BROWN & BROWN INC (BRO)
Sector: Financials
2026 Annual Meeting Analysis
BROWN & BROWN INC · Meeting: May 6, 2026
Directors FOR
13
Directors AGAINST
1
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Directors
Against Analysis
Mr. Hyatt Brown is the father of CEO J. Powell Brown and father of Executive Vice President P. Barrett Brown; a director with a direct familial relationship to the CEO raises independence concerns under the policy's familial relationship trigger, warranting an AGAINST vote.
For Analysis
CEO and director; 3-year TSR of +17.6% vs. peer median of +19.4% is only -1.8pp below peers, well within the 35pp threshold for a low-positive absolute TSR company, so no TSR trigger fires.
Independent director with relevant business and public-company board experience; no overboarding, attendance, or TSR trigger issues identified.
Independent director with extensive banking and financial industry experience; no overboarding, attendance, or TSR trigger issues identified.
Independent director and CPA with strong financial expertise serving on the Audit Committee; no overboarding, attendance, or TSR trigger issues identified.
Independent director with business and public-sector leadership experience; no overboarding, attendance, or TSR trigger issues identified.
Joined the board in August 2025, well within the 24-month new-director exemption from the TSR trigger; no other adverse policy flags identified.
Independent director with deep insurance industry experience; director since 2023 and TSR trigger does not apply given peer gap is well within threshold.
Independent director with extensive financial services and insurance M&A expertise; no overboarding, attendance, or TSR trigger issues identified.
Independent director with deep insurance CEO experience; director since 2023 and TSR trigger does not apply given peer gap is well within threshold.
Independent director with financial and operational expertise chairing the Audit Committee; director since 2023 and no adverse policy flags identified.
Lead Independent Director and sitting CEO of Ameris Bancorp; holds one outside public board seat (Brown & Brown), which is within the policy limit of two for a sitting CEO, and no TSR or other adverse flags apply.
Independent director with finance and capital markets experience; no overboarding, attendance, or TSR trigger issues identified.
Independent director with broad insurance industry leadership experience; joined in 2024 and is within the 24-month new-director exemption window, and no other adverse policy flags identified.
The board of 14 nominees is 86% independent and well-qualified overall. One AGAINST vote is warranted for Chairman J. Hyatt Brown due to his direct familial relationship with CEO J. Powell Brown and Executive Vice President P. Barrett Brown, which raises a governance concern about independence at the board's highest level. The TSR trigger does not fire for any director: BRO's 3-year return of +17.6% (low-positive absolute TSR band) trails the company-disclosed peer median by only -1.8pp, far short of the 35pp threshold required to trigger an AGAINST vote. Three newer directors (Johnson, Savio, and by recent-tenure context Krump, Masojada, and Patel) are either within or near the 24-month exemption window. All directors met the 75% attendance requirement in 2025.
Say on Pay
✓ FORCEO
J. Powell Brown
Total Comp
$8,641,088
Prior Support
96%%
CEO J. Powell Brown received total compensation of approximately $8.6 million in 2025, which is reasonable for a CEO of a $21.9 billion market cap insurance brokerage firm; the program structure is sound, with roughly 75% of long-term equity awards performance-based (vesting on organic revenue growth and earnings per share targets over three years), annual cash incentives paid below target (81% of target) reflecting actual organic revenue shortfalls, and the prior year's say-on-pay vote received overwhelming 96% shareholder support. The pay-for-performance alignment is adequate: variable pay was meaningfully reduced due to organic revenue underperformance, the company's 3-year stock return of +17.6% is broadly in line with its peers (only -1.8pp below peer median), and the company maintains a robust clawback policy, satisfying all key policy screens.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
23 yrs
Audit Fees
$7,480,697
Non-Audit Fees
$0
Deloitte has served since fiscal year 2002 (approximately 23 years), which is below the 25-year tenure threshold that would trigger a no vote; non-audit fees are zero, so the non-audit fee ratio is 0%, well below the 50% threshold; no material restatements are disclosed; and Deloitte is a Big 4 firm fully adequate for a company of BRO's size and complexity.
Overall Assessment
The 2026 Brown & Brown annual meeting presents a largely clean ballot: the auditor ratification and say-on-pay proposals both pass all policy screens and warrant FOR votes, the director slate is strong with 86% independence and no TSR trigger concerns, but one AGAINST vote is warranted for Chairman J. Hyatt Brown due to his direct familial relationship with the CEO. No stockholder proposals are included on this ballot, and the equity plan amendment (Proposal 4) falls outside the scope of the current voting policy.
Compensation Peer Group
4 companies disclosed in 2026 proxy filing