DEF 14A of Baldwin Insurance Group, Inc.
Filed Apr 25, 2024 · FY20230001193125-24-113925
Director Nominees
Director Nominees
Director Nominees
| Trevor Baldwin Director since 2019 (Non-Independent) Chief Executive Officer and Member of Executive Committee Son of Lowry Baldwin Age: 38 | Experience • Since May 2019, serves as Chief Executive Officer of the Company • In 2011, co-founded Baldwin Risk Partners, LLC with his partners, Lowry Baldwin, Elizabeth Krystyn and Laura Sherman, to serve as a holding company for further investment into the insurance brokerage space, going on to serve as President and Chief Operating Officer • In 2009, joined what is today our middle market business as a Commercial Risk Advisor, working primarily with healthcare and private equity clients, and, over time, led the firm’s Commercial Risk Management Group as Managing Director • Prior to joining Baldwin Risk Partners, worked at HealthEdge Investment Partners, LLC, a private equity firm Education • BA in Risk Management & Insurance, Florida State University Other Professional and Charitable Affiliations • Manager, Emerald Bay Risk Solutions, LLC | | Jay Cohen Director since June 2021 (Independent) Member of Audit Committee and Compensation Committee Age: 58 | Experience • From 1995 to 2020, served as Managing Director of Equity Research, BofA Securities Inc., where he covered property and casualty insurance companies and insurance brokers • From 1990 to 1995, served as an Analyst, Equity Research, Salomon Brothers • From 1987 to 1989, served as a Senior Representative, Bond Department, Aetna Casualty & Surety Education • MBA in Finance, Columbia University • BA in Managerial Economics, Union College Other Professional and Charitable Affiliations • Board Member, United Way of Putnam and Westchester County • Board Member, Parents Network Board, Claremont McKenna College • Previously served as Board Member, Association of Insurance and Financial Analysts |
Director Nominees
| Barbara Matas Director since February 2020 (Independent) Chair of Audit Committee and Member of Technology & Cyber Risk Committee Age: 64 | Experience • From 1999 to 2016, held various leadership positions with Citigroup, such as Managing Director, Head and Co-Head and Chairman of Leveraged Finance Capital Markets • From 1985 to 1999, served as a banker in the high-yield capital markets groups of Citicorp and Salomon Brothers Education • MBA in Finance, University of Michigan • BS in Accounting and Quantitative Analysis, New York University Other Public Company Boards • Board Member, Nominating and Corporate Governance Committee Member, and Chair of Audit Committee, MidCap Financial Investment Corporation (formerly Apollo Investment Corporation) (2017 to present) • Board Member, Chair of Capital Allocation Committee, Audit Committee Member, and former Chair of Audit Committee, Sleep Number Corporation (2016 to present) Other Professional and Charitable Affiliations • Board Member and Chair of the Investment Committee, DOROT • Board Member, Middle Market Apollo Institutional Private Lending BDC |
Other Current Directors
Other Current Directors
Other Current Directors
| Lowry Baldwin Director since 2019 (Non-Independent) Board Chair and Member of Executive Committee Father of Trevor Baldwin Age: 65 | Experience • Board Chair since formation of BRP Group, Inc. in 2019 • In 2011, co-founded Baldwin Risk Partners, LLC with his partners, Trevor Baldwin, Elizabeth Krystyn and Laura Sherman, to serve as a holding company for further investment into the insurance brokerage space • In 2006, formed what is today our middle market business with his partners • In 1997, co-founded Advantec Solutions, Inc., a national professional employer organization serving small and mid-size businesses by providing outsourced payroll, human resources, employee benefits and benefits administration, and workers’ compensation • In 1991, co-founded Davis Baldwin Insurance and Risk Management • In 1983, joined Baldwin & Sons • In 1981, began insurance career at Aetna Property & Casualty Education • BS in Psychology, Wake Forest University |
Other Current Directors
| Joseph Kadow Director since February 2020 (Independent) Chair of Nominating and Corporate Governance Committee and Member of Audit Committee Age: 67 | Experience • From 2005 to July 2019, served as Executive Vice President and Chief Legal Officer, Bloomin’ Brands, Inc., which owns Outback Steakhouse, Carrabba’s Italian Grill, Bonefish Grill and Fleming’s Prime Steakhouse and Wine Bar Education • JD, Dickinson School of Law at Pennsylvania State University • BS in Accounting, University of Scranton Other Public Company Boards • Past Board Member, Audit Committee Member, and Chair of the Special Committee of Habit Restaurants, Inc. until March 2020, when Habit Restaurants, Inc. was acquired by Yum! Brands, Inc. (September 2015 to March 2020) Other Professional and Charitable Affiliations • Past Chairman of the Board, National Restaurant Association • Board Member, Florida Restaurant and Lodging Association • Board Member, Florida Bar Foundation • Avent Allen International, LLC, Chief Legal and Business Affairs Officer | | Sathish Muthukrishnan Director since June 2023 (Independent) Chair of Technology & Cyber Risk Committee Age: 50 | Experience • Since January 2020, serves as Chief Information, Data and Digital Officer at Ally Financial, Inc. • From 2017 to 2020, served as Chief Digital & Information Officer and Chief Technology Officer at Honeywell Aerospace • From 2007 to 2017, served as CIO - Enterprise Digital at American Express • From 1999 to 2006, served as Enterprise Software Architect at United Airlines Education • Engineering (Computer Science), University of Madras Other Professional and Charitable Affiliations • Board Member, Road to Hire • Board Member, MMA Chief Digital Officers Board • Advisory Board Member, WIT International |
Other Current Directors
| Sunita Parasuraman Director since January 2022 (Independent) Member of Audit Committee and Technology & Cyber Risk Committee Age: 51 | Experience • From 2020 to 2023, served as Head of Investments, New Product Experimentation at Meta (previously Facebook) • From 2018 to 2020, served as Head of Treasury for Facebook’s blockchain initiative • From 2011 to 2018, served as Global Head of Treasury for Facebook Education • M.B.A. in Finance, University of California, Berkeley • Master in Engineering, University of Pennsylvania • BS in Engineering, Indian Institute of Technology, Bombay Other Public Company Boards • Board Member and Audit Committee Chair, Iris Energy Limited Other Professional and Charitable Affiliations • Board Member and member of the Finance, Governance, and Nomination committees of the IIT Bombay Heritage Foundation • Board Member, Sri Ramana Maharshi Heritage • Board Member, DVLP Medicines | | Ellyn Shook Director since January 2022 (Independent) Chair of Compensation Committee and Member of Nominating and Corporate Governance Committee Age: 60 | Experience • Since March 2014, serves as Chief Leadership and Human Resources Officer for Accenture • From 2004 to 2014, served in Chief Human Resources and Global Human Resources roles with Accenture Education • BS in Restaurant, Hotel, and Institutional Management, Purdue University Other Professional and Charitable Affiliations • Executive Committee Member, Professional Roundtable of CHROs • Board Member, World Economic Forum’s Global Shaper Community Foundation, Women’s Leadership Board of the Women and Public Policy program at Harvard’s Kennedy School, Paradigm for Parity, the HR Policy Association, and Center on Executive Compensation |
Other Current Directors
| Chris Sullivan Director since 2019 (Independent) Member of Compensation Committee, Executive Committee and Nominating and Corporate Governance Committee Age: 76 | Experience • From 1991 to 2005, served as Chief Executive Officer and Chairman of OSI Restaurant Partners, Inc. • From 1988 to 1991, was the co-founder, Chairman, and Chief Executive Officer of Outback Steakhouse Education • BS in Business and Economics, University of Kentucky Other Professional and Charitable Affiliations • Co-Chair, Consul Partners LLC • Past Chairman, Florida Council of 100 • Chairman, Arise Alliance Institute, a PTSD focused non-profit • Board Member and Executive Committee Member, Horatio Alger Association • Member of Board, The First Tee of Tampa Bay and Copperhead Charities | | Myron Williams Director since January 2022 (Independent) Member of Compensation Committee and Nominating and Corporate Governance Committee Age: 64 | Experience • From 2013 to 2017, served as President of Sales Strategy and Sales Operations at United Parcel Service Inc. • From 1984 to 2017, served in various roles at United Parcel Service Inc., including U.S. Director of Sales and Vice President of Sales Education • MBA, Florida Metropolitan University • BA in Business Administration, Albany State University Other Professional and Charitable Affiliations • Chairman of the Board, Atlanta Public Schools CTAE Board • Advisory Board Member, PackageX • Board Member, The MARCH Foundation, the Career Training Agricultural and Education Board, the Business Administration & Economics Board at Morehouse College, the Albert W. Smith Scholarship Committee Board • Previously served as Board Member, Center for Advance Logistics Management Board at Albany State University and the 100 Black Men Board |
Compensation Committee
| • | reviewing and recommending to our Board of Directors the compensation of our directors; |
Director Compensation
Director Compensation The Compensation Committee periodically reviews the regular retainer paid to non-employee directors and makes recommendations for adjustments, as appropriate, to the Board. For 2023, the Compensation Committee approved the following compensation for our non-employee directors:
Director Compensation
| Compensation Structure for Directors | Amount ($) | | Regular Annual Retainer | | | Cash | 75,000 | | Stock(1) | 75,000 | | Annual Audit Committee Chair Retainer | 20,000 | | Annual Compensation Committee Chair Retainer | 15,000 | | Annual Nominating and Corporate Governance Committee Chair Retainer | 10,000 | | Annual Technology & Cyber Risk Committee Chair Retainer | 15,000 |
Director Compensation
| (1) The number of shares of Class A common stock is determined based on the closing price per share of Class A common stock on the last trading day before the beginning of the applicable fiscal quarter, rounded up to the nearest whole share. |
Director Compensation
Members of our Board of Directors are also eligible for reimbursement for reasonable travel and other out-of-pocket expenses for meeting attendance. Directors do not receive per-meeting fees, either for Board meetings or Committee meetings. Non-employee directors are not entitled to retirement benefits, incentive compensation or perquisites. The table below summarizes the compensation of all of our non-employee directors and our Board Chair for fiscal year 2023. We do not provide directors who are Colleagues with additional compensation for their service as directors.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Lowry Baldwin | — | — | 853,330 | 853,330 | | Philip Casey(3) | 47,500 | 37,500 | — | 85,000 | | Jay Cohen | 75,000 | 75,000 | — | 150,000 | | Joseph Kadow | 87,500 | 75,000 | — | 162,500 | | Barbara Matas | 90,000 | 75,000 | — | 165,000 | | Sathish Muthukrishnan(4) | 51,250 | 37,500 | — | 88,750 | | Sunita Parasuraman | 75,000 | 75,000 | — | 150,000 | | Ellyn Shook | 82,500 | 75,000 | — | 157,500 | | Chris Sullivan | 75,000 | 75,000 | — | 150,000 | | Myron Williams | 75,000 | 75,000 | — | 150,000 |
Director Compensation
| (1) The amounts shown represent the grant date fair value of these awards as computed in accordance with Accounting Standards Codification (“ASC”) Topic 718, Compensation (“ASC Topic 718”). For a discussion of valuation assumptions used to determine the grant date fair value of these awards, see Note 15 to our audited consolidated financial statements for the fiscal year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. Stock awards were issued as 1,483, 3,048, 3,048, 3,048, 1,565, 3,048, 3,048, 3,048 and 3,048 fully vested shares of Class A common stock for Mr. Casey, Mr. Cohen, Mr. Kadow, Ms. Matas, Mr. Muthukrishnan, Ms. Parasuraman, Ms. Shook, Mr. Sullivan and Mr. Williams, respectively. |
Director Compensation
| (2) The amount shown represents (i) salary of $125,000 unrelated to Board service paid to Mr. Baldwin and (ii) risk advisor commissions of $728,330 paid to Mr. Baldwin in 2023. |
Director Compensation
| (3) Mr. Casey retired from our Board of Directors in June 2023. |
Director Compensation
| (4) Mr. Muthukrishnan joined our Board of Directors in June 2023. |
Executive Compensation Policies and Practices
| | What We Do | | | Pay-for-Performance Philosophy. A large portion of our NEOs’ target total direct compensation is directly linked to the Company’s performance. | | | Compensation “At Risk.” Our executive compensation program is designed such that a substantial portion of executive compensation is “at risk,” which we believe aligns the interests of our executives and our shareholders. | | | Stock Ownership Guidelines. We have robust stock ownership guidelines that apply to our directors, officers, and executive leadership team. | | | Compensation Clawback Policy. We have a clawback policy that applies to our officers and executive leadership team. | | | Multi-Year Vesting Requirements under our LTIP. Under the long-term incentive award plan approved by our Compensation Committee relating to the 2023 executive compensation program, all equity-based incentive awards granted to our NEOs have multi-year vesting conditions. Performance share units (PSUs) granted to our NEOs in 2023 cliff-vest after three years, and no portion of the PSUs vest unless the relevant performance metrics are achieved, consistent with current market practice and our retention objectives. | | | Independent Compensation Consultant. Our Compensation Committee engaged an independent compensation consultant to assist with the design of the 2023 executive compensation programs. | | | Annual Executive Compensation Review. Our Compensation Committee conducts an annual review of compensation for our NEOs and a review of compensation-related risks. | | | At Will Employment. We employ our NEOs at will. |
Our Guiding Principle
Our Guiding Principle We pay for performance. We have crafted a compensation program that we believe aligns our shareholders’ long-term interests with NEO compensation. To create this “pay-for-performance” environment, compensation is weighted heavily toward “at-risk” components. We set low base salaries, which are significantly below the 25th percentile for all our NEOs compared to our compensation peer group, and tie a large portion of our NEOs’ total compensation (even in relation to our compensation peer group) to Company performance and long-term growth. In addition, our annual incentive program includes aggressive targets and challenging individual performance goals that reward our NEOs for short-term performance, and our long-term equity incentive program provides for extended vesting schedules and performance targets that create an “ownership culture” aligning NEO and shareholder interests. We believe that using our bespoke mix of fixed and variable elements that prioritize pay-for-performance enables us to reward performance, encourage prudent decision-making, retain top talent, and create a balanced focus on short-term and long-term performance.
Role of the Compensation Consultant
Role of the Compensation Consultant The Compensation Committee selects and retains the services of its own independent compensation consultant and annually reviews the performance of such consultant. The Compensation Committee has retained Frederic W. Cook & Co., Inc. (“FW Cook”) to serve as its independent compensation consultant. During 2023, FW Cook provided no services to the Company other than services for the Compensation Committee, and worked with the Company’s management, as directed by the Compensation Committee, only on matters for which the Compensation Committee is responsible. The Compensation Committee considers the independence of the compensation consultant in accordance with SEC and Nasdaq rules, and affirmatively determined that FW Cook qualifies as independent under the applicable rules.
Role of Peer Companies and Comparative Market Assessments
Role of Peer Companies and Comparative Market Assessments The Compensation Committee reviews and approves compensation peer group composition each year. With the assistance of FW Cook, the Compensation Committee identified groups of companies to serve as market reference points for compensation comparison purposes for 2023. The Compensation Committee does not target compensation decisions or levels to a specific percentile or other absolute measures related to comparison group data, but does periodically review comparative market assessments of the pay practices of other companies with the goal of seeing that the Company’s executive compensation program remains competitive. During the 2023 compensation review cycle, the Compensation Committee, in consultation with management and with advice of FW Cook, developed a compensation peer group comprised of companies that are either direct competitors of the Company or in the same or similar industry as the Company. The Compensation Committee reviews our compensation peer group annually and may adjust its composition, taking into account changes in both our business and the businesses of the companies in the compensation peer group.
Annual Incentive Plan
Annual Incentive Plan Our 2023 annual incentive plan (our “Annual Incentive Plan”) is a variable component of our compensation program that is designed to focus our NEOs on achieving superior performance over the short term against business objectives and financial results for the Company as a whole, while also rewarding them for the achievement of individual performance objectives. The Annual Incentive Plan provides payout opportunities in the form of cash and fully vested shares of Class A common stock (with the pay mix for a given year determined by our Compensation Committee) upon the achievement of certain pre-established performance metrics, including organic revenue growth, adjusted earnings before interest, taxes, depreciation and amortization (“adjusted EBITDA”), and personal objectives. The payout opportunity for each NEO ranges from 50% of Target annual incentive opportunity at Threshold performance to 300% at Superior performance, with a Target annual incentive opportunity of 100%. The payout for performance below Threshold of any performance metric is 0% with respect to such performance metric. By conditioning a large portion of our NEOs’ potential Annual Incentive Plan compensation on the Company’s achievement of clearly-defined metrics, we believe that we reinforce our strong pay-for-performance culture. Refer to “Compensation Details for Fiscal Year 2023”—“Annual Incentive Plan” for more details on our Annual Incentive Plan.
Long-Term Incentive Plan
Long-Term Incentive Plan Our 2023 long-term equity incentive plan (our “LTIP”) is a variable component of our compensation program that is designed to drive superior recurring performance over the long term and align the interests of our NEOs with those of our shareholders. We believe that long-term equity compensation is an effective way to provide a meaningful reward for appreciation in our stock price and create an “ownership culture” that motivates our NEOs to remain employed with us long-term. Our 2023 LTIP for our NEOs has shifted to 100% performance-based equity awards to further BRP’s commitment to its pay-for-performance culture. Performance-Based Restricted Stock Units (“PSUs”). The number of PSUs earned, if any, is determined based on the following performance goals (the “Performance Goals”), in each case as measured over the period from January 1, 2023 through December 31, 2025 (the “Performance Period”): (i) 30% based on our relative total shareholder return compared to the total shareholder return of our 2023 compensation peer group; (ii) 30% based on the our relative total shareholder return compared to the total shareholder return of the Russell 3000 Growth Index; and (iii) 40% based on our three-year organic revenue compound annual growth rate. We define total shareholder return (“TSR”) as the annual total shareholder return for the Performance Period. The number of PSUs that will be earned following the end of the Performance Period are between 0% and 350% of a NEO’s Target PSUs, with a Target of 100%, depending on the level of achievement with respect to the Performance Goals and subject to the NEO’s continued employment through March 15, 2026. If our absolute total shareholder return for the Performance Period is negative, the maximum level of performance achievable for the PSUs will be Target. Refer to “Compensation Details for Fiscal Year 2023”—“LTIP” for more details on our LTIP.
Retirement Compensation
Retirement Compensation On November 3, 2023, the Company entered into mutual agreements with John Valentine and Kris Wiebeck for each to retire from their respective positions as Chief Partnership Officer and Chief Strategy Officer effective as of December 31, 2023. In connection with the agreements, Messrs. Valentine and Wiebeck each received $2.56 million of severance compensation and $1.44 million representing early payment of the 2023 bonus otherwise payable under our 2023 Annual Incentive Plan in respect of 2023 performance. The Company agreed to permit the continued vesting of Restricted Stock Awards (“RSAs”) and PSUs previously granted under the LTIP, in each case, subject to all other conditions of the award agreements, with the exception only of Messrs. Valentine and Wiebeck’s continued employment following the retirement date. In addition, the Company agreed to pay a portion of the monthly premiums for health insurance coverage under the Consolidated Omnibus Reconciliation Act, 29 U.S.C. § 1161 et. seq., as amended (“COBRA”) for 12 months following the effective date of Messrs. Valentine and Wiebeck’s retirement.
Peer Comparison Group
Peer Comparison Group Our 2023 compensation peer group included 16 public companies, the majority of which are in either the insurance broker or property and casualty insurance services sectors. After consultation with FW Cook, the Compensation Committee approved the following compensation peer group for 2023 (the “Compensation Peer Group”):
Peer Comparison Group
| Peer Company | Business Focus | | Arthur J. Gallagher & Co. | Insurance Brokers | | Brown & Brown, Inc. | Insurance Brokers | | CBIZ, Inc. | Research and Consulting Services | | Employers Holdings, Inc. | Property and Casualty Insurance | | Erie Indemnity Company | Property and Casualty Insurance | | Focus Financial Partners Inc. | Asset Management and Custody Banks | | Goosehead Insurance, Inc. | Insurance Brokers | | Hagerty, Inc. | Insurance Brokers | | Kinsale Capital Group, Inc. | Property and Casualty Insurance | | Palomar Holdings, Inc. | Property and Casualty Insurance | | Primerica, Inc. | Life and Health Insurance | | RLI Corp. | Property and Casualty Insurance | | Ryan Specialty Holdings, Inc. | Insurance Brokers | | Safety Insurance Group, Inc. | Property and Casualty Insurance | | Selective Insurance Group, Inc. | Property and Casualty Insurance | | Stewart Information Services Corp. | Property and Casualty Insurance |
Results of the February 2023 Comparative Market Assessment
Results of the February 2023 Comparative Market Assessment The Compensation Committee examined the total direct compensation opportunity (base salary, annual cash incentives and long-term incentives) for each named executive officer, as well as individual elements of compensation. Data from the February 2023 Comparative Market Assessment was used as a market reference for compensation decisions. The Compensation Committee does not target total compensation or any individual component thereof to a specific percentile of comparison group compensation. The February 2023 Comparative Market Assessment showed the following with respect to base salary, target total annual cash compensation, which is equal to base salary plus target annual bonus (“TAC”), and target total direct compensation, which is TAC plus the target compensation under the LTIP (“TDC”):
Results of the February 2023 Comparative Market Assessment
| ° | The proposed (and ultimately approved) 2023 base salary for Trevor Baldwin was 55% below the median 2022 base salary for CEOs in the Compensation Peer Group, and |
Results of the February 2023 Comparative Market Assessment
| ° | The proposed (and ultimately approved) 2023 TAC for Trevor Baldwin was 18% below the median 2022 TAC for CEOs in the Compensation Peer Group, and |
Results of the February 2023 Comparative Market Assessment
| ° | The proposed (and ultimately approved) 2023 TDC for Trevor Baldwin was 12% below the median 2022 TDC for CEOs in the Compensation Peer Group, and |
Annual Incentive Plan
Annual Incentive Plan The Compensation Committee established the following performance metrics and weighting of each for our NEOs for the 2023 Annual Incentive Plan:
Annual Incentive Plan
| Name | Organic Revenue Growth | Adjusted EBITDA Growth | Personal Objectives | | Trevor Baldwin | | | | | Bradford Hale | | | | | Daniel Galbraith | | | | | Kris Wiebeck | | | | | John Valentine | | | |
Annual Incentive Plan
The Compensation Committee established the following performance level ranges for organic revenue growth and adjusted EBITDA:
Annual Incentive Plan
| Performance Level | Threshold Performance | Target Performance | Superior Performance | | Organic Revenue Growth | 7% | 10% | 20% | | Adjusted EBITDA | $250,000,000 | $258,000,000 | $270,000,000 |
Annual Incentive Plan
The Compensation Committee approved personal objectives for each NEO for 2023, with the focus areas for each NEO described below. Refer to “Overview of 2023 Compensation Framework”—“Retirement Compensation” for payments received by Messrs. Valentine and Wiebeck with respect to the 2023 Annual Incentive Plan.
Annual Incentive Plan
| Name | Personal Objectives Focus Areas | | Trevor Baldwin | Company’s reputation and culture; key strategic initiatives, organic growth and margin accretion; and talent building and succession readiness | | Bradford Hale | Operating cash management and fiduciary cash investment; reporting roadmap and decentralized reporting; cost savings initiatives; and capital markets execution and strategies | | Daniel Galbraith | Leaderships organization; process and cost efficiencies; performance improvement and efficiency; and business objectives implementation |
Annual Incentive Plan
Each NEO’s Target annual incentive opportunity for fiscal year 2023 is set forth in the table below:
Annual Incentive Plan
| | Target Annual Incentive Plan Opportunity | | | Name | % of Salary | $ Value | | Trevor Baldwin | 300% | $1,200,000 | | Bradford Hale | 200% | 600,000 | | Daniel Galbraith | 200% | 600,000 | | John Valentine | 200% | 600,000 | | Kris Wiebeck | 200% | 600,000 |
Annual Incentive Plan
The Compensation Committee set the following payout ranges for our NEOs as a percentage of the Target Annual Incentive Plan opportunity based on the achievement of the metrics above.
Annual Incentive Plan
| | Threshold | Target | Superior | | All NEOs | 50% | 100% | 300% |
Annual Incentive Plan
The Compensation Committee reviewed the actual 2023 performance of each financial performance measure against Target performance to determine the percentage of Target achieved for each as follows:
Annual Incentive Plan
| Performance Level | Target Performance | Actual Performance | Performance % of Target Achieved(1) | | Organic Revenue Growth | 10% | 19% | 282% | | Adjusted EBITDA | $258,000,000 | $250,204,000 | 50% |
Annual Incentive Plan
| (1) Based on Threshold, Target and Superior payouts of 50%, 100% and 300%, respectively. |
Annual Incentive Plan
For their contribution in furthering their respective personal objective focus areas listed above, particularly, for Mr. Baldwin, his contribution to building the Company’s reputation in the industry and the Company’s talent and succession readiness, for Mr. Galbraith, his contribution to identifying and driving process and cost efficiencies, for Mr. Hale, his contributions to develop and execute cost savings initiatives, each NEO described above achieved a level of performance between Target and Superior for their respective personal objectives. The table below sets forth each NEO’s actual Annual Incentive Plan payout amount for fiscal year 2023, which was made 100% in fully vested shares of Class A common stock consistent with the Company’s philosophy on ownership culture and executive team alignment with our shareholders. Refer to “Overview of 2023 Compensation Framework”—“Retirement Compensation” for details of payments received by Messrs. Valentine and Wiebeck with respect to the 2023 Annual Incentive Plan.
Annual Incentive Plan
| Name | 2023 Annual Incentive Plan Payout | Payout as a Percent of Target Annual Incentive Plan Opportunity | | Trevor Baldwin | $2,169,600 | 181% | | Bradford Hale | 1,122,600 | 187% | | Daniel Galbraith | 1,104,600 | 184% |
LTIP
LTIP As discussed above, based on the Compensation Committee’s review and the recommendations of FW Cook, our 2023 LTIP consists 100% of performance-based equity awards, PSUs, to further the Company’s commitment to its pay-for-performance culture. The PSUs are settled in shares of our Class A common stock, the number of which will depend on the level of performance achieved with respect to applicable Performance Goals during the Performance Period. The table below sets forth the 2023 LTIP award grant values (at Target) that were approved by the Compensation Committee for each NEO.
LTIP
| Name | Target LTIP Award Grant Value | | Trevor Baldwin | $2,000,000 | | Bradford Hale | 900,000 | | Daniel Galbraith | 900,000 | | John Valentine(1) | 900,000 | | Kris Wiebeck(1) | 900,000 |
LTIP
| (1) Refer to “Overview of 2023 Compensation Framework”—“Retirement Compensation” for details of LTIP awards retained by Messrs. Valentine and Wiebeck in connection with their retirement compensation. |
LTIP
The number of Target PSUs granted was determined by dividing the Target award grant value by a price per share equal to the average of the volume weighted average prices for a share of our Class A common stock on the Nasdaq across the 30 consecutive calendar days immediately prior to the grant date. PSUs are described more fully below.
PSUs
PSUs The number of shares earned pursuant to PSUs will be determined based on the following performance metrics (and weighting of each metric), in each case as measured over the Performance Period:
PSUs
| Performance Metric | | 30% of Target Number of PSUs Based on Relative TSR v. Compensation Peer Group | | 30% of Target Number of PSUs Based on Relative TSR v. Russell 3000 Growth Index | | 40% of Target Number of PSUs Based on 3-year Organic Revenue Compound Annual Growth Rate |
PSUs
Relative TSR v. Compensation Peer Group means the Company’s compound annual total shareholder return for the Performance Period, compared to the compound annual total shareholder return of our Compensation Peer Group for the same period. Relative TSR v. Russell 3000 Growth Index means the Company’s compound annual total shareholder return for the Performance Period, compared to the compound annual total shareholder return of the Russell 3000 Growth Index for the same period. In each case, the Company uses the average closing price for the last 30 trading days immediately prior to the beginning of the Performance Period and the average closing price for the last 30 trading days at the end of the Performance Period, as adjusted for dividends and stock splits as applicable. The 3-year organic revenue compound annual growth rate (“CAGR”) means the Company’s average annual organic revenue growth during the three-year Performance Period. The Compensation Committee set the following performance level ranges applicable to each TSR and CAGR Performance Goal and the percentage of PSUs to be earned based on the Company’s level of achievement of the applicable TSR and CAGR Performance Goal:
PSUs
| Performance Level | Relative TSR Portion (60% of PSU Award) | | CAGR Portion | | | | Relative TSR v. Compensation Peer Group (50% of Relative TSR Portion) | Relative TSR v. Russell 3000 Growth Index (50% of Relative TSR Portion) | (40% of PSU Award) | Percentage of PSUs Earned Based on Performance Goal | | | | | 3-year Organic Revenue CAGR | | | Threshold | 40th Percentile | 40th Percentile | 7% | 50% | | Target | 55th Percentile | 55th Percentile | 10% | 100% | | Superior | 90th Percentile | 90th Percentile | 20% | 350% |
PSUs
As illustrated above, for the Performance Period, with respect to each TSR Performance Goal, performance at the Threshold level will result in 50% of the Target number of PSUs being earned with respect to such Performance Goal; performance at the Target level will result in 100% of the Target number of PSUs being earned; performance at or above the Superior level will result in no more than a maximum of 350% of the Target number of PSUs being earned. Performance below the Threshold level will result in no PSUs being earned with respect to such Performance Goal. Performance between the foregoing levels for each Performance Goal will be calculated on the basis of linear interpolation. If the Company’s TSR for the Performance Period is negative, the maximum level of performance achievable under either of the TSR Performance Goals is Target. The table below sets forth the grant values of PSUs for each NEO for the Performance Period, at each of Threshold, Target and Superior performance.
PSUs
| Name | Threshold PSU Award Grant Value (50% of Target) | Target PSU Award Grant Value | Superior PSU Award Grant Value (350% of Target) | | Trevor Baldwin | $1,000,000 | $2,000,000 | $7,000,000 | | Bradford Hale | 450,000 | 900,000 | 3,150,000 | | Daniel Galbraith | 450,000 | 900,000 | 3,150,000 | | John Valentine | 450,000 | 900,000 | 3,150,000 | | Kris Wiebeck | 450,000 | 900,000 | 3,150,000 |
PSUs
The following sets forth the aggregate number of PSUs our NEOs would earn, assuming achievement of the Target level of performance of all the TSR and CAGR Performance Goals over the Performance Period:
PSUs
| Name | Target Number of PSUs | | Trevor Baldwin | 81,054 | | Bradford Hale | 36,474 | | Daniel Galbraith | 36,474 | | John Valentine(1) | 36,474 | | Kris Wiebeck(1) | 36,474 |
PSUs
| (1) Refer to “Overview of 2023 Compensation Framework”—“Retirement Compensation” for details of Messrs. Valentine and Wiebeck retirement agreements. |
Compensation Risk Assessment
| • | To further ensure that the interests of our NEOs are aligned with those of our shareholders, a significant portion of executive officer long-term incentive compensation is awarded as equity subject to vesting requirements. PSUs typically cliff-vest and settle after a three-year period based on achievement of applicable performance goals at the end of a three-year period. |
Summary Compensation Table
Summary Compensation Table The below summary compensation table contains compensation paid to our NEOs during the years ended December 31, 2023, 2022 and 2021.
Summary Compensation Table
| Name and Position | Year | Salary ($) | Stock Awards ($)(1) | Non-equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Trevor Baldwin | 2023 | 400,000 | 3,828,490 | 2,169,600 | — | 6,398,090 | | Chief Executive Officer | 2022 | 400,000 | 2,453,920 | 1,898,400 | — | 4,752,320 | | | 2021 | 400,000 | 1,344,981 | 1,701,000 | — | 3,445,981 | | Bradford Hale(4) | 2023 | 300,000 | 1,722,798 | 1,122,600 | 20,000 | 3,165,398 | | Chief Financial Officer | 2022 | 295,577 | 1,051,634 | 767,532 | 18,200 | 2,132,943 | | | 2021 | 300,000 | 1,488,192 | 549,000 | 14,000 | 2,351,192 | | Daniel Galbraith | 2023 | 300,000 | 1,722,798 | 1,104,600 | 21,500 | 3,148,898 | | President, BRP and Chief Executive Officer, Retail Brokerage Operations | 2022 | 295,577 | 1,051,634 | 805,107 | 20,100 | 2,172,418 | | | 2021 | 300,000 | 806,942 | 556,250 | 15,500 | 1,678,692 | | John Valentine(5) | 2023 | 300,000 | 3,616,004 | — | 4,017,200 | 7,933,204 | | Former Chief Partnership Officer | 2022 | 300,000 | 1,051,634 | 818,133 | 19,300 | 2,189,067 | | | 2021 | 300,000 | 806,942 | 573,750 | 14,000 | 1,694,692 | | Kris Wiebeck(6) | 2023 | 300,000 | 3,616,004 | — | 4,029,750 | 7,945,754 | | Former Chief Strategy Officer | 2022 | 300,000 | 1,051,634 | 805,107 | 20,800 | 2,177,541 | | | 2021 | 300,000 | 806,942 | 586,429 | 16,000 | 1,709,371 |
Summary Compensation Table
| (1) For 2023, the amounts shown for Messrs. Baldwin, Hale and Galbraith represent the grant date fair value of PSUs (with a performance period of January 1, 2023 to December 31, 2025) awarded to our NEOs under the LTIP, as follows: Mr. Baldwin—81,054 PSUs; Mr. Hale—36,474 PSUs; and Mr. Galbraith—36,474. For 2023, the amounts shown for Messrs. Valentine and Wiebeck represent the grant date fair value of PSUs and RSAs awarded under the LTIP, including the effect of repricing all awards previously granted under the LTIP in connection with their respective retirement agreements, as follows for each of them: 15,352 repriced PSUs (with a performance period of January 1, 2021 to December 31, 2023); 21,396 repriced PSUs (with a performance period of January 1, 2022 to December 31, 2024); 36,474 issued and 36,474 repriced PSUs (with a performance period of January 1, 2023 to December 31, 2025); 3,069 repriced RSAs (vesting ratably over three years); and 5,652 repriced RSAs (vesting ratably over four years). The original grant date fair value of PSU awards issued under the 2023 LTIP was $1.72 million to each of Messrs. Valentine and Wiebeck. The incremental fair value of the repriced PSU and RSA awards issued in connection with Messrs. Valentine and Wiebeck’s retirement was $1.89 million to each of them. For 2022, the amounts shown represent the grant date fair value of PSUs (with a performance period of January 1, 2022 to December 31, 2024) and RSAs (vesting ratably over 5 years) awarded to our NEOs under the LTIP, as follows: Mr. Baldwin—49,926 PSUs and 16,486 RSAs; Mr. Hale—21,396 PSUs and 7,065 RSAs; Mr. Galbraith—21,396 PSUs and 7,065 RSAs; Mr. Valentine—21,396 PSUs and 7,065 RSAs; and Mr. Wiebeck—21,396 PSUs and 7,065 RSAs. For 2021, the amounts shown represent the grant date fair value of PSUs (with a performance period of January 1, 2021 to December 31, 2023) and RSAs (vesting ratably over 5 years) awarded to our NEOs under the LTIP, as follows: Mr. Baldwin—25,588 PSUs and 8,529 RSAs; Mr. Hale—15,352 PSUs and 5,117 RSAs; Mr. Galbraith—15,352 PSUs and 5,117 RSAs; Mr. Valentine—15,352 PSUs and 5,117 RSAs; and Mr. Wiebeck—15,352 PSUs and 5,117 RSAs. In addition, for 2021, the amounts shown for Mr. Hale include the grant date fair value of 25,000 RSAs awarded in conjunction with his promotion. For a discussion of valuation assumptions used to determine the grant date fair value of these awards, see Note 15 to our audited consolidated financial statements for the year ended December 31, 2023 included in our Annual Report on Form 10-K filed with the SEC on February 28, 2024. |
Summary Compensation Table
| (2) For 2023, the amounts shown represent the dollar value of bonuses in respect of 2023 performance paid to our NEOs in 2024 in fully vested shares of our Class A common stock issued under our Omnibus Plan as follows: Mr. Baldwin—73,917 shares; Mr. Hale—38,246 shares; and Mr. Galbraith—37,633 shares. For 2022, the amounts shown represent the dollar value of bonuses in respect of 2022 performance paid to our NEOs in 2023, which was paid 100% in fully vested shares of our Class A common stock issued under our |
Summary Compensation Table
| Omnibus Plan, as follows: Mr. Baldwin—76,938 shares; Mr. Hale—31,106 shares; Mr. Galbraith—32,629 shares; Mr. Valentine—33,157 shares; and Mr. Wiebeck—32,629 shares. For 2021, the amounts shown represent the dollar value of bonuses in respect of 2021 performance paid to our NEOs in 2022, which was paid 50% in cash and 50% in fully vested shares of our Class A common stock issued under our Omnibus Plan, as follows: Mr. Baldwin—$850,500 cash and 32,050 shares; Mr. Hale—$274,500 cash and 10,344 shares; Mr. Galbraith—$278,125 cash and 10,480 shares; Mr. Valentine—$286,875 cash and 10,810 shares; and Mr. Wiebeck—$293,214 cash and 11,049 shares. |
Summary Compensation Table
| (3) For 2023, the amounts shown represent (i) tax preparation services paid for by BRP on behalf of Messrs. Hale, Galbraith, Valentine and Wiebeck (in their capacity as BRP LLC Members) in respect of 2022 taxes at a cost of $8,000, $9,500, $10,000 and $29,750 respectively; (ii) matching contributions under our 401(k) Plan for Messrs. Hale, Galbraith and Valentine of $12,000, $12,000 and $7,200, respectively; (iii) severance compensation in connection to the retirements of Messrs. Valentine and Wiebeck of $2,560,000 each; and (iii) compensation in lieu of 2023 bonuses in connection to the retirements of Messrs. Valentine and Wiebeck of $1,440,000 each. |
Summary Compensation Table
| (4) Mr. Hale was appointed as our Chief Financial Officer effective April 1, 2021. Prior to that, Mr. Hale served as our Chief Accounting Officer. |
Summary Compensation Table
| (5) Mr. Valentine retired from his role as our Chief Partnership Officer effective December 31, 2023. |
Summary Compensation Table
| (6) Mr. Wiebeck retired from his role as our Chief Strategy Officer effective December 31, 2023. |
Grants of Plan Based Awards for Fiscal Year 2023
Grants of Plan Based Awards for Fiscal Year 2023 The following table provides information regarding all incentive and stock awards we granted to our NEOs for 2023:
Grants of Plan Based Awards for Fiscal Year 2023
| | | Estimated possible payouts under non-equity incentive plan awards | | | Estimated future payouts under equity incentive plan awards | | | All other stock | | | Name | Grant date | | | | | | | awards: Number of shares of stock or units (#) | Grant date fair value of stock and option awards ($)(1) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Trevor Baldwin | | | | | | | | | | | 2023 Annual Bonus | | 600,000 | 1,200,000 | 3,600,000 | | | | | | | PSU | 2/22/2023 | | | | 40,527 | 81,054 | 283,694 | | 3,828,490 | | Bradford Hale | | | | | | | | | | | 2023 Annual Bonus | | 300,000 | 600,000 | 1,800,000 | | | | | | | PSU | 2/22/2023 | | | | 18,237 | 36,474 | 127,661 | | 1,722,798 | | Daniel Galbraith | | | | | | | | | | | 2023 Annual Bonus | | 300,000 | 600,000 | 1,800,000 | | | | | | | PSU | 2/22/2023 | | | | 18,237 | 36,474 | 127,661 | | 1,722,798 | | John Valentine(2) | | | | | | | | | | | 2023 Annual Bonus | | 300,000 | 600,000 | 1,800,000 | | | | | | | PSU | 2/22/2023 | | | | 18,237 | 36,474 | 127,661 | | 1,722,798 | | PSU | 11/3/2023 | | | | 36,610 | 73,222 | 219,534 | | 1,690,617 | | RSA | 11/3/2023 | | | | | | | 8,721 | 202,589 | | Kris Wiebeck(3) | | | | | | | | | | | 2023 Annual Bonus | | 300,000 | 600,000 | 1,800,000 | | | | | | | PSU | 2/22/2023 | | | | 18,237 | 36,474 | 127,661 | | 1,722,798 | | PSU | 11/3/2023 | | | | 36,610 | 73,222 | 219,534 | | 1,690,617 | | RSA | 11/3/2023 | | | | | | | 8,721 | 202,589 |
Grants of Plan Based Awards for Fiscal Year 2023
| (1) Represents the grant date fair value of stock awards granted during 2023, calculated in accordance with ASC Topic 718. The grant date fair value of stock awards granted to Messrs. Valentine and Wiebeck represent the repriced awards issued under the LTIP. |
Grants of Plan Based Awards for Fiscal Year 2023
| (2) Mr. Valentine retired from his role as our Chief Partnership Officer effective December 31, 2023. This table includes PSU and RSA awards originally issued under the LTIP during fiscal years 2021, 2022 and 2023, which are considered cancelled and reissued to Mr. Valentine in connection with his retirement agreement as follows: 15,352 repriced PSUs (with a performance period of January 1, 2021 to December 31, 2023); 21,396 repriced PSUs (with a performance period of January 1, 2022 to December 31, 2024); 36,474 issued and 36,474 repriced PSUs (with a performance period of January 1, 2023 to December 31, 2025); 3,069 repriced RSAs (vesting ratably over three years); and 5,652 repriced RSAs (vesting ratably over four years). |
Grants of Plan Based Awards for Fiscal Year 2023
| (3) Mr. Wiebeck retired from his role as our Chief Strategy Officer effective December 31, 2023. This table includes PSU and RSA awards originally issued under the LTIP during fiscal years 2021, 2022 and 2023, which were cancelled and reissued to Mr. Wiebeck in connection with his retirement agreement as follows: 15,352 repriced PSUs (with a performance period of January 1, 2021 to December 31, 2023); 21,396 repriced PSUs (with a performance period of January 1, 2022 to December 31, 2024); 36,474 issued and 36,474 repriced PSUs (with a performance period of January 1, 2023 to December 31, 2025); 3,069 repriced RSAs (vesting ratably over three years); and 5,652 repriced RSAs (vesting ratably over four years). |
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The following table provides information on the holdings of unvested stock awards by our NEOs at December 31, 2023.
Outstanding Equity Awards at 2023 Fiscal Year-End
| Name | | Stock Awards | | | | | | Type of Equity | 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 ($)(1) | | Trevor Baldwin | RSA | — | — | 18,305(2) | 439,686 | | | PSU | — | — | 202,697(3) | 4,868,782 | | Bradford Hale | RSA | 25,000(4) | 600,500 | 8,721(5) | 209,478 | | | PSU | — | — | 89,822(6) | 2,157,524 | | Daniel Galbraith | RSA | — | — | 8,721(5) | 209,478 | | | PSU | — | — | 89,822(6) | 2,157,524 | | John Valentine(7) | RSA | — | — | 8,721(5) | 209,478(9) | | | PSU | — | — | 89,822(6) | 2,157,524(9) | | Kris Wiebeck(8) | RSA | — | — | 8,721(5) | 209,478(9) | | | PSU | — | — | 89,822(6) | 2,157,524(9) |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (1) The amounts shown are based on the closing market price of our Class A common stock on December 31, 2023, which was $24.02 per share. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (2) These RSAs vest subject to Mr. Baldwin’s continued employment as follows: (i) 1,706 vested on March 15, 2024 with the remaining 3,411 to vest in equal annual installments over two years beginning March 15, 2025 and (ii) 3,297 vested on March 15, 2024 with the remaining 9,891 to vest in equal annual installments over three years beginning March 15, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (3) Of these PSUs, (i) 14,978 have a performance period of January 1, 2022 to December 31, 2024 and represent payouts at the threshold performance level (50% of target awards); (ii) 49,925 have a performance period of January 1, 2022 to December 31, 2024 and represent payouts at the superior performance level (250% of target awards); (iii) 24,316 have a performance period of January 1, 2023 to December 31, 2025 and represent payouts at the threshold performance level (50% of target awards); and (iv) 113,478 have a performance period of January 1, 2023 to December 31, 2025 and represent payouts at the superior performance level (350% of target awards). The number of PSUs that are earned following the end of the performance period will vest, subject to Mr. Baldwin’s continued employment, on March 15, 2025, March 15, 2025, March 15, 2026 and March 15, 2026, respectively. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (4) These RSAs vest on April 1, 2026 subject to Mr. Hale’s continued employment through the vesting date. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (5) These RSAs vest subject to the NEO’s continued employment (except as it pertains to Messrs. Valentine and Wiebeck’s RSAs) as follows: (i) 1,023 vested on March 15, 2024 with the remaining 2,046 to vest in equal annual installments over two years beginning March 15, 2025 and (ii) 1,413 vested on March 15, 2024 with the remaining 4,239 to vest in equal annual installments over three years beginning March 15, 2025. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (6) Of these PSUs, (i) 6,420 have a performance period of January 1, 2022 to December 31, 2024 and represent payouts at the threshold performance level (50% of target awards); (ii) 21,395 have a performance period of January 1, 2022 to December 31, 2024 and represent payouts at the superior performance level (250% of target awards); (iii) 10,942 have a performance period of January 1, 2023 to December 31, 2025 and represent payouts at the threshold performance level (50% of target awards); and (iv) 51,065 have a performance period of January 1, 2023 to December 31, 2025 and represent payouts at the superior performance level (350% of target awards). The number of PSUs that are earned following the end of the performance period will vest, subject to the NEO’s continued employment (except as it pertains to Messrs. Valentine and Wiebeck’s PSUs), on March 15, 2025, March 15, 2025, March 15, 2026 and March 15, 2026, respectively. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (7) Mr. Valentine retired from his role as our Chief Partnership Officer effective December 31, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (8) Mr. Wiebeck retired from his role as our Chief Strategy Officer effective December 31, 2023. |
Outstanding Equity Awards at 2023 Fiscal Year-End
| (9) The repricing of Messrs. Valentine and Wiebeck’s RSA and PSU awards does not have an effect on the market value of the shares disclosed in this table. |
Options Exercised and Stock Vested for Fiscal Year 2023
Options Exercised and Stock Vested for Fiscal Year 2023
Options Exercised and Stock Vested for Fiscal Year 2023
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Trevor Baldwin | 81,942 | 2,011,090 | | Bradford Hale | 48,562 | 1,162,593 | | Daniel Galbraith | 259,487 | 6,088,997 | | John Valentine(2) | 225,901 | 5,581,209 | | Kris Wiebeck(3) | 35,066 | 859,988 |
Options Exercised and Stock Vested for Fiscal Year 2023
| (1) Calculated as the aggregate dollar amount realized upon the vesting of RSAs and/or LLC Units, determined by multiplying the number of shares/LLC Units acquired on vesting by the closing market price of our Class A common stock on the respective vesting dates. |
Options Exercised and Stock Vested for Fiscal Year 2023
| (2) Mr. Valentine retired from his role as our Chief Partnership Officer effective December 31, 2023. |
Options Exercised and Stock Vested for Fiscal Year 2023
| (3) Mr. Wiebeck retired from his role as our Chief Strategy Officer effective December 31, 2023. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control Our NEOs, excluding Kris Wiebeck and John Valentine, are entitled to certain payments and/or other benefits upon qualifying terminations of employment and/or a change in control of the Company. None of our NEOs are entitled to enhanced salary, cash bonuses, cash severance, commissions or other cash compensation of any kind in connection with a change in control, but are eligible for certain acceleration of vesting of equity awards in connection with a change in control. With regard to PSUs granted under our LTIP, in the event of a change in control (as defined in the Omnibus Plan) on or prior to the last day of the Performance Period, performance with respect to the Performance Goals will be determined in good faith by the Compensation Committee. The PSU awards, to the extent earned, will remain outstanding thereafter and will vest subject to the executive’s continued employment through the vesting date. If the executive’s employment is terminated by the Company without cause within 12 months following the change in control, subject to the executive officer’s execution and non-revocation of a release of claims, the PSU awards, to the extent earned, will fully vest. With regard to RSAs granted under our LTIP, if the executive’s employment is terminated by the Company without cause or, if applicable, by the executive officer for good reason, within 12 months following a change in control, subject to the executive officer’s execution and non-revocation of a release of claims, unvested shares subject to outstanding RSAs will fully vest. For such purposes, “change in control” generally means (i) any person or entity (with limited exceptions) is (or becomes, during any 12-month period) the beneficial owner of 50% or more of the total voting power of the stock of the Company; (ii) the replacement of more than 50% of the members of our Board of Directors during any 12-month period; (iii) the consummation of a merger or consolidation of the Company with another entity, or the issuance of voting securities in connection with the merger or consolidation of the Company with any other entity (unless (x) the Company’s voting securities outstanding immediately prior to such transaction continue to represent at least 50% of the total voting power of the stock of the successor or surviving corporation (or its parent) or (y) the merger or consolidation is effected to implement a recapitalization (or similar transaction) and no person or entity is or becomes the beneficial owner of 50% or more of either the Company’s then-outstanding shares of common stock or the combined voting power of the Company’s then-outstanding voting securities); or (iv) the sale or disposition of all or substantially all of the Company’s assets in which any person or entity acquires (or has acquired during the 12-month period ending on the date of the most recent acquisition by such person or entity) assets from the Company that have a total gross fair market value equal to more than 50% of the total gross fair market value of all of the Company’s assets immediately prior to such acquisition(s). The table below sets forth the estimated value each NEO would have received with respect to the accelerated vesting of equity-based awards had a change in control and a qualifying termination of employment (as described above) occurred on December 31, 2023, determined based on the closing price per share of our Class A common stock as of December 31, 2023 and the calculated performance of PSU metrics as of December 31, 2023.
Potential Payments Upon Termination or Change in Control
| Name | Qualifying Termination Upon a Change in Control ($)(1) | | Trevor Baldwin | | | RSAs | 439,686 | | PSUs | 3,730,234(2) | | Bradford Hale | | | RSAs | 209,478 | | PSUs | 1,652,888(2) | | Daniel Galbraith | | | RSAs | 209,478 | | PSUs | 1,652,888(2) |
Potential Payments Upon Termination or Change in Control
| (1) The amounts shown are based on the closing market price of our Class A common stock on December 31, 2023, which was $24.02 per share. |
Potential Payments Upon Termination or Change in Control
| (2) The PSU award agreements provide that, upon a change in control, the Compensation Committee will determine, in good faith, the performance achieved and the related number of shares that will vest. The amounts shown utilize TSR calculations provided by FW Cook to estimate the level of awards the Board would have determined to have been achieved at December 31, 2023. |
Potential Payments Upon Termination or Change in Control
Effective as of December 31, 2023, John Valentine and Kris Wiebeck retired from their positions as Chief Partnership Officer and Chief Strategy Officer, respectively, under mutual agreements with the Company. Messrs. Valentine and Wiebeck each received $2.56 million of severance compensation and $1.44 million representing early payment of the 2023 bonus otherwise payable under the Company’s 2023 annual incentive plan in respect of 2023 performance. The agreements permit the continued vesting of RSAs and PSUs previously granted to Messrs. Valentine and Wiebeck under the LTIP, in each case, subject to all other conditions of the award agreements, with the exception only of Messrs. Valentine and Wiebeck’s continued employment following the retirement date. The value of RSAs determined to have been achieved by each of Messrs. Valentine and Wiebeck was approximately $0.2 million at December 31, 2023. The PSU award agreements provide that, upon a change in control, the Compensation Committee will determine, in good faith, the performance achieved and the related number of shares that will vest. We estimate the value of PSUs the Board would have determined to have been achieved by each of Messrs. Valentine and Wiebeck at December 31, 2023, based on the closing market price of our Class A common stock of $24.02 per share and utilizing TSR calculations provided by FW Cook, to be approximately $1.65 million.
Potential Payments Upon Termination or Change in Control
| Pay Versus Performance |
Pay Versus Performance Table
Pay Versus Performance Table The following pay versus performance table contains information regarding compensation paid to our principal executive officer (“PEO”) and our other NEOs during the years ended December 31, 2023, 2022, 2021 and 2020 (to the extent they served as our NEOs for such years), our total shareholder return and that of our peer group, and other measures of BRP Group’s performance.
Pay Versus Performance Table
| | | | Average Summary Compensation Table Total for Non-PEO NEOs (3) | Average Compensation Actually Paid to Non- PEO NEOs (4) | Value of Initial Fixed $100 Investment Based On: | | Net Income (Loss) | Organic Revenue Growth (7) | | Year | Summary Compensation Table Total for PEO (1) | Compensation Actually Paid to PEO (2) | | | Total Shareholder Return (5) | Peer Group Total Shareholder Return (6) | | | | 2023 | $6,398,090 | $3,745,445 | $5,548,314 | $3,040,128 | $149.66 | $158.02 | $(164,019,000) | 19 % | | 2022 | 4,752,320 | 3,795,606 | 2,167,992 | (691,351) | 156.64 | 144.45 | (76,748,000) | 23 % | | 2021 | 3,445,981 | 3,913,812 | 1,858,487 | 3,261,901 | 224.99 | 147.05 | (58,120,000) | 22 % | | 2020 | 1,124,000 | 1,124,000 | 1,197,355 | 6,792,375 | 186.73 | 106.87 | (29,885,000) | 16 % |
Pay Versus Performance Table
| (1) Summary compensation table total for PEO amounts represent those reported for Trevor Baldwin. our Chief Executive Officer, for each of the corresponding years in the “Total” column of the Summary Compensation Table. |
Pay Versus Performance Table
| (2) Compensation actually paid to PEO represents that of Mr. Baldwin, which is computed in accordance with Item 402(v) of Regulation S-K and does not reflect total compensation actually realized or received. Compensation actually paid to PEO is calculated as follows for each of the years presented. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance Table
| Calculation of Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $6,398,090 | $4,752,320 | $3,445,981 | $1,124,000 | | Less: value of Stock Awards per the Summary Compensation Table | (3,828,490) | (2,453,920) | (1,344,981) | — | | Plus: year-end fair value of awards granted in covered fiscal year that are unvested at year-end | 2,546,549 | 2,291,676 | 1,812,812 | — | | Plus or minus: covered year change in fair value of awards granted in prior years that are unvested at year-end | (553,618) | (775,704) | — | — | | Plus or minus: change in fair value from vest date of awards granted in prior years that vest in the covered fiscal year | (13,111) | (18,766) | — | — | | Less: prior year-end fair value of awards granted in prior years that failed to meet vesting in the covered fiscal year | (803,975) | — | — | — | | Compensation Actually Paid to PEO | $3,745,445 | $3,795,606 | $3,913,812 | $1,124,000 |
Pay Versus Performance Table
| (3) Average summary compensation table total for Non-PEO NEOs is calculated as (i) the average summary compensation table total amounts for Messrs. Hale, Galbraith, Valentine and Wiebeck for 2023, 2022 and 2021 and (ii) the average summary compensation table total amounts for Messrs. Galbraith, Valentine and Wiebeck for 2020; Mr. Hale’s 2020 compensation is not required to be disclosed because 2021 was his first year as an NEO. |
Pay Versus Performance Table
| (4) Average compensation actually paid to Non-PEO NEOs is calculated as (i) the average amounts paid to Messrs. Hale, Galbraith, Valentine and Wiebeck for 2023, 2022 and 2021 and (ii) the average amounts paid to Messrs. Galbraith, Valentine and Wiebeck for 2020; Mr. Hale’s 2020 compensation is not required to be disclosed because 2021 was his first year as an NEO. Compensation actually paid to non-PEO NEOs is computed in accordance with Item 402(v) of Regulation S-K and does not reflect total compensation actually realized or received. Compensation actually paid to non-PEO NEOs is calculated as follows for each of the years presented. Equity values are calculated in accordance with ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. |
Pay Versus Performance Table
| Calculation of Compensation Actually Paid to Non-PEO NEOs | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $5,548,314 | $2,167,992 | $1,858,487 | $1,197,355 | | Less: value of Stock Awards per the Summary Compensation Table | (2,669,401) | (1,051,634) | (977,255) | — | | Plus: year-end fair value of awards granted in covered fiscal year that are unvested at year-end | 1,485,366 | 982,104 | 1,313,314 | — | | Plus or minus: covered year change in fair value of awards granted in prior years that are unvested at year-end | (245,240) | (1,712,535) | 1,319,326 | 5,773,023 | | Plus or minus: change in fair value from vest date of awards granted in prior years that vest in the covered fiscal year | (137,999) | (1,077,278) | (251,971) | (178,003) | | Less: prior year-end fair value of awards granted in prior years that failed to meet vesting in the covered fiscal year | (940,912) | — | — | — | | Compensation Actually Paid to Non-PEO NEOs | $3,040,128 | $(691,351) | $3,261,901 | $6,792,375 |
Pay Versus Performance Table
| (5) Total shareholder return represents that of the Company, assuming $100 was invested on December 31, 2019. |
Pay Versus Performance Table
| (6) Peer group total shareholder return represents that of the S&P Composite 1500 Insurance Brokers Index, assuming $100 was invested on December 31, 2019. |
Pay Versus Performance Table
| (7) Organic revenue is calculated as commissions and fees for the relevant period, excluding the first twelve months of commissions and fees generated from new Partners. Organic revenue growth is the change in organic revenue period-to-period, with prior period results adjusted to include commissions and fees that were excluded from organic revenue in the prior period because the relevant Partners had not yet reached the twelve-month owned mark, but which have reached the twelve-month owned mark in the current period. Refer to the Appendix to this Proxy Statement for reconciliations of non-GAAP financial measures to comparable GAAP financial measures. |
Pay Versus Performance Graphs
Pay Versus Performance Graphs The following graphs display the relationships for compensation actually paid to PEO (“PEO CAP ”) and average compensation actually paid to non-PEO NEOs (“NEO CAP”) versus TSR, net income (loss) and organic growth for the years ended December 31, 2020, 2021, 2022 and 2023.
Pay Versus Performance Graphs
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Financial Performance Measures
| CEO Pay Ratio |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
PROPOSAL NO. 1 ELECTION OF DIRECTORS Our Board of Directors currently consists of ten directors: Lowry Baldwin, Trevor Baldwin, Jay Cohen, Joseph Kadow, Barbara Matas, Sathish Muthukrishnan, Sunita Parasuraman, Ellyn Shook, Chris Sullivan and Myron Williams. The Class II directors whose terms expire at the Annual Meeting are Trevor Baldwin, Jay Cohen and Barbara Matas. At the Annual Meeting, the Board is recommending that the shareholders elect Trevor Baldwin, Jay Cohen and Barbara Matas to serve as Class II directors for a term ending at the annual meeting of shareholders to be held in 2027. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three nominees named below. In the event that any nominee should be unavailable for election as a result of an unexpected occurrence, those shares will be voted for the election of those substitute nominee(s) as the Board of Directors may propose or the Board may reduce its size. Each person nominated for election has agreed to serve if elected, and management has no reason to believe that any nominee will be unable to serve. Directors are elected by a plurality of the votes of the shares cast at the meeting (excluding “Withheld” and broker non-votes, which will not affect the outcome of the vote). This means that the nominees receiving the highest number of affirmative (“FOR”) votes (among votes properly cast virtually or by proxy) will be elected as directors. The following table sets forth information with respect to each nominee’s position and office held with the Company and each nominee’s age as of the date of this Proxy:
PROPOSAL NO. 1 ELECTION OF DIRECTORS
| Name | Age | Position | Director Since | | Trevor Baldwin | 38 | Director and Chief Executive Officer | 2019 | | Jay Cohen | 58 | Director | June 2021 | | Barbara Matas | 64 | Director | February 2020 |
PROPOSAL NO. 1 ELECTION OF DIRECTORS
Set forth in “Our Board of Directors and Director Nominees” above is biographical information for each nominee, including certain information regarding our nominees’ individual experience, qualifications, attributes and skills that led the Board of Directors to conclude that they should serve as directors and that they should be elected at the Annual Meeting.