“Supported by our disciplined approach to

           managing our capital, we completed 30 high-quality

           acquisitions during the year with combined annual

           revenues of approximately $435 million.”

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Director Nominees

J. HYATT BROWN, 85 DIrector Since: 1993		J. POWELL BROWN, 55 Director Since: 2007		JAMES S. HUNT, 67 Director Since: 2013		TONI JENNINGS,1 73 Director since: 2007		TIMOTHY R.M. MAIN, 57 Director since: 2010		LAWRENCE L. GELLERSTEDT III, 66 Director Since: 2018
JAMES C. HAYS, 65 Director Since: 2018		THEODORE J. HOEPNER, 81 Director Since: 1994		JAYMIN B. PATEL, 55 Director Since: 2023		H. PALMER PROCTOR, JR.,2 54 Director Since: 2012		WENDELL S. REILLY, 65 Director Since: 2007		CHILTON D. VARNER, 80 Director Since: 2004

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PROXY SUMMARY

Director Skills and Diversity Highlights

NAME

GENDER

RACE/ ETHNICITY

Male

Female

White

Asian

J. Hyatt Brown

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J. Powell Brown

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Lawrence L. Gellerstedt III

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James C. Hays

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Theodore J. Hoepner

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James S. Hunt

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Toni Jennings

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Timothy R.M. Main

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Jaymin B. Patel

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H. Palmer Proctor, Jr.

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Wendell S. Reilly

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Chilton D. Varner

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Independent

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PROXY SUMMARY

Our Strategy and Performance

The Company’s strategy is focused on profitably growing our total and organic revenues while delivering strong, industry-leading operating margins and cash conversion. As part of our goal to manage capital in the long-term interests of our shareholders, we generally invest our earnings in the following ways: (1) internally by hiring new teammates, expanding our capabilities and investing in innovation, (2) making high-quality acquisitions and (3) returns to shareholders through the payment of dividends and periodic share repurchases. As part of our overall capital allocation strategy, we remain focused on preserving a level of flexibility and a conservative leverage profile, which enables us to deploy our capital in ways we believe optimize long-term shareholder value.

HOW WE INVEST OUR EARNINGS

Performance Highlights

In fiscal 2022, we delivered strong results, as reflected in the following financial and operational highlights:

BROWN & BROWN, INC.  |  3

Proposal 1: Election of Directors

At the Meeting, 12 directors will stand for reelection for a term expiring at the 2024 Annual Meeting of Shareholders. Information about each nominee’s experience and qualifications appears below.

All nominees have consented to being named in the Proxy Statement and have agreed to serve if elected. If any director nominee becomes unable or unwilling to serve, proxies will be voted for any substitute nominee(s) as the Board of Directors (the “Board”) may nominate on the recommendation of the Nominating/Corporate Governance Committee.

Vote Required; Majority Voting; Board Recommendation

promptly publicly disclose its decision concerning whether to accept the director’s resignation offer (and, if applicable, the reasons for rejecting the offer). If the Board does not accept the resignation, the director will continue to serve until the next annual meeting and until a successor has been elected and qualified. If the Board accepts the resignation, then the Board may fill any resulting vacancy or may decrease the size of the Board.

 

		The Board unanimously recommends a vote “FOR” each of the 12 director nominees

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BOARD AND CORPORATE GOVERNANCE MATTERS

Director Nominees

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.

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BOARD AND CORPORATE GOVERNANCE MATTERS

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BOARD AND CORPORATE GOVERNANCE MATTERS

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BOARD AND CORPORATE GOVERNANCE MATTERS

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BOARD AND CORPORATE GOVERNANCE MATTERS

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BOARD AND CORPORATE GOVERNANCE MATTERS

Directors Emeritus

From time to time, our Board may designate one or more of its former directors as “Director Emeritus” based on their past meritorious service to the Company. Our Directors Emeritus are entitled to attend Board meetings in an advisory capacity, but do not vote on Board matters, and they receive compensation and fees as may be deemed appropriate by the Company in view of their services to the Company.

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BOARD AND CORPORATE GOVERNANCE MATTERS

Director Independence

The New York Stock Exchange (“NYSE”) listed company manual requires directors to satisfy certain criteria to be deemed “independent.” The Board applies these standards in determining whether any director has a material relationship with the Company that would impair his or her independence, as discussed below. As required by the NYSE listed company manual, the Board considers all material relevant facts and circumstances known to it in making an independence determination from the standpoints of both the director and persons or organizations with which the director has an affiliation.

The Board has considered the independence of our nominees in light of these NYSE standards and has affirmatively determined that the following 9 of the 12 director nominees have no material relationship with us other than service as a director, and are therefore independent: Lawrence L. Gellerstedt III; Theodore J. Hoepner; James S. Hunt; Toni Jennings; Timothy R.M. Main; Jaymin B. Patel; H. Palmer Proctor, Jr.; Wendell S. Reilly and Chilton D. Varner. The following factors were relevant to the Board’s determination of independence:				75% of Our Directors Are Independent

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BOARD AND CORPORATE GOVERNANCE MATTERS

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.

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BOARD AND CORPORATE GOVERNANCE MATTERS

The Board’s Role and Responsibilities

Overview

The role of the Board of Directors is to oversee the affairs of the Company for the benefit of our shareholders and other constituencies, including our teammates, customers, suppliers, carrier partners and the communities in which we do business. The Board strives to propel the success and continuity of the Company’s business through the selection of qualified management and through ongoing monitoring designed to assure the Company’s activities are conducted in a legal, responsible and ethical manner.

Risk Oversight

The Board and its committees actively oversee the management of the Company’s risks. They receive regular reports from senior management on areas of material risk to the Company, including operational, financial, strategic, acquisition-related, technological, competitive, reputational, legal and regulatory risks.

The Board believes risk oversight is a responsibility of the entire Board, and it does not look to any individual director or committee to lead it in discharging this responsibility. However, our Board committees have specific oversight responsibilities relating to certain aspects of risk management:

While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through attendance at committee meetings or through committee reports about such risks.

We believe the Board’s approach to risk oversight, as described above, helps assess various risks, make informed decisions and proactively evaluate emerging risks for the Company.

Further, our Financial Internal Audit Team is responsible for the performance of the internal audit function and for testing compliance with policies and procedures relating to our financial reporting and control environment. Our Information Technology Audit Team is responsible for testing our systems and data security, as well as information technology controls. Our Insurance Operations Audit Team is responsible for the testing of our operational internal controls. Our Team Resources Audit Team tests compliance with internal guidelines and applicable employment law requirements relating to compensation and human resources and regularly assesses risks and potential risks associated with our operations. These teams evaluate and support the due diligence and integration of our acquisitions and report, through our Director of Internal Audit, to our Audit Committee quarterly, unless more frequent reports are necessary. Our Director of Internal Audit regularly reports directly to the Audit Committee and regularly reviews the audits of our businesses and related control environment.

Our General Counsel is primarily responsible for enterprise risk management for the Company. On a quarterly basis, our General Counsel presents an enterprise risk management analysis to our Audit Committee, which includes an assessment of overall risk, risk mitigation and elimination priorities, anonymous ethics hotline reports and claims liabilities. Also, our Chief Executive Officer and

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BOARD AND CORPORATE GOVERNANCE MATTERS

General Counsel annually deliver a detailed presentation to our Board of Directors about risks associated with our business. This presentation includes extensive discussion, analysis and categorization of risks with respect to the likelihood of occurrence, severity and frequency, as well as consideration of mitigating factors that contribute to lessening the potential adverse consequences associated with such risks (which can never, in any business, be fully eliminated). This presentation is prepared with input from the Company’s senior leaders, as well as our Chief Information Security Officer.

Talent Management and Succession Planning

The Chairman of the Board, as well as our Chief Executive Officer, routinely discuss with the Board, generally in executive sessions, the Company’s management development and succession activities.

Communication with Directors

Interested parties, including shareholders, may communicate with our Board of Directors, with specified members or committees of our Board, with non-management directors as a group or with the Lead Independent Director, H. Palmer Proctor, Jr., by sending correspondence to our Corporate Secretary at 300 North Beach St., Daytona Beach, Florida 32114, and specifying in such correspondence that the message is for our Board or one or more of its members or committees. Communications will be relayed to directors no later than the next regularly scheduled quarterly meeting of the Board and Board Committees.

Corporate Governance Principles; Code of Business Conduct and Ethics; Code of Ethics for Chief Executive Officer and Senior Financial Officers

The Board of Directors has adopted Corporate Governance Principles, a Code of Business Conduct and Ethics and a Code of Ethics for Chief Executive Officer and Senior Financial Officers, the full text of each of which can be found in the “Corporate Governance” section of the “Investor Relations” tab, under “Key Documents” on our website (www.bbinsurance.com), and each of which is available in print to any shareholder who requests a copy by writing to our Corporate Secretary at 300 North Beach St., Daytona Beach, Florida 32114.

Related Party Transactions Policy

Under our written Related Party Transactions Policy, our General Counsel (or our Chief Executive Officer if the related party is our General Counsel or an immediate family member of our General Counsel) will review any potential Related Party Transaction to determine if it is subject to the Policy. If so, the transaction will be referred to the Nominating/Corporate Governance Committee for approval or ratification. If, however, the General Counsel determines that it is not practical to wait until the next meeting of the Nominating/Corporate Governance Committee, the Chair of the Nominating/Corporate Governance Committee shall have the authority to act on behalf of the Nominating/Corporate Governance Committee on whether to approve or ratify a Related Party Transaction (unless the Chair of the Nominating/Corporate Governance Committee is a Related Party in the Related Party Transaction). In determining whether to approve or ratify a Related Party Transaction, the Nominating/Corporate Governance Committee (or, as applicable, the Chair of the Nominating/Corporate Governance Committee) will consider, among other things, the benefits of the transaction to the Company, the potential effect of entering into the transaction on a director’s independence, the availability of other sources for the products or services, the terms of the transaction and the terms available to unrelated third parties generally. The Nominating/Corporate Governance Committee has authority to administer the Policy and to amend it as appropriate from time to time.

For purposes of our Policy, “Related Party Transactions” are transactions in which the Company is a participant, the amount involved exceeds $120,000 when all such transactions are aggregated with respect to an individual, and a “related party” had, has or will have a direct or indirect material interest. “Related parties” are our directors (including any nominees for election as directors), our executive officers, any shareholder who beneficially owns more than five percent (5%) of our outstanding common stock, and any firm, corporation, charitable organization or other entity in which any of the persons listed above is an officer, general partner or principal or in a similar position or in which the person has a beneficial ownership interest of ten percent (10%) or more.

Relationships and Transactions with Affiliated Parties

Zambezi, LLC (“Zambezi”), a Florida limited liability company whose Members and Managers are J. Hyatt Brown and his wife, Cici Brown, owns a Cessna Citation Sovereign aircraft (the “Aircraft”), which the Company leases pursuant to an Aircraft Dry Lease Agreement (the “Agreement”) with Zambezi. In 2022, the Company paid Zambezi $157,865 under the Agreement to lease the Aircraft. Pursuant to the Agreement, subject to availability of the Aircraft and other specified conditions, Mr. Hyatt Brown has the right to use the Aircraft for personal use, subject to reimbursement paid to the Company at the maximum rate permitted by law. Mr. Hyatt Brown paid $246,904 to the Company for such personal use of the Aircraft in 2022. The Company and Zambezi also are party to an

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BOARD AND CORPORATE GOVERNANCE MATTERS

Airside Sub-Lease Agreement and Services Agreement, pursuant to which Zambezi leases hangar space from the Company and pursuant to which pilots and mechanics employed by the Company are available to pilot and service the Aircraft as provided therein. In 2022, Zambezi paid the Company $19,937 for the lease of hangar space for the Aircraft and $291,087 for the services of pilots and mechanics employed by the Company and for parts, equipment and supplies related to the Aircraft’s maintenance and operation.

On July 27, 2020, the Company, Hays Companies, Inc., a Florida corporation f/k/a BBHG, Inc. and wholly owned subsidiary of the Company (“Buyer” or “HCI”), The HG Group, Inc., f/k/a The Hays Group, Inc., a Minnesota corporation (“THG”), The Hays Group Of Wisconsin LLC, a Minnesota limited liability company (“THGW”), The Hays Benefits Group, LLC, a Minnesota limited liability company (“THBG”), PlanIT, LLC, a Minnesota limited liability company (“PlanIT”), The Hays Benefits Group of Wisconsin, LLC, a Minnesota limited liability company (“THBGW”), and The Hays Group of Illinois, LLC, a Minnesota limited liability company (“THGI”); and Claims Management of Missouri, LLC, a Missouri limited liability company (dba MMMA Claims Management) (“MMMA,” and together with THG, THGW, THBG, PlanIT, THBGW and THGI, each a “Seller” and collectively, the “Sellers”), and THG, as the Sellers’ Representative (the “Sellers’ Representative”), entered into an amendment (the “Amendment”) to the asset purchase agreement dated October 22, 2018 (the “Purchase Agreement”), pursuant to which Buyer purchased certain assets and assumed certain liabilities of the Sellers (the “Acquisition”). The Purchase Agreement provided that the Sellers may receive additional consideration from Buyer, if earned, in the form of earn-out payments (the “Earn-Out Payments”) in the aggregate amount of up to $25,000,000 in cash over three years, subject to certain conditions and the successful achievement of average annual EBITDA compound annual growth rate targets for the acquired business during 2019, 2020 and 2021 (the “Earn-Out Period”). Pursuant to the Amendment, the parties to the Purchase Agreement agreed that (a) based on the financial performance of the acquired business from the period from January 1, 2019, through June 30, 2020, Buyer determined that the acquired business achieved sufficient average annual EBITDA that the calculated Earn-Out Payments will exceed the maximum Earn-Out Payments amount of $25,000,000, (b) the Sellers were deemed to have achieved the maximum Earn-Out Payments of $25,000,000 as of the date of the Amendment, (c) the operational covenants of Buyer with respect to the operation of the acquired business during the remainder of the Earn-Out Period were terminated and (d) the Earn-Out Payments of $25,000,000 would be paid in accordance with the Purchase Agreement in the first quarter of calendar year 2022. Mr. James Hays, who is one of our directors and also serves as Vice Chairman of the Company, had the right to receive cash consideration in the amount of approximately $5,200,000 upon payment of the Earn-Out Payments pursuant to the Amendment. In March 2022, the Company paid to Sellers the Earn-Out Payments of $25,000,000.

The owners of The Hays Financial Group, Inc. (“HFG”), a Minnesota corporation and registered investment advisor, include Brian Whinnery, who is the son-in-law of Mr. James Hays, and who individually owns approximately 15% of the outstanding stock of HFG, and THG, which owns approximately 65% of the outstanding stock of HFG and of which Mr. James Hays individually owns approximately 21% of the outstanding stock. During 2022, HFG paid HCI, a subsidiary of the Company, approximately $360,137 in connection with business referrals made from HCI to HFG.

During 2022, TGH paid to HCI, a subsidiary of the Company, approximately $108,000 in rent payments for office space used by HCI.

Jeffrey L. Hays, who is the son of Mr. James Hays, was the majority owner of RLA Insurance Intermediaries, LLC, a wholesale insurance brokerage firm headquartered in Boston, Massachusetts (“RLA”). Effective March 1, 2020, Peachtree Special Risk Brokers, LLC, a wholly owned subsidiary of the Company (“Peachtree”), acquired substantially all of the assets, and assumed certain liabilities, of RLA, pursuant to that certain asset purchase agreement (the “Asset Purchase Agreement”), by and among the Company, Peachtree, RLA and RLA’s individual owners. Pursuant to the Asset Purchase Agreement, Peachtree paid to RLA an initial purchase price of $50,725,000 at the closing of the transaction, and an additional amount of up to $22,500,000 may be paid based on the performance of the acquired assets during the three-year period following the effective date of the transaction. The Asset Purchase Agreement includes certain five-year non-competition and non-solicitation covenants applicable to Mr. Jeffrey Hays.

In addition, effective as of March 1, 2020, Mr. Jeffrey Hays became employed by Peachtree as an Executive Vice President and office leader of our new “RLA Insurance Intermediaries” office, and he entered into an Employment Agreement with Peachtree that provides for payment of the following compensation for a three-year term of employment: (i) an annual base salary of $400,000, (ii) an annual bonus based upon the performance of the RLA Insurance Intermediaries office and (iii) additional commissions based upon the growth of his individual book of business. During the initial three-year employment term, Peachtree may only terminate the Employment Agreement “with cause.” Mr. Jeffrey Hays’ Employment Agreement includes a prohibition on directly or indirectly soliciting or servicing our customers or soliciting our employees to leave their employment with us. For 2022, Mr. Jeffrey Hays received compensation of $502,053, consisting of $489,853 for services rendered in 2021 and $12,200 in matching contributions made by the Company to his 401(k) Plan account.

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BOARD AND CORPORATE GOVERNANCE MATTERS

Andrew M. Walker, who is the son of Chris L. Walker, is employed by a subsidiary of the Company as an underwriter in the Company’s San Diego, California office and received compensation of $252,094, consisting of $242,014 for services rendered in 2022, $576 in cash dividends paid on restricted stock granted under our 2010 Stock Incentive Plan (“2010 SIP”) and our 2019 Stock Incentive Plan (“2019 SIP”) for which conditions of vesting other than time-based conditions have been satisfied, and $9,504 in matching contributions made by the Company to his 401(k) Plan account. In addition, Mr. Andrew Walker received grants under our 2019 SIP in February 2022 and February 2023 with grant date fair values of $14,948 and $14,995, respectively.

Alexander J. Walker, who is the son of Chris L. Walker, is employed by a subsidiary of the Company as a senior business development manager in the Company’s San Diego, California office and received compensation of $191,716, consisting of $184,421 for services rendered in 2022, $18 in cash dividends paid on restricted stock granted under our 2019 SIP for which conditions of vesting other than time-based conditions have been satisfied, and $7,277 in matching contributions made by the Company to his 401(k) Plan account. In addition, Mr. Alexander Walker received grants under our 2019 SIP in February 2022 and February 2023 with grant date fair values of $14,948 and $19,954, respectively.

Board Structure and Process

Board Leadership

Our Board has the flexibility to determine whether the roles of Chairman of the Board and Chief Executive Officer should be separated or combined. The Board makes this decision based on its evaluation of the circumstances and the specific needs of the Company. Mr. Hyatt Brown, who retired from the position of Chief Executive Officer in 2009, continues to serve as Chairman of the Board, while Mr. Powell Brown serves as Chief Executive Officer.

We believe our leadership structure is desirable because it allows Mr. Powell Brown to focus his efforts on running our business and managing the Company in the best interests of our shareholders while we continue to realize the benefits of Mr. Hyatt Brown’s extensive business and industry experience, knowledge of our company, current and past service on boards of other publicly traded companies and proven leadership ability.

The Board conducts executive sessions of non-management directors in connection with each regularly scheduled meeting of the Board. Our Lead Independent Director, H. Palmer Proctor, Jr., presides over these executive sessions.

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BOARD AND CORPORATE GOVERNANCE MATTERS

Board and Board Committee Matters

Our Board of Directors has an Audit Committee, Compensation Committee and Nominating/Corporate Governance Committee. The charters of each of these Board committees are available in the “Corporate Governance” section of the “Investor Relations” tab, under “Key Documents” on our website (www.bbinsurance.com) and are also available in print to any shareholder who requests a copy from the Corporate Secretary at 300 North Beach St., Daytona Beach, Florida 32114. Our committee meetings are generally attended by all Board members, subject to the availability of each director, which we believe enables our Board to function in a more collaborative, transparent and effective manner, and which we believe promotes collegiality among the Board and enhances our directors’ knowledge about each area of our business.

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BOARD AND CORPORATE GOVERNANCE MATTERS

Director Tenure and Board Refreshment

The Nominating/Corporate Governance Committee regularly considers the composition of the Board. However, we have not established a mandatory retirement age or other term limits because we believe longer-tenured directors can bring important experience and institutional knowledge that are critical to the success of our Board and the long-term interests of our shareholders. Consideration is given to rotating committee members, committee chairs and the Lead Independent Director position generally every three to five years because we believe we benefit from having a level of consistency in our committee compositions and committee chairs, but that fresh perspectives likewise facilitate enhanced Board and committee performance. Our Nominating/Corporate Governance Committee evaluates the performance of each incumbent director at least annually before recommending such director’s nomination for an additional term. In addition, any director who has a job change must submit a letter of resignation resigning from the Board. The submission of a letter of resignation provides an opportunity for the Board to review the continued appropriateness of the director’s membership on the Board under the circumstances.

Board Evaluations

The Nominating/Corporate Governance Committee conducts an annual evaluation of the Board and its committees, as well as the individual performance of each director. As part of this process, all directors complete detailed confidential questionnaires to provide feedback on the effectiveness of the Board, the committees and the performance of individual directors. The results of the questionnaires are compiled anonymously by the Chair of the Nominating/Corporate Governance Committee in the form of summaries, and the feedback is reviewed and discussed by the Nominating/ Corporate Governance Committee and subsequently reported to the full Board. We believe these assessments allow us to continually improve the effectiveness of our Board and committee meetings throughout the year.

Meetings and Attendance

During 2022, our Board of Directors held eight meetings. Each incumbent director serving during 2022 attended at least 75% of the total number of Board meetings, and 75% of the total number of meetings of committees of which such director is or was a member. The Board expects, but does not require, directors, all of whom, other than Hugh M. Brown are director nominees, to attend the Annual Meeting of Shareholders. All then-current members of the Board attended the 2022 Annual Meeting of Shareholders.

Shareholder Engagement

We regularly meet with investors, prospective investors and investment analysts on a broad range of topics, including our strategy, financial performance and technology initiatives. We also routinely engage with shareholders after each quarterly earnings call and material news announcement, as well as in connection with conferences and other events. We view these conversations, which typically include our Chief Financial Officer, and may also include our Chief Executive Officer and/or the leaders of our operating segments, as opportunities for us to receive and discuss valuable insights into our shareholders’ priorities and perspectives throughout the year.

We also engage with shareholders on corporate governance matters. As a result of discussions with shareholders that began in 2022, we recently adopted proxy access and also formalized our long-standing practice to consider diversity in seeking the most highly qualified director candidates.

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BOARD AND CORPORATE GOVERNANCE MATTERS

Director Compensation

2022 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. There were no changes to the compensation of our non-employee directors for 2022.

During 2022, non-employee directors were paid an annual retainer of $90,000, 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 received in May 2022 a grant of fully vested shares of our common stock under our 2019 SIP, valued at $100,000, valued as of the close of business on the last business day before the regular May meeting of the Compensation Committee.

No director who is an employee receives separate compensation for services rendered as a director.

The following table sets forth cash and other compensation earned during 2022 by directors who are not Named Executive Officers.

2022 DIRECTOR COMPENSATION

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BOARD AND CORPORATE GOVERNANCE MATTERS

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.

SURVEY COMPARISON

As part of FW Cook’s analysis, the Compensation Committee reviewed and considered data from the 2021 – 2022 NACD Director Compensation Report, which consisted of data from general industry companies with a blend of medium and large company data with annual revenues between $2.5 and $10 billion.

Results of FW Cook’s Analysis

Based upon the results of FW Cook’s analysis, the Compensation Committee concluded that:

Based upon FW’s Cook’s analysis and the Compensation Committee’s recommendation, in March 2023, the Board approved the following changes to the compensation for our non-employee directors, to be effective immediately following the 2023 Annual Meeting of Shareholders:

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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, 2023. 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.

Vote Required; Board Recommendation

		The Board unanimously recommends a vote “FOR” this proposal.

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AUDIT MATTERS

Report of the Audit Committee

The Audit Committee of the Board of Directors operates pursuant to an Audit Committee Charter, which was most recently reviewed by the Committee in October 2022 and last amended in January 2021. The Charter is posted on the Company’s website (www.bbinsurance.com) in the “Corporate Governance” section of the “Investor Relations” tab, under “Key Documents.”

Each member of the Audit Committee qualifies as “independent” (as that term is defined in the NYSE listed company manual, as well as other statutory, regulatory and other requirements applicable to the Company’s Audit Committee members).

With respect to the fiscal year ended December 31, 2022, the Audit Committee:

It is not the duty or responsibility of the Audit Committee to conduct auditing or accounting reviews or procedures. In performing its oversight responsibility, members of the Audit Committee rely without independent verification on the information provided to them and on the representations made by management and the independent registered public accountants. Accordingly, the Audit Committee’s considerations and discussions do not assure that the audit of the Company’s financial statements has been carried out in accordance with the standards of the Public Company Accounting Oversight Board or that the financial statements are presented in accordance with generally accepted accounting principles in the United States of America (“GAAP”).

AUDIT COMMITTEE

James S. Hunt (Chair)

Theodore J. Hoepner

Lawrence L. Gellerstedt III

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Fees Paid to Deloitte & Touche LLP

We incurred the following fees for services performed by Deloitte & Touche LLP for fiscal years 2022 and 2021:

Audit Committee Policy for Pre-Approval of Independent Registered Public Accountant Services

Our policy requires that the Audit Committee consider and approve in advance any proposed engagement of the independent registered public accountants to perform services in addition to those approved in connection with their annual engagement letter, except for certain limited non-audit services. During fiscal years 2022 and 2021, all services were approved by the Audit Committee in accordance with this policy.

Negotiation of Fees Payable to the Independent Registered Public Accountant

Each year, the Company’s management begins a robust, good-faith negotiation, overseen by the Audit Committee, with the independent registered public accountant regarding the independent registered public accountants’ proposed fees for the engagement. This negotiation includes a review for reasonableness of fees incurred during the previous year, as well as a review for reasonableness of fees for the proposed engagement, with consideration of any enhancements to the Company’s financial and other internal controls as a result of the Company’s year-over-year growth and expansion into new international jurisdictions.

Audit Committee Audit Partner Selection

In conjunction with the required rotation, the Audit Committee is involved, together with the Company’s management team, in the evaluation and selection of the new lead audit partner.

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INFORMATION CONCERNING INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

Evaluation of Independent Registered Public Accountant

On at least an annual basis, the Audit Committee, together with the Company’s management, evaluates the performance of the independent registered public accountants in connection with its decision to re-engage the independent registered public accountants. As part of this evaluation, which is based, in part, upon the Center for Audit Quality’s external auditor assessment tool, the Audit Committee and the Company’s management consider, among other things, the quality of services performed by the independent registered public accountants; the skill and responsiveness of the engagement team; the independent registered public accountants’ understanding of the Company, including the Company’s operational and financial risks; and the independent registered public accountants’ tenure.

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PROPOSAL 3: ADVISORY VOTE TO APPROVE NAMED EXECUTIVE OFFICER COMPENSATION

At the Meeting, we will ask our shareholders to approve, on a nonbinding, advisory basis, under Section 14A of the Exchange Act, the compensation of our Named Executive Officers as disclosed in this Proxy Statement. This proposal, commonly known as a “say-on-pay” proposal, gives our shareholders the opportunity to express their views on our executive compensation. We have held a similar shareholder vote every year since 2011 and expect to hold a similar vote at the 2024 Annual Meeting.

As described in detail below under “Compensation Discussion and Analysis,” our executive compensation program is designed to attract, motivate and retain our Named Executive Officers, who are critical to our success. Accordingly, our Named Executive Officers are rewarded to the extent we achieve specific annual goals and deliver financial performance intended to increase long-term shareholder value.

Our Compensation Committee has adopted an approach to executive compensation that we believe enables the Company to retain its executive talent while remaining committed to our core compensation philosophy of paying for performance and aligning executive compensation with shareholder interests. The Committee continually reviews the compensation programs for our Named Executive Officers with the goal of most effectively aligning our executive compensation structure with our shareholders’ interests and current market practices. For example, (1) a significant portion of pay is performance-based, (2) compensation is incentive-driven with both short- and long-term focus and (3) we believe components of compensation are linked to increasing shareholder value.

We are again asking our shareholders to indicate their support for our executive officer compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our Named Executive Officers and the philosophy, program and practices described in this Proxy Statement in accordance with the SEC’s compensation disclosure rules. Accordingly, we ask our shareholders to vote “FOR” the approval, on an advisory basis, of executive compensation.

The say-on-pay vote is advisory and therefore not binding on the Company, the Compensation Committee or our Board. However, our Board and Compensation Committee value the opinions of our shareholders, and to the extent there is any significant vote against the executive compensation as disclosed in this Proxy Statement, we will consider our shareholders’ concerns, and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

Accordingly, we ask our shareholders to vote on the following resolution at the Meeting:

“RESOLVED, that the compensation paid to the Company’s Named Executive Officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion, is hereby APPROVED.”

Vote Required; Board Recommendation

		The Board unanimously recommends a vote “FOR” this proposal.

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COMPENSATION MATTERS

Compensation Committee Report

Notwithstanding anything to the contrary set forth in any of our previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that might incorporate future filings, including this Proxy Statement, in whole or in part, the following Board Compensation Committee Report shall not be incorporated by reference into any such filings.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and based on this review and those discussions, has recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement.

COMPENSATION COMMITTEE

Wendell S. Reilly (Chair)

Hugh M. Brown

Toni Jennings

Chilton D. Varner

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EXECUTIVE SUMMARY

Our Compensation Committee has responsibility for the design, implementation, review and approval of the compensation of our executive officers. We seek to provide an executive compensation package that supports our business strategy and is driven by our overall financial performance, the success of the operating segments and corresponding financial performance that are directly impacted by the executive’s leadership and the performance of the individual executive. The Compensation Committee periodically reviews, with the support of an independent compensation consultant, the pay practices of other companies with the goal of confirming that the Company’s executive compensation program remains competitive but does not target compensation decisions or levels to a specific percentile or other absolute measures related to comparison group data.

At last year’s Annual Meeting of Shareholders, 96% of the votes cast were in favor of the advisory vote to approve executive compensation. In view of this favorable vote (as well as a similar favorable vote in 2021) and the success of our 2021 executive compensation policies in incentivizing results that were aligned with the long-term interests of our shareholders, as well as other factors (including regulatory requirements, market considerations and Company and individual performance), our executive compensation policies and practices remained substantially unchanged from the prior year.

Named Executive Officers

For 2022, our Named Executive Officers were as follows:

J. POWELL BROWN   Chief Executive Officer and President		R. ANDREW WATTS   Chief Financial Officer, Executive Vice President and Treasurer		P. BARRETT BROWN   Executive Vice President and President – Retail Segment		J. SCOTT PENNY   Executive Vice President and Chief Acquisitions Officer		CHRIS L. WALKER   Executive Vice President and President – National Programs Segment

We believe our compensation system continues to effectively incentivize our executive officers to deliver results for the Company that are aligned with the long-term interests of our shareholders. As reflected in the table below, we delivered another year of strong performance in 2022, and as a result, the annual cash incentives for our Named Executive Officers were calculated and paid above the target amounts:

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COMPENSATION DISCUSSION AND ANALYSIS

Performance Highlights

TOTAL SHAREHOLDER RETURN⁽¹⁾

Source: CapIQ as of 12/31/2022

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COMPENSATION DISCUSSION AND ANALYSIS

Our Compensation Philosophy

Our compensation system is intended to:

In support of these goals, for 2022, our incentive compensation program included both long- and short-term compensation components that were tied to increases in our adjusted diluted earnings per share, Organic Revenue growth, Adjusted EBITDAC Margin and predetermined personal objectives for each of our executive officers. We believe our compensation program rewarded our executives for delivering strong financial results that aligned with the long-term interests of our shareholders.

Compensation Components

Our compensation philosophy is reflected in the following short-term and long-term compensation components:

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COMPENSATION DISCUSSION AND ANALYSIS

The chart below shows the 2022 mix of compensation for our Chief Executive Officer and for the other Named Executive Officers as a group.

How We Set Compensation

Role of Management

The Compensation Committee considers input from our Chief Executive Officer in making determinations regarding the compensation of our executive officers, other than our Chief Executive Officer. As part of the annual planning process, our Chief Executive Officer recommends and presents to the Compensation Committee for consideration, base salary adjustments, framework and targets for our annual cash incentive program, and long-term equity incentive award amounts, in each case based upon an individual’s performance and responsibilities, as well as comparative market data, as described below, for our executive officers, other than our Chief Executive Officer. In addition, our Chief Executive Officer periodically presents to the Compensation Committee and the Board his evaluation of each executive officer’s performance and reviews succession plans for each of our executive officers.

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 2015-2022.

Comparative Market Assessments

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 the pay practices of other companies with the goal of seeing that the Company’s executive compensation program remains competitive. Historically, these analyses have been completed approximately every two or three years, unless there has been a material change in our business or in one of our segments, as comparative market rates do not typically materially change over the short term.

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COMPENSATION DISCUSSION AND ANALYSIS

2022 Compensation

January 2022 Comparative Market Assessments

In January 2022, FW Cook conducted analyses of our compensation levels for our Chief Executive Officer and Chief Financial Officer (the “January 2022 CEO/CFO Comparative Market Assessment”) and in February 2022 for our executive officers with responsibility for the Company’s operating segments (the “January 2022 Segment Head Comparative Market Assessment”), in each case as compared to a group of our peers (the “January 2022 Comparative Market Assessments”), as described below.

Peer Comparison Group

For the January 2022 CEO/CFO Comparative Market Assessment, FW Cook focused on our Peer Comparison Group.

For the January 2022 Segment Head Comparative Market Assessment, FW Cook focused on only those peers within the Peer Comparison Group that are insurance brokers and for which compensation information was available for executive officers with direct responsibility for operating segments similar to those overseen by our executive officers (the “Select Segment Head Peers”).

For a discussion of the Peer Comparison Group, including a list of peers comprising the Peer Comparison Group, see “2023 Director Compensation.”

Survey Comparison

As part of the January 2022 Comparative Market Assessments, the Compensation Committee also reviewed and considered data from certain third-party surveys.

Results of the January 2022 Comparative Market Assessments

Based upon the results of the January 2022 CEO/CFO Comparative Market Assessment, the Compensation Committee determined that, among other things, the total 2021 direct compensation for Messrs. Powell Brown and Watts, which includes their base salary, target cash incentive amount and target long-term equity incentives, was generally aligned with the market median. As a result, the Compensation Committee did not apply any pay rate adjustments for Messrs. Powell Brown or Watts for 2022.

Based upon the results of the January 2022 Segment Head Comparative Market Assessment, the Compensation Committee determined that, among other things, the total 2021 direct compensation for Messrs. Barrett Brown, Penny and Walker, which includes their base salary, target cash incentive amount and target long-term equity incentives, was below the 50th percentile of the Select Segment Head Peers.

Consideration of Last Year’s “Say-On-Pay” Vote

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COMPENSATION DISCUSSION AND ANALYSIS

2022 Base Salaries

The Compensation Committee changed the 2022 base salaries of certain of our Named Executive Officers, as follows: