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 also has sons P. Barrett Brown (Executive Vice President) employed at the company; a director with a familial relationship to senior management — especially the CEO — triggers a policy No vote regardless of his otherwise extensive qualifications.
For Analysis
CEO and director since 2007; BRO's 3-year TSR of +24.8% outperforms the peer median of +21.9% by +2.9pp, well below the 65pp threshold needed to trigger a No vote for a strong-positive TSR company, and no other policy flags apply.
Independent director since 2018 serving as Compensation Committee Chair; 3-year TSR comparison shows BRO outperforming the peer median, so no TSR trigger fires, and no overboarding, attendance, or other policy concerns are identified.
Independent director since 1994 with extensive banking and financial experience; no TSR underperformance trigger applies, and the proxy confirms all directors met the 75% attendance threshold in 2025.
Independent director since 2013 and a CPA serving on the Audit Committee; BRO's 3-year TSR outperforms the disclosed peer group median, and no overboarding or attendance flags are identified.
Independent director since 2007 with business and public service experience; no TSR trigger, attendance issue, or other policy concern applies.
Independent director appointed August 2025, so fewer than 24 months of tenure; policy exempts new directors from the TSR trigger for their first 24 months, and no other policy flags apply.
Independent director since 2023 with deep insurance industry experience; tenure is under 24 months, exempting him from the TSR trigger, and no other policy concerns are identified.
Independent director since 2010 with extensive financial services and insurance M&A expertise; BRO's 3-year TSR outperforms the peer median and no overboarding or attendance flags apply.
Independent director since 2023 with global insurance CEO experience; tenure is under 24 months, exempting him from the TSR trigger, and no other policy concerns are identified.
Independent director since 2023 serving as Audit Committee Chair; tenure is under 24 months, exempting him from the TSR trigger, and his financial and regulated-industry background adequately supports audit committee service.
Independent Lead Director since 2012; BRO's 3-year TSR of +24.8% outperforms the peer median, well short of the 65pp underperformance threshold, and as a sitting CEO of Ameris Bancorp he holds only one outside public board seat (BRO), which is within the policy limit.
Independent director since 2007 with capital markets and operational experience; no TSR underperformance trigger fires, and no overboarding or attendance concerns are identified.
Independent director since 2024 with extensive insurance industry leadership experience; tenure is under 24 months, exempting her from the TSR trigger, and no other policy concerns apply.
Thirteen of the fourteen director nominees receive a FOR vote. J. Hyatt Brown receives an AGAINST vote solely due to a direct familial relationship with both the CEO (his son J. Powell Brown) and an Executive Vice President (his other son P. Barrett Brown), which triggers the policy's familial-relationship-to-senior-management rule. No TSR underperformance trigger fires for any director: BRO's 3-year total return of +24.8% outperforms the disclosed peer group median of +21.9% by +2.9pp, far below the 65pp threshold required for a company with strong positive absolute TSR. Several directors joined within the past 24 months and are separately exempt from the TSR trigger.
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 for 2025, which is consistent with benchmark expectations for a CEO at a $22.7 billion financial services company and does not exceed the policy's individual threshold. The compensation structure is appropriately performance-driven: 75% of equity awards are performance-based stock awards tied to multi-year organic revenue growth and earnings-per-share targets, and annual cash incentives paid out below target (at 81% of target for the CEO) because organic revenue growth fell short of budget — a clear sign the pay-for-performance link is functioning. The prior advisory vote received 96% support, well above the 70% threshold, and compensation practices were kept substantially unchanged in recognition of that endorsement.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
23 yrs
Audit Fees
$7,480,697
Non-Audit Fees
$0
Deloitte has served as BRO's auditor since fiscal year 2002, giving it approximately 23 years of tenure — below the 25-year threshold that would trigger a No vote. Non-audit fees are zero, so there is no independence concern from consulting or advisory work. Deloitte is a Big 4 firm appropriate for a company of BRO's size and complexity, and no material financial restatements are disclosed.
Overall Assessment
The 2026 Brown & Brown annual meeting ballot presents four proposals; this analysis covers the three standard governance proposals plus one out-of-scope equity plan amendment. The primary governance concern is the nomination of J. Hyatt Brown as a director — his direct familial relationship with the CEO and an Executive Vice President triggers a policy Against vote — while all other thirteen director nominees, the auditor ratification, and the say-on-pay proposal all receive For votes based on clean TSR performance versus peers, zero non-audit fees, and a well-structured pay program that demonstrably reduced payouts when organic revenue targets were missed.
Compensation Peer Group
4 companies disclosed in 2026 proxy filing