below a certain threshold. As part of our pay-for-performance framework, the Compensation Committee adopted payout curves that are intended to incentivize performance generally within a “target payout corridor” and that provide for incrementally higher and lower payouts for performance outside of the target payout corridor. Payout percentages for each financial performance measure were calculated based on the following tables: Determination of 2023 Annual Cash Incentive Payouts. In the first quarter of 2024, the Compensation Committee reviewed actual 2023 performance of each financial performance measure against the target performance for each such measure as set forth in the following table:

  44. 2023 Annual Cash Incentives

    | Financial Performance Measure | Target | Actual | | Percentage of Target Performance | Payout Percentage | | Adjusted EBITDAC Margin | 33.1% | 34.2 | %(1) | — | 158% | | Company Organic Revenue growth | 6.1% | 10.2 | | 167% | 200% | | Retail segment Organic Revenue growth – adjusted | 6.2% | 8.0 | | 129% | 167% | | National Programs segment Organic Revenue growth – adjusted | 5.7% | 16.1 | | 282% | 200% |

  45. 2023 Annual Cash Incentives

    | (1) In calculating the Company’s Adjusted EBITDAC Margin for 2023: |

  46. 2023 Annual Cash Incentives

    | 1. | The Committee excluded the negative impact of the Company’s non-cash stock-based compensation expense in excess of what was reflected in the Company’s Board-approved 2023 budget. The Committee based its decision upon the fact that the higher-than-budgeted non-cash stock-based compensation expense for 2023 was the result of above-target performance by the Company for those grants of restricted stock made in February 2020 under our 2019 SIP, which resulted in the issuance of additional shares of restricted stock. For additional information about those grants of restricted stock made in February 2020 under our 2019 SIP, see “Equity Incentive Plan Outcomes in 2023.” |

  47. 2023 Annual Cash Incentives

    | 2. | The Committee excluded the negative impact of the acquisition and integration costs (e.g., costs associated with regulatory filings, legal/accounting services, due diligence and the costs of integrating information technology systems) arising out of the Company’s acquisitions of GRP, Orchid Underwriters Agency and CrossCover Insurance Services, and BdB Limited companies, which are not expected to occur on an ongoing basis in the future (“Acquisition/Integration Costs”). The Committee based its decision upon the fact that these costs were related to the Company’s acquisition of these businesses, and not the underlying performance of the businesses themselves, and the fact that they were not expected to occur on an ongoing basis in the future. |

  48. 2023 Annual Cash Incentives

    | 3. | The Committee excluded the positive impact of the net gain on disposal resulting from sales of books of businesses in 2023. |

  49. 2023 Annual Cash Incentives

    | 4. | The Committee excluded the period-over-period impact of foreign currency translation (“Foreign Currency Translation”), which is calculated by applying current-year foreign exchange rates to the various functional currencies in our business to our reporting currency of US dollars for the same period in the prior year. The Committee based its decision upon the fact that fluctuations in Foreign Currency Translation are not related to the performance of the Company. |

  50. 2023 Annual Cash Incentives

    | 5. | The Committee excluded approximately $11.0 million expensed and substantially paid in the first quarter of 2023 to resolve a business matter, which was not considered to be normal, recurring or part of the ongoing operations (the “1Q23 Nonrecurring Cost”). The Committee based its decision upon the fact that the business matter was related to the pre-acquisition activities of a business we acquired in 2012 and was not related to the performance of the Company. |

  51. 2023 Annual Cash Incentives

    With respect to the achievement of personal objectives by each of the Named Executive Officers, which accounts for 20% of the 2023 cash incentive amount for each Named Executive Officer, the Compensation Committee evaluated the level of achievement for each Named Executive Officer’s personal objectives in the first quarter of 2024. The evaluation for Mr. Powell Brown, our Chief Executive Officer, was made by the Compensation Committee. For the other Named Executive Officers, the Compensation Committee, after discussion, consideration and review, accepted without modification the recommendations as proposed by the Chief Executive Officer. The Compensation Committee evaluated the achievement of each Named Executive Officer’s personal objectives in their totality instead of assigning a weight to each particular personal objective.

  52. 2023 Annual Cash Incentives

    | Name | Personal Objectives | Personal Objective Portion of 2023 Cash Incentive (0-200% of Target) | | J. Powell Brown | • contribution to delivering the Company’s budgeted financial results and acquiring high-quality businesses • contribution to attracting, retaining and developing high-quality teammates, including with respect to support of the Company’s diversity, inclusion and belonging strategies • contribution to creating and delivering innovative solutions using technology, data, and analytics • contribution to leveraging the Company’s capabilities for the benefit of our customers • contribution to balancing the Company’s capital allocation to drive shareholder returns | 200% | | R. Andrew Watts | • contribution to delivering the Company’s budgeted financial results and acquiring high-quality businesses • contribution to attracting, retaining and developing high-quality teammates, including with respect to support of the Company’s diversity, inclusion and belonging strategies • contribution to advancing the Company’s use of technology, data and analytics to provide better insight across the Company’s businesses • contribution to maintaining the Company’s control environment • contribution to balancing the Company’s capital allocation to drive shareholder returns • contribution to delivering the Company’s finance initiatives to help support scalable growth | 200% | | P. Barrett Brown | • contribution to delivering the Company’s budgeted financial results and acquiring high-quality businesses • contribution to attracting, retaining and developing high-quality teammates, including with respect to support of the Company’s diversity, inclusion and belonging strategies • contribution to creating and delivering innovative solutions using technology, data and analytics • contribution to leveraging the Company’s capabilities for the benefit of our customers | 100% | | J. Scott Penny | • contribution to delivering the Company’s budgeted financial results and acquiring high-quality businesses • contribution to attracting, retaining and developing high-quality teammates, including with respect to support of the Company’s diversity, inclusion and belonging strategies • contribution to ensuring the Company’s disciplined acquisitions process to drive strong shareholder value • contribution to ensuring completed acquisitions have robust integration plans and that such plans are effectively executed | 200% | | Chris L. Walker | • contribution to delivering the Company’s budgeted financial results and acquiring high-quality businesses • contribution to attracting, retaining and developing high-quality teammates, including with respect to support of the Company’s diversity, inclusion and belonging strategies • contribution to creating and delivering innovative solutions using technology, data and analytics • contribution to fostering deep and trusted insurance carrier relationships that help expand the Company’s capacity to write new business | 200% |

  53. 2023 Annual Cash Incentives

    As illustrated in the table below, the final 2023 cash incentive amounts were calculated by combining the payout amounts for each of the components discussed above and then rounding the resulting number up to the nearest thousand dollars:

  54. 2023 Annual Cash Incentives

    | Executive Officer | 2023 Aggregate Target Cash Incentive Amount | Organic Revenue Growth Payout Amount | Adjusted EBITDAC Margin Payout Amount | Personal Objective Payout Amount | Total 2023 Cash Incentive Payout Amount(1) | Payout vs. Target Cash Incentive Amount | | J. Powell Brown | $3,000,000 | $2,400,064 | $1,900,000 | $1,199,000 | $5,500,000 | 183% | | R. Andrew Watts | $850,000 | $680,151 | $538,333 | $340,000 | $1,559,000 | 183% | | P. Barrett Brown | $1,400,000 | $932,631 | $886,667 | $280,000 | $2,100,000 | 150% | | J. Scott Penny | $900,000 | $720,219 | $570,000 | $360,000 | $1,651,000 | 183% | | Chris L. Walker | $1,000,000 | $800,355 | $633,333 | $400,000 | $1,834,000 | 183% |

  55. 2023 Annual Cash Incentives

    | (1) The 2023 cash incentive payouts are also shown in the Summary Compensation Table under the “Non-Equity Incentive Plan Compensation” column. |

  56. 2023 Annual Cash Incentives

    While not exercised in 2023, the Compensation Committee expressly reserves the right, in its sole discretion, to reduce the annual cash incentive for any Named Executive Officer, or to pay no annual cash incentive at all, if the Company’s performance is unexpectedly poor or if the intended recipient commits acts of malfeasance.

  57. 2023 Discretionary Bonuses

    2023 Discretionary Bonuses Each of the Named Executive Officers is eligible to receive an additional discretionary bonus upon such terms and conditions as might be determined by the Chief Executive Officer, subject to the approval of the Compensation Committee, or, in the case of the Chief Executive Officer, as might be determined by the Compensation Committee. In February 2024, the Compensation Committee approved a discretionary bonus of $300,000 for Chris L. Walker based upon the recommendation by Mr. Powell Brown and Mr. Walker’s outstanding individual performance during 2023 and the outstanding performance during 2023 of the offices for which Mr. Walker had responsibility. The 2023 discretionary bonus amount paid to Mr. Walker is also shown in the Summary Compensation Table under the “Bonus” column.

  58. 2023 Equity Incentive Grants

    2023 Equity Incentive Grants We endeavor to make our long-term equity incentive arrangements, which are generally granted on an annual basis, competitive and aligned with shareholder interests, as reflected in the following structure:

  59. 2023 Equity Incentive Grants

    | Terms | Rationale | | In general, 75% of shares granted to each executive officer as a Performance Stock Award (“PSA”) that vest based on performance (over a three-year period) and time (over a five-year period from the date of grant); 25% of shares granted to each executive officer as a Restricted Stock Award (“RSA”) that vest on time only (over a five-year period from the date of grant) | Tying a majority of our equity awards to pre-established corporate financial objectives which drive long-term shareholder returns should more closely align the long-term interests of our executive officers and our shareholders | | Vesting of PSA shares tied to increases in the Company’s Organic Revenue growth (as further defined in the applicable award agreement) and compound annual growth rate of the Company’s cumulative diluted earnings per share, excluding any impact for changes in acquisition earn-out liabilities, in each case measured over a three-year period beginning January 1, 2023 | Organic Revenue growth and cumulative diluted earnings per share are easily understandable, directly influenced by our executive officers and are intended to drive our long-term shareholder value | | PSAs granted to our executive officers contemplate a minimum payout of 0% and a maximum payout of 200% based upon the level of performance of each performance condition during the three-year measurement period | Payouts for above-target performance motivate our executive officers to overperform; recognition of performance that may be less than target | | PSAs are subject to both performance-based and time-based vesting conditions. In addition to the performance conditions described above, PSAs granted in February 2023 are subject to an additional time-based, cliff vesting condition requiring five years of continuous employment from the date of grant | A combination of performance- and time-based vesting conditions is intended to achieve a strong alignment between pay and performance and incentivize the long-term retention of our executive officers and key employees | | RSAs are subject to a cliff vesting condition requiring five years of continuous employment from the date of grant; RSA recipients acquired voting and dividend rights at the time of grant but cannot dispose of the shares | Equity awards with time-based vesting conditions continue to operate as a complement to our traditional equity awards characterized by both performance-based and time-based vesting conditions to further incentivize and reward key personnel; continued inclusion of a longer-term equity award (e.g., five years) helps attract, motivate and retain individuals whose performance drives our results | | For certain executive officers aged 60 and older, equity awards are structured as performance stock units (“PSUs”) and restricted stock units (“RSUs”), rather than as PSAs and RSAs, to allow for the payment of awards following an executive officer’s qualified retirement | Allowing for the payment of awards following an executive officer’s qualified retirement more effectively rewards and incentivizes executive officers who are approaching an age at which retirement is more likely |

  60. 2023 Equity Incentive Grants

    We do not grant equity awards in anticipation of the release of material non-public information, and we do not time the release of material non-public information based on equity award grant dates.

  61. February 2023 Equity Incentive Grants

    February 2023 Equity Incentive Grants Based upon the recommendation of our Chief Executive Officer and, with respect to our Chief Executive Officer, based upon the Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance, as well as input from FW Cook, the following long-term equity incentive awards for our Named Executive Officers were approved by our Compensation Committee in February 2023:

  62. February 2023 Equity Incentive Grants

    | Executive Officer | 2023 Performance Award (75%) | 2023 Restricted Award (25%) | Total 2023 Long-Term Equity Incentive Awards (100%) | Total 2022 Long-Term Equity Incentive Awards(1) | Change | | J. Powell Brown(2) | $2,250,000 | $750,000 | $3,000,000 | $3,000,000 | $— | | R. Andrew Watts(2) | $750,000 | $250,000 | $1,000,000 | $700,000 | $300,000(3) | | P. Barrett Brown(2) | $375,000 | $125,000 | $500,000 | $500,000 | $— | | J. Scott Penny(2) | $375,000 | $125,000 | $500,000 | $500,000 | $— | | Chris L. Walker(4) | $375,000 | $125,000 | $500,000 | $500,000 | $— |

  63. February 2023 Equity Incentive Grants

    | (1) The amounts reported in this column do not include the off-cycle, long-term equity incentive awards, effective January 1, 2022, valued at $2,000,000 and granted to each of Messrs. Watts, Barrett Brown, Penny and Walker, which were granted in recognition of the exceptional performance during 2021 of each such Named Executive Officer, the Company and/or the offices over which each such Named Executive Officers had oversight responsibility during 2021, as well as the Company’s strong total shareholder returns during the preceding several years. |

  64. February 2023 Equity Incentive Grants

    | (2) The long-term equity incentive awards for Messrs. Powell Brown, Watts, Barrett Brown and Penny are structured as PSAs and RSAs, for which vesting is conditioned upon the grantee’s continuous employment for five years following the date of grant. |

  65. February 2023 Equity Incentive Grants

    | (3) The decision to increase Mr. Watts’ 2023 long-term equity incentive award from $700,000 to $1,000,000 was based upon the October 2022 Comparative Market Assessment and the fact that 2022 target total pay for Mr. Watts was below the market median. |

  66. February 2023 Equity Incentive Grants

    | (4) The Compensation Committee determined that to better reward and retain Mr. Walker, who is 66 years old, it was desirable to grant him PSUs and RSUs, which allow for the payment following his qualified retirement of PSUs that become awarded PSUs and the RSUs. If Mr. Walker’s retirement occurs before the third anniversary of the date of grant, the PSUs that become awarded PSUs and the RSUs will be paid to Mr. Walker on the second anniversary of his retirement, subject to Mr. Walker being in good standing with the Company as of the date of such payment; if Mr. Walker’s retirement occurs after the third anniversary of the date of grant, the PSUs that become awarded PSUs and the RSUs will be paid to Mr. Walker on the fifth anniversary of the date of grant, subject to Mr. Walker being in good standing with the Company as of the date of such payment. |

  67. Equity Incentive Plan Outcomes in 2023

    Equity Incentive Plan Outcomes in 2023 In February 2020, certain of our Named Executive Officers received grants of restricted stock under our 2010 SIP, which included performance conditions of vesting based upon the following, in each case excluding items (for example, extraordinary, nonrecurring items) the Compensation Committee determines to be appropriately disregarded for all grants subject to this vesting condition: (i) the Company’s average Organic Revenue growth (“Average Organic Revenue Growth”) and (ii) the compounded annual growth rate (“CAGR”) of our earnings per share, excluding the impact of the change in estimated acquisition earn-out payables and any other items (for example, extraordinary, nonrecurring items) that the Compensation Committee determines to be appropriately disregarded for all grants subject to this vesting condition (“Adjusted EPS”). Under the applicable award agreements, the performance condition is satisfied (i) for one-half of the shares granted based our Average Organic Revenue Growth during the three-year performance period ending December 31, 2022, as follows:

  68. Equity Incentive Plan Outcomes in 2023

    | Performance Level | Average Organic Revenue Growth | Awarded Percentage of Tranche 1 Performance Shares | | Maximum | Equal to or greater than 5.5% | 200% | | High Target | 4.5% | 120% | | Target | 4.0% | 100% | | Low Target | 3.5% | 80% | | Threshold | 2.5% | 50% | | No Payout | Less than 2.5% | 0% |

  69. Equity Incentive Plan Outcomes in 2023

    and (ii) for one-half of the shares granted based on the CAGR of our Adjusted EPS during the three-year performance period ending December 31, 2022, as follows:

  70. Equity Incentive Plan Outcomes in 2023

    | Performance Level | Adjusted EPS | CAGR | Awarded Percentage of Tranche 2 Performance Shares | | Maximum | Equal to or greater than $5.33 | Equal to or greater than 12.0% | 200% | | High Target | $5.13 | 10.0% | 120% | | Target | $4.99 | 8.5% | 100% | | Low Target | $4.85 | 7.0% | 80% | | Threshold | $4.76 | 6.0% | 50% | | No Payout | Less than $4.76 | Less than 6.0% | 0% |

  71. Equity Incentive Plan Outcomes in 2023

    If the actual performance level for each performance condition falls in between any of the performance levels, the percentage of shares that are awarded is determined based on straight-line interpolation. In February 2023, the Compensation Committee determined that:

  72. Equity Incentive Plan Outcomes in 2023

    | • | our cumulative Average Organic Revenue Growth, which in 2021 and 2022, excluded Foreign Currency Translation, and which in 2022, included guaranteed supplemental commissions (“GSCs”) as part of core commissions and fees, and, therefore, as a component of Average Organic Sales Growth, during the performance period was 7.4% and, therefore, fell above the maximum performance level, resulting in a payout percentage of 200% of the target and |

  73. Equity Incentive Plan Outcomes in 2023

    | • | our Adjusted EPS, which in 2020 excluded a legal judgment entered into against the Company in 2020 for approximately $6.6 million (the “2020 Legal Matter”), and which in 2022 excluded the positive impact of the decrease in expense we recognized related to the 2020 Legal Matter and the negative impact of Acquisition/Integration Costs, during the performance period was $6.16 and, therefore, fell above the maximum performance level, resulting in a payout percentage of 200% of the target. |

  74. Equity Incentive Plan Outcomes in 2023

    The Compensation Committee concluded that it was desirable to make certain adjustments in the calculations of the Company’s actual performance, as follows:

  75. Equity Incentive Plan Outcomes in 2023

    | • | Average Organic Revenue Growth excluded Foreign Currency Translation because fluctuations in Foreign Currency Translation are not related to the performance of the Company and |

  76. Equity Incentive Plan Outcomes in 2023

    | • | Average Organic Revenue Growth included GSCs as part of core commissions and fees, and, therefore, as a component of Average Organic Sales Growth to align the treatment of GSCs with incentives received for the placement of employee benefits coverage, as how the Company earns GSCs and other incentives is substantially identical. |

  77. Equity Incentive Plan Outcomes in 2023

    | • | Adjusted EPS excluded the negative after-tax impact of the 2020 Legal Matter in 2020 and the positive impact of the decrease in expense we recognized related to the 2020 Legal Matter in 2022 because the underlying legal matter was related to the pre-acquisition activities of a business we acquired in 2012 and was not related to the performance of the Company and |

  78. Equity Incentive Plan Outcomes in 2023

    | • | Adjusted EPS excluded the negative impact of Acquisition/Integration Costs in 2022 because these costs were related to the Company’s acquisition of these business, and not the underlying performance of the businesses themselves, and the fact that they were not expected to occur on an ongoing basis in the future. |

  79. Equity Incentive Plan Outcomes in 2023

    Upon the Compensation Committee’s certification of these performance conditions, the following Named Executive Officers gained dividend rights and voting entitlement with respect to the indicated number of shares: Mr. Powell Brown – 92,764; Mr. Watts – 21,644; Mr. Barrett Brown – 15,460; Mr. Penny – 15,460 and Mr. Walker – 15,460. Except in limited circumstances, these shares will become fully vested on February 21, 2025, provided, the grantee remains continuously employed by us until such date. See Annex A for additional information regarding Adjusted EPS, Organic Revenue growth and Organic Revenue growth – adjusted, which are non-GAAP financial measures, including a reconciliation to the most closely comparable GAAP financial measure.

  80. Results of the January 2024 Comparative Market Assessment

    | • | The total 2023 direct compensation for Messrs. Powell Brown and Watts, which includes their base salary, target cash incentive amount and target long-term equity incentives, was below the peer group median and the general industry median. |

  81. Results of the January 2024 Comparative Market Assessment

    | • | The total 2023 direct compensation for Messrs. Barrett Brown and Walker was below the peer group median, which the Compensation Committee concluded offered the most direct comparison for each of them, given the limited availability of comparable pay data among the general industry for each of their roles. |

  82. Results of the January 2024 Comparative Market Assessment

    | • | The total 2023 direct compensation for Mr. Penny was only slightly higher than the peer group median, which the Compensation Committee concluded offered the most direct comparison for him, given the limited availability of comparable pay data among the general industry for his role. |

  83. 2024 Annual Cash Incentives

    2024 Annual Cash Incentives In February 2024, the Compensation Committee determined not to change the components of our annual executive officer cash incentives or the weighting of each component. However, based upon the recommendation of our Chief Executive Officer and, with respect to our Chief Executive Officer, based upon the Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance, as well as input from FW Cook, the following target cash incentive amounts for our Named Executive Officers were approved by our Compensation Committee in February 2024:

  84. 2024 Annual Cash Incentives

    | Executive Officer | 2024 Target Cash Incentive Amount | 2023 Target Cash Incentive Amount | Change | | J. Powell Brown | $3,750,000 | $3,000,000 | $750,000(1) | | R. Andrew Watts | $1,000,000 | $850,000 | $150,000(2) | | P. Barrett Brown | $1,800,000 | $1,400,000 | $400,000(3) | | J. Scott Penny | $1,000,000 | $900,000 | $100,000(4) | | Chris L. Walker | $1,400,000 | $1,000,000 | $400,000(5) |

  85. 2024 Annual Cash Incentives

    | (1) The decision to increase Mr. Powell Brown’s 2024 target cash incentive amount from $3,000,000 to $3,750,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Powell Brown is slightly higher than the peer group median but less than the general industry median. |

  86. 2024 Annual Cash Incentives

    | (2) The decision to increase Mr. Watts’ 2024 target cash incentive amount from $850,000 to $1,000,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Watts is below the peer group median and the general industry median. |

  87. 2024 Annual Cash Incentives

    | (3) The decision to increase Mr. Barrett Brown’s 2024 target cash incentive amount from $1,400,000 to $1,800,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Barrett Brown is below the peer group median. |

  88. 2024 Annual Cash Incentives

    | (4) The decision to increase Mr. Penny’s 2024 target cash incentive amount from $900,000 to $1,000,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Penny is only slightly higher than the peer group median. |

  89. 2024 Annual Cash Incentives

    | (5) The decision to increase Mr. Walker’s 2024 target cash incentive amount from $1,000,000 to $1,400,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Walker is below the peer group median. |

  90. 2024 Equity Incentive Grants

    2024 Equity Incentive Grants Based upon the recommendation of our Chief Executive Officer and, with respect to our Chief Executive Officer, based upon the Compensation Committee’s annual evaluation of our Chief Executive Officer’s performance, as well as input from FW Cook, the following long-term equity incentive awards for our Named Executive Officers were approved by our Compensation Committee in the first quarter of 2024:

  91. 2024 Equity Incentive Grants

    | Executive Officer | 2024 Performance Award (75%) | 2024 Restricted Award (25%) | Total 2024 Long-Term Equity Incentive Awards (100%) | Total 2023 Long-Term Equity Incentive Awards | Change | | J. Powell Brown(1) | $2,250,000 | $750,000 | $3,000,000 | $3,000,000 | $— | | R. Andrew Watts(1) | $975,000 | $325,000 | $1,300,000 | $1,000,000 | $300,000(2) | | P. Barrett Brown(1) | $525,000 | $175,000 | $700,000 | $500,000 | $200,000(3) | | J. Scott Penny(1) | $375,000 | $125,000 | $500,000 | $500,000 | $— | | Chris L. Walker(4) | $825,000 | $275,000 | $1,100,000 | $500,000 | $600,000(5) |

  92. 2024 Equity Incentive Grants

    | (1) The long-term equity incentive awards for Messrs. Powell Brown, Watts, Barrett Brown and Penny are structured as PSAs and RSAs, for which vesting is conditioned upon the grantee’s continuous employment for five years following the date of grant. |

  93. 2024 Equity Incentive Grants

    | (2) The decision to increase Mr. Watts’ 2024 long-term equity incentive award from $1,000,000 to $1,300,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Watts was below the peer group median and the market median. |

  94. 2024 Equity Incentive Grants

    | (3) The decision to increase Mr. Barrett Brown’s 2024 long-term equity incentive award from $500,000 to $700,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2022 target total pay for Mr. Barrett Brown was below the peer group median. |

  95. 2024 Equity Incentive Grants

    | (4) The Compensation Committee determined that to better reward and retain Mr. Walker, who is 66 years old, it was desirable to grant him PSUs and RSUs, which allow for the payment following his qualified retirement of PSUs that become awarded PSUs and the RSUs. If Mr. Walker’s retirement occurs before the third anniversary of the date of grant, the PSUs that become awarded PSUs and the RSUs will be paid to Mr. Walker on the second anniversary of his retirement, subject to Mr. Walker being in good standing with the Company as of the date of such payment; if Mr. Walker’s retirement occurs after the third anniversary of the date of grant, the PSUs that become awarded PSUs and the RSUs will be paid to Mr. Walker on the fifth anniversary of the date of grant, subject to Mr. Walker being in good standing with the Company as of the date of such payment. |

  96. 2024 Equity Incentive Grants

    | (5) The decision to increase Mr. Walker’s 2024 long-term equity incentive award was based upon the January 2024 Comparative Market Assessment and the fact that 2022 target total pay for Mr. Walker was below the peer group median. Mr. Walker’s 2024 long-term equity incentive award includes a one-time incremental award of $500,000 granted in March 2024 in recognition of Mr. Walker’s outstanding individual performance during 2023 and the outstanding performance during 2023 of the offices for which Mr. Walker had responsibility. |

  97. Dividend Payments on Unvested Stock Awards

    Dividend Payments on Unvested Stock Awards The Named Executive Officers receive dividends on unvested shares, or dividend equivalents on unvested units, granted pursuant to the Company’s equity incentive compensation plans (i) that have exclusively time-based vesting requirements (e.g., time-based RSAs or RSUs) or (ii) for which the applicable performance conditions have been satisfied in accordance with the applicable award agreements, but the time-based vesting requirements have not been satisfied (e.g., performance-based PSAs or PSUs).

  98. Payments Upon Termination or Change in Control

    Payments Upon Termination or Change in Control With the exception of Mr. Walker and Mr. Watts, all of the Named Executive Officers have employment agreements with the Company that include change-in-control provisions. The terms of our employment agreements with our Named Executive Officers are described below in “Employment and Deferred Compensation Agreements.” The 2010 SIP and 2019 SIP provide for double-trigger vesting under which all participants, including all of the Named Executive Officers, would become vested in the following amounts if the participant’s service with us is involuntarily or constructively terminated (other than for specified causes, as set forth in the 2010 SIP and 2019 SIP) within 12 months after a change-in-control transaction, which is defined in each plan and designated as a “Transfer of Control” in the 2010 SIP and a “Change in Control” the 2019 SIP:

  99. Payments Upon Termination or Change in Control

    | • | for all grants, except those performance-based restricted stock grants in or after February 2022, 100% of all unvested restricted stock grants granted pursuant to such 2010 SIP or 2019 SIP grants agreements and |

  100. Payments Upon Termination or Change in Control

    | • | for all performance-based restricted stock grants in or after February 2022, the greater of: (a) 100% of such unvested restricted stock grants or (b) the percentage of unvested restricted stock grants determined in accordance with the applicable performance schedule based upon the actual level of achievement (up to the applicable maximum level of achievement) from the first day of the performance period to the date on which the change-in-control transaction occurs. |

  101. Payments Upon Termination or Change in Control

    For information concerning the value of the vested shares that each of the Named Executive Officers would have under the 2010 SIP and the 2019 SIP in the event that termination of employment after a change-in-control transaction had occurred on the last business day of 2023, see the table titled “Potential Payments Upon Termination or Change in Control – 2023.” The PSP (which was terminated in 2010) provides that all outstanding grants of PSP stock shall become fully vested and non-forfeitable in the event of: (i) the Company’s entry into any agreement to sell all or substantially all of its assets or to enter into any merger, consolidation, reorganization, division or other corporate transaction in which Company stock is converted into another security or into the right to receive securities or property, where such agreement does not provide for the assumption or substitution of PSP stock; (ii) any tender or exchange offer for the Company’s stock accepted by a majority of the shareholders of the Company; or (iii) the death of J. Hyatt Brown and the subsequent sale by his estate, his wife, his lineal descendants, any trust created for his benefit during his lifetime, or any combination of the foregoing, of the Company stock owned by J. Hyatt Brown prior to his death. The PSP further provides that if any shares of PSP stock become fully vested and non-forfeitable because of the occurrence of these events, the Company shall pay to the holders of such shares, within 60 days of the occurrence of such event, the full amount of any federal and state income tax liability incurred by such holder as a result of such vesting, including, without limitation, any excise tax with respect to such vesting (e.g., under Internal Revenue Code Section 4999 and any successor provision) as well as the amount of any tax liability with respect to such “gross-up” payment. This excise tax gross-up provision is a legacy provision that applies only to awards that were granted under the PSP prior to its suspension in 2010, and no new agreements that contain excise tax gross-up provisions have been entered into, and no previous agreements containing such legacy provisions have been materially amended. Additionally, the PSP provides that in the event of any “Change in Control” (as defined in the PSP, and excluding the triggering events described above), the Board thereafter shall have the right to take such action with respect to any shares of PSP stock that are forfeitable, or all such shares of PSP stock, as the Board in its discretion deems appropriate under the circumstances to protect the interests of the Company in maintaining the integrity of the awards under the PSP. The PSP further states that the Board shall have the right to take different action with respect to different “Key Employees” (as defined in the PSP) or different groups of “Key Employees,” as the Board in its discretion deems appropriate under the circumstances. For information concerning the value of the vested PSP stock that each of the Named Executive Officers would have in the event that one of the triggering events described above occurred on the last business day of 2023, see the table titled “Potential Payments Upon Termination or Change in Control – 2023.”

  102. MESSRS. POWELL BROWN, BARRETT BROWN AND PENNY

    MESSRS. POWELL BROWN, BARRETT BROWN AND PENNY Messrs. Powell Brown and Penny entered into new employment agreements with the Company in 2014, and Mr. Barrett Brown entered into a new employment agreement with the Company in 2015, in each case replacing previous employment agreements that had different terms. Compensation under these agreements is not specified, but rather is to be agreed upon between the Company and the executive from time to time. See “Compensation Discussion and Analysis” for information concerning the considerations affecting the compensation of the Named Executive Officers. The agreements include a provision that states that in the event of a “Change in Control,” defined as a circumstance in which the holders of more than 50% of the voting stock of the Company before the transaction closes hold less than 50% of the voting stock of the Company after the transaction closes, if the resulting entity employs executives with duties similar in character, classification or responsibilities to the Named Executive Officer’s, the Agreement shall be deemed modified to provide the Named Executive Officer with “equivalent terms and benefits to those of similar executives.” The new employment agreements include, among other provisions, restrictive covenants prohibiting the solicitation or diversion of business or employees for a period of two years following voluntary or involuntary separation from employment and also prohibit disclosure of confidential information. These agreements may be terminated by either party at any time, with or without cause or advance notice.

  103. Summary Compensation Table 2021-2023

    Summary Compensation Table 2021-2023

  104. Summary Compensation Table 2021-2023

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($)(2) | Total ($) | | J. Powell Brown Chief Executive Officer and President | 2023 | 1,000,000 | — | 2,941,861 | 5,500,000 | 344,884 | 9,786,745 | | | 2022 | 1,000,000 | — | 2,953,648 | 2,501,000 | 286,985 | 6,741,633 | | | 2021 | 1,000,000 | 1,020,000 | 2,940,017 | 3,980,000 | 261,018 | 9,201,035 | | R. Andrew Watts Chief Financial Officer Executive Vice President and Treasurer | 2023 | 648,077 | — | 980,620 | 1,559,000 | 81,161 | 3,268,858 | | | 2022 | 600,000 | 60,000 | 2,689,057 | 981,000 | 78,459 | 4,408,516 | | | 2021 | 600,000 | 300,000 | 832,964 | 1,393,000 | 66,103 | 3,192,067 | | P. Barrett Brown Executive Vice President and President – Retail Segment | 2023 | 800,000 | — | 490,253 | 2,100,000 | 47,475 | 3,437,728 | | | 2022 | 798,077 | — | 2,492,134 | 1,489,000 | 331,134 | 5,110,345 | | | 2021 | 700,000 | 500,000 | 489,957 | 1,991,000 | 33,854 | 3,714,811 | | J. Scott Penny Executive Vice President and Chief Acquisitions Officer | 2023 | 700,000 | — | 490,253 | 1,651,000 | 86,942 | 2,928,195 | | | 2022 | 698,077 | 20,000 | 2,492,134 | 1,261,000 | 89,583 | 4,560,794 | | | 2021 | 600,000 | 450,000 | 489,957 | 1,792,000 | 61,394 | 3,393,351 | | Chris L. Walker Executive Vice President and President – National Programs Segment | 2023 | 800,000 | 300,000 | 490,253 | 1,834,000 | 30,233 | 3,454,486 | | | 2022 | 798,077 | — | 2,492,134 | 1,501,000 | 41,666 | 4,832,877 | | | 2021 | 700,000 | 500,000 | 489,957 | 1,991,000 | 51,405 | 3,732,362 |

  105. Summary Compensation Table 2021-2023

    | (1) Amounts shown under the “Stock Awards” column reflect the aggregate grant date fair value of awards computed in accordance with Statement of Financial Accounting Standards ASC Topic 718 (formerly “SFAS 123(R)”) with respect to stock granted under the 2019 SIP to our Named Executive Officers rather than the dollar amount recognized during the fiscal year for financial statement purposes. The assumptions used for the valuations are set forth in Note 12 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. See “Compensation Discussion and Analysis” and the “Outstanding Equity Awards at Fiscal Year-End – 2023” table for information with respect to stock granted under the PSP, the 2010 SIP and the 2019 SIP prior to 2023. For awards that are performance based, the indicated grant date fair value amounts assume that the target level of performance will be achieved. |

  106. Summary Compensation Table 2021-2023

    | Amounts shown under the “Stock Awards” column include the aggregate grant date fair value of all awards. For 2021, 2022 and 2023, a portion of the shares granted to each Named Executive Officer were either PSAs or PSUs, and portion of the shares granted to each Named Executive Officer were either RSAs or RSUs. Assuming the highest level of performance conditions will be achieved for the PSAs and PSUSs in this column (200% for 2021, 2022 and 2023), the grant date fair value for each Named Executive Officer, including both PSAs or PSUs, as applicable, and RSAs or RSUs, as applicable, would be as follows: |

  107. Summary Compensation Table 2021-2023

    | Name | Fiscal Year | Maximum Value ($) | Fiscal Year* | Maximum Value ($) | Fiscal Year | Maximum Value ($) | | J. Powell Brown | 2021 | 5,130,071 | 2022 | 5,157,334 | 2023 | 5,133,724 | | R. Andrew Watts | 2021 | 1,453,454 | 2022 | 3,203,216 | 2023 | 1,711,241 | | P. Barrett Brown | 2021 | 854,951 | 2022 | 2,859,372 | 2023 | 855,536 | | J. Scott Penny | 2021 | 854,951 | 2022 | 2,859,372 | 2023 | 855,536 | | Chris L. Walker | 2021 | 854,951 | 2022 | 2,859,372 | 2023 | 855,536 |

  108. Summary Compensation Table 2021-2023

    | * The long-term equity incentive awards reported for 2022 include the time-based-only long-term equity incentive awards, effective January 1, 2022, each with a grant date fair value of $1,999,958 and granted to each of Messrs. Watts, Barrett Brown, Penny and Walker. The Compensation Committee’s decision to approve these off-cycle long-term equity incentive awards was based upon the exceptional performance during 2021 of each such Named Executive Officer, the Company and/or the offices over which each such Named Executive Officers had oversight responsibility during 2021, as well as the Company’s strong total shareholder returns during the preceding several years. Unlike the long-term equity incentive awards the Compensation Committee generally grants in February of each year, which typically vest five years following the date of grant, these long-term equity grants have a 7.5-year incremental vesting period, which is intended to further incentivize the long-term retention of our Named Executive Officers. |

  109. Summary Compensation Table 2021-2023

    | (2) These dollar amounts include the items identified in the table titled “All Other Compensation Table – 2023.” |

  110. Grants of Plan-Based Awards in Fiscal 2023

    Grants of Plan-Based Awards in Fiscal 2023 The following table provides information about the range of possible annual incentive cash payouts in respect of 2023 performance, the range of shares that may be earned pursuant to the stock grants made to our Named Executive Officers under our 2019 SIP in 2023 and the grant date fair value of these stock grants computed under Statement of Financial Accounting Standards ASC Topic 718 (formerly “SFAS 123(R)”).

  111. Grants of Plan-Based Awards in Fiscal 2023

    | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | Grant Date Fair Value of Stock Awards ($)(5) | | Name | Grant Date | Threshold ($)(3) | Target ($) | Maximum ($)(4) | Threshold (#) | Target (#) | Maximum (#) | | | J. Powell Brown | 2/20/23 | 0 | 3,000,000 | 6,000,000 | | | | | | | 2/20/23 | | | | 0 | 39,015 | 78,030 | 2,191,863 | | | 2/20/23 | | | | — | 13,005 | 13,005 | 749,998 | | R. Andrew Watts | 2/20/23 | 0 | 850,000 | 1,700,000 | | | | | | | 2/20/23 | | | | 0 | 13,005 | 26,010 | 730,621 | | | 2/20/23 | | | | — | 4,335 | 4,335 | 249,999 | | P. Barrett Brown | 2/20/23 | 0 | 1,400,000 | 2,800,000 | | | | | | | 2/20/23 | | | | 0 | 6,502 | 13,004 | 365,282 | | | 2/20/23 | | | | — | 2,167 | 2,167 | 124,971 | | J. Scott Penny | 2/20/23 | 0 | 900,000 | 1,800,000 | | | | | | | 2/20/23 | | | | 0 | 6,502 | 13,004 | 365,282 | | | 2/20/23 | | | | — | 2,167 | 2,167 | 124,971 | | Chris L. Walker | 2/20/23 | 0 | 1,000,000 | 2,000,000 | | | | | | | 2/20/23 | | | | 0 | 6,502 | 13,004 | 365,282 | | | 2/20/23 | | | | — | 2,167 | 2,167 | 124,971 |

  112. Grants of Plan-Based Awards in Fiscal 2023

    | (1) For additional information related to the annual cash incentive awards including performance targets and measures, see “Compensation Discussion and Analysis.” |

  113. Grants of Plan-Based Awards in Fiscal 2023

    | (2) The “Estimated Future Payouts Under Equity Incentive Plan Awards” column shows the range of shares that may be earned pursuant to the stock awards granted under our 2019 SIP in 2023. For additional information related to these grants, see “Compensation Discussion and Analysis.” |

  114. Grants of Plan-Based Awards in Fiscal 2023

    | (3) For additional information related to the annual cash incentive awards including performance targets and measures, see “Compensation Discussion and Analysis.” |

  115. Grants of Plan-Based Awards in Fiscal 2023

    | (4) For additional information related to the annual cash incentive awards including performance targets and measures, see “Compensation Discussion and Analysis.” |

  116. Grants of Plan-Based Awards in Fiscal 2023

    | (5) The “Grant Date Fair Value of Stock Awards” column shows the full grant date fair value of the shares granted to our Named Executive Officers under our 2019 SIP in 2023. The grant date fair value of the awards is determined under Statement of Financial Accounting Standards ASC Topic 718 (formerly “SFAS 123(R)”) and represents the amount we would expense in our financial statements over the vesting schedule for the grants. In accordance with SEC rules, the amounts in this column reflect the actual ASC 718 accounting cost without reduction for estimates of forfeitures related to service-based vesting conditions. The amounts reflect our accounting for these grants and do not correspond to the actual values that may be realized by the grantees. |

  117. Outstanding Equity Awards at Fiscal Year-End – 2023

    Outstanding Equity Awards at Fiscal Year-End – 2023

  118. Outstanding Equity Awards at Fiscal Year-End – 2023

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | J. Powell Brown | — | — | — | — | — | 7/21/2009 | 32,000(3) | 2,275,520 | | | | | | | | | | 7/21/2009 | 299,264(4) | 21,280,663 | | | | | | | | | | 2/25/2019 | 16,943(5) | 1,204,817 | | | | | | | | | | 2/25/2019 | 101,660(6) | 7,229,043 | | | | | | | | | | 2/21/2020 | 15,460(7) | 1,099,361 | | | | | | | | | | 2/21/2020 | 92,764(8) | 6,596,448 | | | | | | | | | | 2/23/2021 | 16,240(9) | 1,154,826 | | | | | | | | | | 2/21/2022 | 11,339(10) | 806,316 | | | | | | | | | | 2/20/2023 | 13,005(11) | 924,786 | | | | | | | | | | 2/23/2021 | | | 97,444(12) | 6,929,243 | | | | | | | | 2/21/2022 | | | 68,036(13) | 4,838,040 | | | | | | | | 2/20/2023 | | | 78,030(14) | 5,548,713 | | R. Andrew Watts | — | — | — | — | — | 2/25/2019 | 5,083(5) | 361,452 | | | | | | | | | | 2/25/2019 | 30,498(6) | 2,168,713 | | | | | | | | | | 2/21/2020 | 3,607(7) | 256,494 | | | | | | | | | | 2/21/2020 | 21,644(8) | 1,539,105 | | | | | | | | | | 2/23/2021 | 4,601(9) | 327,177 | | | | | | | | | | 1/1/2022 | 28,457(15) | 2,023,577 | | | | | | | | | | 2/21/2022 | 2,645(10) | 188,086 | | | | | | | | | | 2/20/2023 | 4,335(11) | 308,262 | | | | | | | | | | 2/23/2021 | | | 27,608(12) | 1,963,205 | | | | | | | | 2/21/2022 | | | 15,874(13) | 1,128,800 | | | | | | | | 2/20/2023 | | | 26,010(14) | 1,849,571 | | P. Barrett Brown | — | — | — | — | — | 2/25/2019 | 2,541(5) | 180,691 | | | | | | | | | | 2/25/2019 | 15,248(6) | 1,084,285 | | | | | | | | | | 2/21/2020 | 2,576(7) | 183,179 | | | | | | | | | | 2/21/2020 | 15,460(8) | 1,099,361 | | | | | | | | | | 2/23/2021 | 2,706(9) | 192,424 | | | | | | | | | | 1/1/2022 | 28,457(15) | 2,023,577 | | | | | | | | | | 2/21/2022 | 1,889(10) | 134,327 | | | | | | | | | | 2/20/2023 | 2,167(11) | 154,095 | | | | | | | | | | 2/23/2021 | | | 16,240(12) | 1,154,826 | | | | | | | | 2/21/2022 | | | 11,338(13) | 806,245 | | | | | | | | 2/20/2023 | | | 13,004(14) | 924,714 |

  119. Outstanding Equity Awards at Fiscal Year-End – 2023

    | | Option Awards | | | | | Stock Awards | | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2) | | J. Scott Penny | — | — | — | — | — | 2/25/2019 | 3,812(5) | 271,071 | | | | | | | | | | 2/25/2019 | 22,872(6) | 1,626,428 | | | | | | | | | | 2/21/2020 | 2,576(7) | 183,179 | | | | | | | | | | 2/21/2020 | 15,460(8) | 1,099,361 | | | | | | | | | | 2/23/2021 | 2,706(9) | 192,424 | | | | | | | | | | 1/1/2022 | 28,457(15) | 2,023,577 | | | | | | | | | | 2/21/2022 | 1,889(10) | 134,327 | | | | | | | | | | 2/20/2023 | 2,167(11) | 154,095 | | | | | | | | | | 2/23/2021 | | | 16,240(12) | 1,154,826 | | | | | | | | 2/21/2022 | | | 11,338(13) | 806,245 | | | | | | | | 2/20/2023 | | | 13,004(14) | 924,714 | | Chris L. Walker | — | — | — | — | — | 2/25/2019 | 3,812(5) | 271,071 | | | | | | | | | | 2/25/2019 | 4,572(6) | 325,115 | | | | | | | | | | 2/21/2020 | 2,576(7) | 183,179 | | | | | | | | | | 2/21/2020 | 6,184(8) | 439,744 | | | | | | | | | | 2/23/2021 | 2,706(9) | 192,424 | | | | | | | | | | 1/1/2022 | 28,457(16) | 2,023,577 | | | | | | | | | | 2/21/2022 | 1,889(17) | 134,327 | | | | | | | | | | 2/20/2023 | 2,167(18) | 154,095 | | | | | | | | | | 2/23/2021 | | | 16,240(12) | 1,154,826 | | | | | | | | 2/21/2022 | | | 11,338(19) | 806,245 | | | | | | | | 2/20/2023 | | | 13,004(20) | 924,714 |

  120. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (1) The market value shown was determined by multiplying the number of shares of stock that have not vested by $71.11, the closing market price of our common stock on December 31, 2023. |

  121. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (2) The market value shown was determined by multiplying the number of unearned stock shares (at target) by $71.11, the closing market price of our common stock on December 31, 2023. |

  122. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (3) These PSAs will vest on July 21, 2029, the 20th anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of the attainment of age 64, death or disability, or in the event of (i) the Company’s entry into any agreement to sell all or substantially all of its assets or to enter into any merger, consolidation, reorganization, division or other corporate transaction in which Company stock is converted into another security or into the right to receive securities or property, where such agreement does not provide for the assumption or substitution of PSP stock; (ii) any tender or exchange offer for the Company’s stock accepted by a majority of the shareholders of the Company; or (iii) the death of Mr. Hyatt Brown and the subsequent sale by his estate, his wife, his lineal descendants, any trust created for his benefit during his lifetime, or any combination of the foregoing, of the Company stock owned by Mr. Hyatt Brown prior to his death. |

  123. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (4) These PSAs will vest on July 21, 2029, the 20th anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of the attainment of age 64, death or disability, or in the event of (i) the Company’s entry into any agreement to sell all or substantially all of its assets or to enter into any merger, consolidation, reorganization, division or other corporate transaction in which Company stock is converted into another security or into the right to receive securities or property, where such agreement does not provide for the assumption or substitution of PSP stock; (ii) any tender or exchange offer for the Company’s stock accepted by a majority of the shareholders of the Company; or (iii) the death of Mr. Hyatt Brown and the subsequent sale by his estate, his wife, his lineal descendants, any trust created for his benefit during his lifetime, or any combination of the foregoing, of the Company stock owned by Mr. Hyatt Brown prior to his death. |

  124. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (5) These RSAs vested on February 25, 2024, the fifth anniversary of the grant date. |

  125. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (6) These PSAs vested on February 25, 2024, the fifth anniversary of the grant date. |

  126. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (7) These RSAs will vest on February 21, 2025, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  127. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (8) These PSAs will vest on February 21, 2025, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of the attainment of age 64, death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  128. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (9) These RSAs will vest on February 23, 2026, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  129. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (10) These RSAs will vest on February 21, 2027, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  130. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (11) These RSAs will vest on February 20, 2028, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  131. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (12) The amount shown represents the maximum number of PSAs that could have been earned during the three-year performance period of January 1, 2021, to December 31, 2023. The actual number of PSAs earned could have been between 0% and 200% of target based on the Average Organic Revenue Growth and Adjusted EPS during the performance period, as set forth in the applicable award agreements and as determined by the Compensation Committee. In February 2024, the Compensation Committee determined the Average Organic Revenue Growth and Adjusted EPS during the performance period fell above the maximum performance levels, resulting in a payout percentage of 200% of the target. For all named executive officers other than Mr. Walker, these earned PSAs will vest on February 23, 2026, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of the attainment of age 64, death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. For Mr. Walker, who has already attained age 64, 60% of these earned PSAs vested on February 23, 2024, the third anniversary of the grant date, and the remaining 40% of these earned PSAs will vest two equal increments on February 23, 2025 and February 23, 2026, the fourth and fifth anniversaries of the grant date, respectively, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of Mr. Walker’s death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  132. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (13) The amount shown represents the maximum number of PSAs that can be earned during the three-year performance period of January 1, 2022, to December 31, 2024. The actual number of PSAs earned will be between 0% and 200% of target based on the Average Organic Revenue Growth and Adjusted EPS during the performance period, as set forth in the applicable award agreements and as determined by the Compensation Committee. Performance for 2022 and 2023 was above target but the results could change during the remaining year of the performance period. Earned PSAs will vest on February 21, 2027, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of the attainment of age 64, death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  133. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (14) The amount shown represents the maximum number of PSAs that can be earned during the three-year performance period of January 1, 2023, to December 31, 2025. The actual number of PSAs earned will be between 0% and 200% of target based on the Average Organic Revenue Growth and Adjusted EPS during the performance period, as set forth in the applicable award agreements and as determined by the Compensation Committee. Performance for 2023 was above target but the results could change during the remaining two years of the performance period. Earned PSAs will vest on February 20, 2028, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of the attainment of age 64, death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  134. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (15) These RSAs will vest in increments of 25%, 25% and 50% on July 1, 2027, July 1, 2028 and July 1, 2029, respectively, assuming continuous employment through such vesting dates, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. |

  135. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (16) These RSUs will be awarded in five equal installments on the first five anniversaries of the date of grant and, once awarded, will vest in increments of 25%, 25% and 50% on July 1, 2027, July 1, 2028 and July 1, 2029, respectively, assuming continuous employment through such vesting dates, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. If Mr. Walker’s retirement occurs on or before July 1, 2027, awarded RSUs will be paid in increments of 25% on the first year anniversary of retirement and 75% on the second anniversary of retirement, subject to Mr. Walker being in good standing with the Company as of the dates of such payments; and if Mr. Walker’s retirement occurs after July 1, 2027, awarded RSUs will be paid post-retirement on the remaining original scheduled vesting dates, subject to Mr. Walker being in good standing with the Company as of the dates of such payments. |

  136. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (17) These RSUs vest on February 21, 2027, the fifth anniversary of the grant date, assuming continuous employment through such date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. If Mr. Walker’s retirement occurs before the third anniversary of the date of grant, the RSUs will be paid to Mr. Walker on the second anniversary of his retirement, subject to Mr. Walker being in good standing with the Company as of the date of such payment; and if Mr. Walker’s retirement occurs after the third anniversary of the date of grant, the RSUs will be paid to Mr. Walker on the fifth anniversary of the date of grant, subject to Mr. Walker being in good standing with the Company as of the date of such payment. |

  137. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (18) These RSUs vest vests on February 20, 2028, the fifth anniversary of the grant date, assuming continuous employment through such date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. If Mr. Walker’s retirement occurs before the third anniversary of the date of grant, the RSUs will be paid to Mr. Walker on the second anniversary of his retirement, subject to Mr. Walker being in good standing with the Company as of the date of such payment; and if Mr. Walker’s retirement occurs after the third anniversary of the date of grant, the RSUs will be paid to Mr. Walker on the fifth anniversary of the date of grant, subject to Mr. Walker being in good standing with the Company as of the date of such payment. |

  138. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (19) The amount shown represents the maximum number of PSUs that can be earned during the three-year performance period of January 1, 2022, to December 31, 2024. The actual number of PSUs earned will be between 0% and 200% of target based on the Average Organic Revenue Growth and Adjusted EPS during the performance period, as set forth in the applicable award agreements and as determined by the Compensation Committee. Performance for 2022 and 2023 was above target but the results could change during the remaining year of the performance period. Earned PSUs vest on February 21, 2027, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. If Mr. Walker’s retirement occurs before the third anniversary of the date of grant, the PSUs that become awarded PSUs will be paid to Mr. Walker on the second anniversary of his retirement, subject to Mr. Walker being in good standing with the Company as of the date of such payment; and if Mr. Walker’s retirement occurs after the third anniversary of the date of grant, the PSUs that become awarded PSUs will be paid to Mr. Walker on the fifth anniversary of the date of grant, subject to Mr. Walker being in good standing with the Company as of the date of such payment. |

  139. Outstanding Equity Awards at Fiscal Year-End – 2023

    | (20) The amount shown represents the maximum number of PSUs that can be earned during the three-year performance period of January 1, 2023, to December 31, 2025. The actual number of PSUs earned will be between 0% and 200% of target based on the Average Organic Revenue Growth and Adjusted EPS during the performance period, as set forth in the applicable award agreements and as determined by the Compensation Committee. Performance for 2023 was above target but the results could change during the remaining two years of the performance period. Earned PSUs vest on February 20, 2028, the fifth anniversary of the grant date, assuming continuous employment through such vesting date, provided that vesting will accelerate in the event of death, disability or termination (including constructive termination) without cause within 12 months following a change in control of the Company. If Mr. Walker’s retirement occurs before the third anniversary of the date of grant, the PSUs that become awarded PSUs will be paid to Mr. Walker on the second anniversary of his retirement, subject to Mr. Walker being in good standing with the Company as of the date of such payment; and if Mr. Walker’s retirement occurs after the third anniversary of the date of grant, the PSUs that become awarded PSUs will be paid to Mr. Walker on the fifth anniversary of the date of grant, subject to Mr. Walker being in good standing with the Company as of the date of such payment. |

  140. Option Exercises and Stock Vested – 2023

    Option Exercises and Stock Vested – 2023

  141. Option Exercises and Stock Vested – 2023

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | J. Powell Brown | — | — | 147,506 | 8,329,664 | | R. Andrew Watts | — | — | 32,559 | 1,838,607 | | P. Barrett Brown | — | — | 22,224 | 1,254,989 | | J. Scott Penny | — | — | 51,996 | 2,936,214 | | Chris L. Walker | — | — | 23,058 | 1,313,216 |

  142. Option Exercises and Stock Vested – 2023

    | (1) The value realized upon the vesting of stock awards is the number of shares multiplied by the market value (being the closing market price as of the previous trading day) of the underlying shares on the vesting date. The value realized was determined without considering any taxes that were owed upon vesting. |

  143. Nonqualified Deferred Compensation at Fiscal Year-End – 2023

    Nonqualified Deferred Compensation at Fiscal Year-End – 2023

  144. Nonqualified Deferred Compensation at Fiscal Year-End – 2023

    | Name | Executive Contributions in 2023(1) $ | Registrant Contributions in 2023 $ | Aggregate Earnings in 2023 $ | Aggregate Withdrawals/ Distributions $ | Aggregate Balance at 12/31/2023 $ | | J. Powell Brown | 625,250 | — | 1,441,387 | — | 7,735,062 | | R. Andrew Watts | 364,350 | — | 244,215 | — | 2,001,331 | | P. Barrett Brown | — | — | — | — | — | | J. Scott Penny | — | — | 26,780 | — | 139,943 | | Chris L. Walker | 160,000 | — | 95,916 | — | 519,244 |

  145. Nonqualified Deferred Compensation at Fiscal Year-End – 2023

    | (1) In each instance, the indicated executive contribution is included in the amounts reported for that Named Executive Officer in the Summary Compensation Table for 2023. |

  146. Potential Payments Upon Termination or Change in Control – 2023

    Potential Payments Upon Termination or Change in Control – 2023

  147. Potential Payments Upon Termination or Change in Control – 2023

    | Name | Benefit(1) | Before Change in Control Termination w/o Cause Resignation for Good Reason ($) | After Change in Control Termination w/o Cause or Resignation for Good Reason ($)(2) | Voluntary Termination ($) | Death ($) | Disability ($) | Change in Control ($) | | J. Powell Brown | PSP | — | — | — | 2,275,520 | 2,275,520 | 3,395,087(3) | | | 2010 SIP | | 8,433,859 | — | 29,714,522 | 29,714,522 | 21,280,663(4) | | | 2019 SIP | | 27,413,901 | — | 16,102,824 | 16,102,824 | — | | R. Andrew Watts | PSP | — | — | — | — | — | — | | | 2010 SIP | — | 2,530,165 | — | 2,530,165 | 2,530,165 | — | | | 2019 SIP | — | 9,471,354 | — | 6,171,566 | 6,171,566 | — | | P. Barrett Brown | PSP | — | — | — | — | — | — | | | 2010 SIP | — | 1,264,976 | — | 1,264,976 | 1,264,976 | — | | | 2019 SIP | — | 6,592,110 | — | 4,707,083 | 4,707,083 | — | | J. Scott Penny | PSP | — | — | — | — | — | — | | | 2010 SIP | — | 1,897,499 | — | 1,897,499 | 1,897,499 | — | | | 2019 SIP | — | 6,592,110 | — | 4,707,083 | 4,707,083 | — | | Chris L. Walker | PSP | — | — | — | — | — | — | | | 2010 SIP | — | 596,186 | — | 596,186 | 596,186 | — | | | 2019 SIP | — | 5,932,494 | — | 4,047,467 | 4,047,467 | — |

  148. Potential Payments Upon Termination or Change in Control – 2023

    | (1) All figures shown for the value of stock granted under the PSP, 2010 SIP and 2019 SIP that would vest upon death, disability or following a change in control are calculated based on the assumption that the triggering event(s) for such vesting took place on December 29, 2023, the last business day of the Company’s last |

  149. Potential Payments Upon Termination or Change in Control – 2023

    | completed fiscal year, and that the price per share of our common stock is $71.11 the closing market price as of that date. Other than the amounts shown in the column captioned “Change in Control” payable under the PSP, the figures shown in this table do not reflect the impact of the excise tax under Sections 280G and 4999 of the Internal Revenue Code, which may effectively reduce the amounts of change-in-control payments that a Named Executive Officer may receive, and do not reflect the assignment of any value to non-competition and other restrictive covenants or determinations of reasonable compensation that may reduce the amounts of change-in-control payments subject to the excise tax. For more detailed information concerning the change-in-control provisions of the PSP, the 2010 SIP and the 2019 SIP, see “Compensation Discussion and Analysis – Payments Upon Termination or Change in Control.” All figures shown in this table would be paid in lump-sum payments by us in accordance with the applicable grant agreements. |

  150. Potential Payments Upon Termination or Change in Control – 2023

    | (2) The figures shown in this column were determined as follows: (a) for all grants, except those performance-based restricted stock grants in or after February 2021, the amount contemplates 100% of all unvested restricted stock grants granted pursuant to such 2010 SIP and 2019 SIP grant agreements, and (b) for those performance-based restricted stock grants in or after February 2021, the amount contemplates the greater of: (i) 100% of such unvested restricted stock grants or (ii) the estimated percentage of unvested restricted stock grants determined in accordance with the applicable performance schedule based upon the actual level of achievement (up to the applicable maximum level of achievement and assuming the applicable performance level is adjusted, pursuant to the Compensation Committee’s exercise of its discretion, from the first day of the performance period to December 31, 2023, the date on which the Transfer of Control occurs, as follows: (u) in 2021, 2022, and 2023 to exclude Foreign Currency Translation; (v) in 2022 and 2023, to include GSCs as part of core commissions and fees and, therefore, as a component of the Company’s Organic Revenue; (w) in 2022, to exclude the positive impact of the decrease in expense we recognized related to the 2020 Legal Matter; (x) in 2022 and 2023, to exclude the negative impact of Acquisition/Integration Costs; (y) in 2023, to exclude the negative impact of the 1Q23 Nonrecurring Cost and (z) in 2023, to exclude the positive impact of the gain on disposal associated with the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023. |

  151. Potential Payments Upon Termination or Change in Control – 2023

    | (3) These figures represent amounts that would be paid pursuant to the terms of the PSP in the event of a change in control as defined in the PSP and include the following excise tax gross-up amount to be paid by the Company on PSP shares on behalf of the participant in the event of change in control: Mr. Powell Brown – $1,119,567. The excise tax gross-up amount has been calculated assuming the excise tax rate of 20% multiplied by the excess of the value of the change-in-control payments over the executive’s average W-2 earnings for the last five calendar years, and assuming a blended effective tax rate of approximately 40% for each executive. However, the excise tax gross-up is only applicable if the sum of all payments equals or exceeds three times the executive’s average W-2 earnings for the past five calendar years. Further, the excise tax gross-up assumes no value is assigned to non-competition and other restrictive covenants or determination of reasonable compensation that may apply to the participant. Such excise tax gross-up amounts also assume a change in control date of December 31, 2023, at our closing market price of $71.11 as of that date. The excise tax gross-up provision is a legacy provision that applies only to awards that were granted under the PSP prior to its suspension in 2010 and does not apply to awards under the 2010 SIP or the 2019 SIP. No new agreements that contain excise tax gross-up provisions have been entered into, and no previous agreements containing such legacy provisions have been materially amended. |

  152. Potential Payments Upon Termination or Change in Control – 2023

    | (4) This amount would be paid pursuant to that certain grant under our 2010 SIP made on April 29, 2010 for 374,080 shares. This grant replaced 374,080 shares granted under our PSP on July 21, 2009, which had inadvertently exceeded the maximum number of shares permitted to be awarded in a particular calendar year. In order to assure achievement of the full intent of the original PSP grant, the replacement grant under the 2010 SIP has identical performance-based and other vesting conditions, including those associated with a change in control, to the original PSP grant. |

  153. Potential Payments Upon Termination or Change in Control – 2023

    As required by Section 953(b) of the Dodd-Frank Act, and Item 402(u) of Regulation S-K, we are providing the following information about the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Powell Brown, our President and Chief Executive Officer:

  154. Chief Executive Officer Pay Ratio

    Chief Executive Officer Pay Ratio For 2023, our last completed fiscal year:

  155. Chief Executive Officer Pay Ratio

    | • | the median of the annual total compensation of all employees of our company, other than Mr. Powell Brown, was $68,672 and |

  156. Chief Executive Officer Pay Ratio

    | • | the annual total compensation of Mr. Powell Brown, as reported in the Summary Compensation Table, was 9,786,745. |

  157. Chief Executive Officer Pay Ratio

    | • | Based on this information, for 2023, the ratio of the annual total compensation of Mr. Powell Brown to the median of the annual total compensation of all employees, other than Mr. Powell Brown, was 143 to 1. |

  158. PAY RATIO

    PAY RATIO

  159. PAY RATIO

    | 4. | We identified our median employee as of December 22, 2023 using this compensation measure, which was consistently applied to all our employees included in the calculation. We did not make any cost-of-living adjustments in identifying the “median employee.” |

  160. PAY RATIO

    | 5. | Once we identified our median employee, we combined all of the elements of such employee’s compensation for 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation of $71,075. The difference between such employee’s annual total compensation and such employee’s Form W-2 compensation represents $2,403 in matching contributions made by the Company to such employee’s 401(k) Plan account. |

  161. PAY RATIO

    | 6. | With respect to the annual total compensation of Mr. Powell Brown, we used the amount reported in the “Total” column of the Summary Compensation Table. |

  162. PAY RATIO

    In accordance with the SEC’s disclosure requirements regarding pay versus performance (“PVP”), this section presents the SEC-defined “Compensation Actually Paid” (“CAP”). Also required by SEC’s new PVP rules, this section compares CAP to various measures used to gauge our performance. Our compensation decisions are made independently of disclosure requirements. CAP is a supplemental measure to be viewed alongside performance measures described under “Compensation Discussion and Analysis,” not in replacement.

  163. Pay Versus Performance Table

    Pay Versus Performance Table In accordance with the SEC’s PVP rules, the following table sets forth information concerning the compensation of our Named Executive Officers for each of the fiscal years ended December 31, 2023, 2022 and 2021, and our financial performance for each such fiscal year:

  164. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for CEO ($) | Compensation Actually Paid to CEO ($) (1) | Average Summary Compensation Table Total for Non-CEO NEOs ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) (2) | Value of Initial Fixed $100 Investment Based on: | | Net Income (in millions) | Organic Revenue growth Rate (4) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return (3) | | | | 2023 | 9,786,745 | 23,865,891 | 3,272,317 | 5,477,863 | $153 | $161 | $870.5 | 10.2% | | 2022 | 6,741,633 | (5,295,763) | 4,728,133 | 2,800,269 | $122 | $145 | $671.8 | 8.1% | | 2021 | 9,201,035 | 32,778,563 | 3,508,148 | 6,939,244 | $149 | $142 | $587.1 | 10.4% |

  165. Pay Versus Performance Table

    | (1) The Compensation Actually Paid to J. Powell Brown, President and Chief Executive Officer of the Company, for each of the fiscal years ended December 31, 2023, 2022 and 2021, is calculated, as follows: |

  166. Pay Versus Performance Table

    | Year | Reported summary compensation table total for CEO ($) (a) | Reported value of equity awards ($) (b) | Equity award adjustments ($) (c)* | Reported change in the actuarial present value of pension benefits ($) (d) | Pension benefit adjustments ($) (e) | Compensation actually paid to CEO ($) (a - b + c - d + e) | | 2023 | 9,786,745 | 2,941,861 | 17,021,007 | — | — | 23,865,891 | | 2022 | 6,741,633 | 2,953,648 | (9,083,748) | — | — | (5,295,763) | | 2021 | 9,201,035 | 2,940,017 | 26,517,545 | — | — | 32,778,563 |

  167. Pay Versus Performance Table

    | * The equity award adjustments shown in this column are calculated as follows: |

  168. Pay Versus Performance Table

    | Year | Year end fair value of equity awards granted during the year ($) | Year over year change in fair value of outstanding and unvested equity awards ($) | Fair value as of vesting date of equity awards granted and vested in the year ($) | Year over year change in fair value of equity awards granted in prior years that vested in the year ($) | Fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Total equity award adjustments ($) | | 2023 | 6,473,499 | 10,621,261 | — | (73,753) | — | — | 17,021,007 | | 2022 | 2,506,468 | (10,904,630) | — | (685,586) | — | — | (9,083,748) | | 2021 | 7,989,712 | 18,728,632 | — | (200,798) | — | — | 26,517,545 |

  169. Pay Versus Performance Table

    | BROWN & BROWN, INC.

  170. Pay Versus Performance Table

    | (2) The average Compensation Actually Paid to our Named Executive Officers, other than J. Powell Brown, President and Chief Executive Officer of the Company, for each of the fiscal years ended December 31, 2023, 2022 and 2021, is calculated , as follows. |

  171. Pay Versus Performance Table

    | Year | Average reported summary compensation table total for non-CEO NEOs ($) (a) | Average reported value of equity awards ($) (b) | Average equity award adjustments ($) (c)* | Average reported change in the actuarial present value of pension benefits ($) (d) | Average pension benefit adjustments ($) (e) | Average compensation actually paid to non-CEO NEOs ($) (a - b + c - d + e) | | 2023 | 3,272,317 | 612,845 | 2,818,391 | — | — | 5,477,863 | | 2022 | 4,728,133 | 2,541,365 | 613,501 | — | — | 2,800,269 | | 2021 | 3,508,148 | 575,709 | 4,006,805 | — | — | 6,939,244 |

  172. Pay Versus Performance Table

    | * The equity award adjustments shown in this column are calculated as follows: |

  173. Pay Versus Performance Table

    | Year | Average year end fair value of equity awards granted during the year ($) | Average year over year change in fair value of outstanding and unvested equity awards ($) | Average fair value as of vesting date of equity awards granted and vested in the year ($) | Average year over year change in fair value of equity awards granted in prior years that vested in the year ($) | Average fair value at the end of the prior year of equity awards that failed to meet vesting conditions in the year ($) | Average value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation ($) | Average total equity award adjustments ($) | | 2023 | 1,348,566 | 1,483,272 | — | (13,447) | — | — | 2,818,391 | | 2022 | 2,080,633 | (1,255,815) | — | (211,317) | — | — | 613,501 | | 2021 | 1,564,556 | 2,529,319 | — | (87,070) | — | — | 4,006,805 |

  174. Pay Versus Performance Table

    | (3) Peer average among Arthur J. Gallagher & Co, Aon plc, Marsh & McLennan Companies and Willis Towers Watson Public Limited Company. |

  175. Pay Versus Performance Table

    | (4) See Annex A for additional information regarding Organic Revenue growth, which is a non-GAAP financial measure, including a reconciliation to the most closely comparable GAAP financial measure. |