Dear Fellow Shareholders:

On behalf of Brown & Brown, Inc.’s Board of Directors, we are pleased to invite you to attend our Annual Meeting of Shareholders on Wednesday, May 8, 2024. Again this year, we will hold the meeting virtually via a live audio webcast to make the meeting more accessible to our shareholders across the world, while minimizing the costs of an in-person meeting. The attached Notice of Annual Meeting of Shareholders and Proxy Statement include important information about the matters to be voted on at the meeting. The proxy materials for the Annual Meeting, which include the Proxy Statement and 2023 Annual Report, are available online to expedite receipt of proxy materials while lowering the costs and reducing the environmental impact of the meeting.

Fiscal 2023 was another outstanding year for Brown & Brown, as we crossed our intermediate goal of $4 billion of annual revenues, fueled by a combination of high-quality acquisitions and strong company-wide organic revenue growth. We remained focused on growing profitably by expanding our industry-leading operating margins, and we increased our annual cash provided by operations to a record high of over $1 billion.

As part of our disciplined strategy to manage and allocate our capital for the long-term benefit of our shareholders, we completed 33 strategic acquisitions during the year with combined annual revenues of approximately $162 million. By focusing on acquisitions that fit culturally and make sense financially, we expanded our footprint domestically, as well as in various international locations, including in the United Kingdom, Canada and various Western European countries. We also increased our dividend for the 30th consecutive year, returning approximately $135 million to shareholders in 2023, and continued to pay down our debt, as we have done before after large capital deployments.

Our Board is committed to ongoing succession planning with the goal of attracting the most qualified director candidates with diverse backgrounds and skillsets to guide us on our journey as A Forever Company. To that end, between early 2023 and early 2024, we welcomed four highly qualified independent Board members who bring a combination of robust industry knowledge and extensive international experience.

Whether or not you attend the virtual meeting, we encourage you to vote online, by phone or by signing and returning your proxy card promptly in the enclosed envelope to assure your shares will be represented at the meeting. If you decide to attend the virtual meeting and vote your shares electronically, you will, of course, have that opportunity.

2023 Total Shareholder Return

⁺26%

1

Proxy Summary

4

Board and Corporate Governance Matters

48

Executive Compensation Tables

On behalf of our Board of Directors, our leadership team and our teammates, thank you for your investment in and commitment to Brown & Brown Insurance. We look forward to your participation at the Annual Meeting.

Sincerely,

H. PALMER PROCTOR, JR.

Lead Independent Director

J. HYATT BROWN

Chairman of the Board

This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. You should read the entire Proxy Statement carefully before voting.

Meeting Agenda

Meeting Information

TIME AND DATE

9:00 a.m. (EDT) on

Wednesday, May 8, 2024

LOCATION

The Annual Meeting will be held virtually. Please register at http://www.viewproxy.com
/bbinsurance/2024/htype.asp

RECORD DATE

Monday, March 4, 2024

PROPOSAL

1

2

Ratification of the

Appointment of

Deloitte & Touche LLP

FOR

page 23

3

Advisory Vote to Approve

Executive Compensation

 ^{Committee Chair}

^{Audit Committee}

  ^{Compensation Committee}

  ^{Acquisition Committee}

  ^{Nominating/Corporate Governance Committee}

1  Ms. Jennings previously served on our Board of Directors from 1999 until April 2003.

2  Lead Independent Director

J. HYATT

BROWN, 86

Director since: 1993

J. POWELL

BROWN, 56

Director since: 2007

LAWRENCE L. GELLERSTEDT III, 67

Director since: 2018

JAMES C.

HAYS, 66

Director since: 2018

THEODORE J. HOEPNER, 82

Director since: 1994

JAMES S.

HUNT, 68

Director since: 2013

TONI

JENNINGS,¹ 74

Director since: 2007

PAUL J.

KRUMP, 64

Director since: 2023

TIMOTHY R.M.

MAIN, 58

Director since: 2010

BRONISLAW E. MASOJADA, 62

Director since: 2023

JAYMIN B.

PATEL, 56

Director since: 2023

H. PALMER

PROCTOR, JR.,² 55

Director since: 2012

WENDELL S.

REILLY, 66

Director since: 2007

KATHLEEN A.

SAVIO, 58

Director since: 2024

CHILTON D.

VARNER, 81

Director since: 2004

Director Skills and Diversity Highlights

NAME

GENDER

RACE/ ETHNICITY

J. Hyatt Brown

J. Powell Brown

Lawrence L. Gellerstedt III

James C. Hays

Theodore J. Hoepner

James S. Hunt

Toni Jennings

Timothy R.M. Main

Paul J. Krump

Bronislaw E. Masojada

Jaymin B. Patel

H. Palmer Proctor, Jr.

Wendell S. Reilly

Kathleen A. Savio

Chilton D. Varner

Corporate Governance Highlights

Director Nominees

SHAREHOLDER RIGHTS

•  Annual election of directors

•  Majority voting for directors, with director resignation policy

BOARD INDEPENDENCE

•  Strong role for Lead Independent Director

•  Periodic rotation of committee members, committee chairs and Lead Independent Director

•  Executive sessions at every in-person Board meeting and virtually, when necessary

GOOD GOVERNANCE

•  Strong anti-hedging and anti-pledging provisions

•  Annual Board and committee self-evaluations

•  Strong executive and director stock ownership guidelines

•  Robust clawback policy

•  Committee meetings generally open to, and attended by, all directors

80^%

of Our Directors Are Independent

12

Average Tenure

of Our Directors in Years

7^%

of Our Directors

Are Ethnically/

Racially Diverse

20^%

of Our Directors

Are Female

Hiring new teammates and

expanding our capabilities

Making high-quality

acquisitions

Returns to shareholders through the payment of dividends and periodic share repurchases

PERFORMANCE

PERFORMANCE

Strong total and ORGANIC REVENUE GROWTH companywide

INCREASED our industry-leading operating margins

30TH consecutive annual dividend increase, returning approximately $135 MILLION to shareholders in 2023

ROBUST GROWTH in net cash provided by operating activities

33 STRATEGIC ACQUISITIONS with aggregate annual revenues of approximately $162 MILLION

Total revenue

Net Income

Diluted earnings per share

Company total commissions and fees growth

Retail segment² total commissions and fees growth

National Programs segment total commissions and fees growth

Wholesale Brokerage segment total commissions and fees growth

Services segment total commissions and fees growth

Company Organic Revenue³ growth

Retail segment Organic Revenue³ growth

National Programs segment Organic Revenue³ growth

Wholesale Brokerage segment Organic Revenue³ growth

Services segment Organic Revenue³ growth

Income before income taxes margin⁴

Adjusted EBITDAC Margin³

Net cash provided by operating activities

⁽¹⁾  Amount includes a pre-tax gain on disposal of $134.6 million associated with the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023.

⁽²⁾ The Retail segment includes commissions and fees reported in the “Other” column of the Segment Information table in Note 16 to our audited consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which includes corporate and consolidation items.

⁽³⁾  See Annex A for additional information regarding Organic Revenue, Organic Revenue growth and Adjusted EBITDAC Margin, which are non-GAAP financial measures, including a reconciliation to the most closely comparable GAAP financial measure.

⁽⁴⁾  Income before income taxes margin is calculated as the Company’s income before income taxes, as reported, divided by total revenues, as reported.

Age: 86

Director Since: 1993

J. HYATT BROWN

Chairman of the Board

Skills and Experience

Mr. Hyatt Brown was our Chief Executive Officer from 1993 to 2009 and our President from 1993 to December 2002 and served as President and Chief Executive Officer of our predecessor corporation from 1961 to 1993. He was a member of the Florida House of Representatives from 1972 to 1980 and Speaker of the House from 1978 to 1980. Mr. Brown served on the Board of Directors of International Speedway Corporation, a publicly held company, until 2019, and he previously served on the Board of Directors of Verisk Analytics, Inc. (formerly Insurance Services Office). Mr. Brown is a member of the Board of Trustees of Stetson University, of which he is a past Chairman, and the Florida Council of 100. Mr. Hyatt Brown’s sons, J. Powell Brown and P. Barrett Brown, are employed by us as President and Chief Executive Officer, and as Executive Vice President and President – Retail Segment, respectively. His son, J. Powell Brown, has served as a director since October 2007.

Nominee Attributes

Mr. Hyatt Brown’s extensive business and industry experience, knowledge of our company, service on boards of other publicly traded companies and proven leadership ability are just a few of the attributes that make him uniquely qualified to serve on and chair our Board.

Age: 56

Director Since: 2007

J. POWELL BROWN

Director and Chief Executive Officer

Skills and Experience

Mr. Powell Brown was named Chief Executive Officer in July 2009. He has been our President since January 2007 and was appointed to be a director in October 2007. Prior to 2007, he served as one of our Regional Executive Vice Presidents starting in 2002. Mr. Brown was previously responsible for overseeing certain or all parts of our segments and worked in various capacities throughout the Company since joining us in 1995. Mr. Brown has served on the Board of Directors of WestRock Company (formerly RockTenn Company), a publicly held company, since January 2010. He is the son of our Chairman, J. Hyatt Brown, and the brother of P. Barrett Brown, our Executive Vice President and President – Retail Segment.

Nominee Attributes

Mr. Powell Brown’s work in all segments of our Company, leadership experience at every level of our Company, current position as President and Chief Executive Officer and experience on other boards are among the qualities considered in connection with his nomination for reelection to the Board.

Age: 67

Director Since: 2018

Committees Served:

•  Acquisition

•  Compensation (Chair)

LAWRENCE L. GELLERSTEDT III

Independent Director

Skills and Experience

Mr. Gellerstedt has been a partner of Sweetwater Holdings Company, an Atlanta-based real estate investment firm, since March 2019. He previously served as Chairman of the Board and Chief Executive Officer of Cousins Properties Incorporated (Cousins) from July 2017 until January 2019 and as Cousins’ Executive Chairman of the Board from January 2019 until his retirement in April 2020. He served as President and Chief Executive Officer of Cousins from July 2009 to July 2017. Prior to this time, he held other roles at Cousins, including President and Chief Operating Officer, Executive Vice President and Chief Development Officer, and Senior Vice President and President of the Office/Multi-Family Division. Mr. Gellerstedt joined Cousins in 2005 following the acquisition of his firm, The Gellerstedt Group. He currently serves as a director of Georgia Power Co., a publicly held company, and previously served as a director of WestRock Company (formerly RockTenn Company) from 2000 to 2017.

Nominee Attributes

Mr. Gellerstedt’s breadth and depth of experience running businesses and serving on boards of both privately held and publicly traded companies, as well as his significant knowledge in real estate development, construction and project management, were all considered in connection with his nomination for reelection to the Board.

Age: 66

Director Since: 2018

Committees Served:

•  Acquisition

JAMES C. HAYS

Director and Vice Chairman

Skills and Experience

Mr. James Hays joined us as Vice Chairman in November 2018 following Brown & Brown’s acquisition of The Hays Group, Inc. and certain of its affiliates (collectively, Hays Companies). He co-founded Hays Companies in 1994 and served as its Chief Executive Officer and President and as a Director since its inception. Mr. James C. Hays serves on the Board of Directors of Skyward Specialty Insurance Group, Inc., a publicly held company.

Nominee Attributes

Mr. James Hays’ extensive experience in, and knowledge of, the insurance industry, as well as his impressive track record as an entrepreneur and investor in businesses, were among the factors considered in connection with his nomination for reelection to the Board.

Age: 82

Director Since: 1994

Committees Served:

•  Audit

•  Nominating/Corporate Governance

THEODORE J. HOEPNER

Independent Director

Skills and Experience

Mr. Hoepner served as Vice Chairman of SunTrust Bank, Inc. from January 2000 to December 2004 and as Vice Chairman of SunTrust Bank Holding Company from January 2005 until June 2005, when he retired. From 1995 to 2000, Mr. Hoepner was Executive Vice President of SunTrust Bank, Inc. and Chairman of the Board, President and Chief Executive Officer of SunTrust Banks of Florida, Inc.

Nominee Attributes

Mr. Hoepner’s years of experience in the banking industry, including extensive experience in management, make him a valuable addition to the Board. He previously chaired our Audit, Compensation and Acquisition Committees. These attributes were among the factors considered in connection with his nomination for reelection to the Board.

Age: 68

Director Since: 2013

Committees Served:

•  Acquisition

•  Audit (Chair)

JAMES S. HUNT

Independent Director

Skills and Experience

Mr. Hunt held various senior finance positions, including Executive Vice President and Chief Financial Officer, with Walt Disney Parks and Resorts Worldwide until his retirement in 2012. During his employment with Disney, he was a member of the Boards of Directors of Disney’s operating subsidiaries in Hong Kong and Shanghai, China and Disney’s two insurance company subsidiaries. Prior to that, he was a Partner with Ernst & Young. Mr. Hunt serves on the Board of Directors of Subway Worldwide, Inc., a private company and the world’s largest single-brand restaurant chain; the Board of Trustees of Penn Mutual Life, a mutual life insurance company, where he is a member of the Investment Committee and Chair of the Audit Committee; and the Board of Directors of the Nemours Foundation, where he is Chair of the Board of Directors, a member of the Nominating and Governance Committee and Chairman of the Audit, Finance and Compliance Committee. Mr. Hunt previously served as a director of two other publicly traded companies – Caesars Entertainment Corporation, where he was Chairman of the Board, and The St. Joe Company, where he was a member of the Compensation Committee and Chair of the Audit Committee. Mr Hunt is a member of the Standards and Emerging Issues Advisory Group, of the Public Company Accounting Oversight Board, to which he was appointed in 2022. He is a Certified Public Accountant (CPA) and a National Association of Corporate Directors-designated Board Leadership Fellow.

Nominee Attributes

Mr. Hunt’s extensive experience in executive and senior executive finance, strategy and related operational roles, financial expertise and significant international experience, along with his past service as a member of the Compensation Committee, were factors considered in connection with his nomination for reelection to the Board.

Age: 74

Director Since: 2007

Committees Served:

•  Compensation

•  Nominating/Corporate Governance

TONI JENNINGS

Independent Director

Skills and Experience

Ms. Jennings serves as Chairman of the Board of Jack Jennings & Sons, Inc., a commercial construction firm based in Orlando, Florida, and Jennings & Jennings, Inc., an architectural millwork firm based in Orlando, Florida. She served as President of Jack Jennings & Sons, Inc. from 1982 until 2003. Ms. Jennings previously served on our Board of Directors from 1999 until April 2003. From 2003 through 2006, Ms. Jennings served as Lieutenant Governor of the State of Florida. Ms. Jennings was a member of the Florida Senate from 1980 to 2000 and President of the Florida Senate from 1996 to 2000. She served in the Florida House of Representatives from 1976 to 1980. She is a member of the Board of Directors of Mid-America Apartment Communities, Inc., a publicly traded real estate investment trust (REIT), and the Foundation for Florida’s Future. Ms. Jennings previously served on the Board of Directors of Next Era Energy, Inc., a publicly held company, until 2021. In 2019, Ms. Jennings was named one of the Most Influential Corporate Directors by WomenInc. magazine.

Nominee Attributes

Ms. Jennings’ experience as owner and operator of a successful business, and her years of service in the legislative and executive branches of the State of Florida, along with her past service as a member of the Audit Committee and the Chair of the Compensation Committee, are features considered in concluding that she should continue to serve as a director of the Company.

Age: 64

Director Since: 2023

Committees Served:

•  Audit

•  Compensation

PAUL J. KRUMP          Recommended by Chief Executive Officer

Independent Director

Skills and Experience

Mr. Krump retired from Chubb Limited, the world’s largest publicly traded property and casualty insurance company, effective January 1, 2023, most recently serving as Vice Chairman, Global Underwriting and Claims from September 2020 until his retirement. From 2016 to 2020, Mr. Krump served as Executive Vice President, Chubb Group and President, North America Commercial and Personal Insurance. Before Chubb Limited’s January 2016 acquisition of The Chubb Corporation, Mr. Krump served as Chief Operating Officer of The Chubb Corporation. Mr. Krump joined The Chubb Corporation in 1982 as a commercial underwriting trainee in the Minneapolis office and held numerous headquarters and field positions in the United States and Europe, including President of Personal Lines and Claims and President of Commercial and Specialty Lines.

Nominee Attributes

Mr. Krump’s long and successful career in various roles at one the world’s leading insurance companies, along with his extensive international experience, are among the attributes the Board believes make him well qualified to serve on the Board.

Age: 58

Director Since: 2010

Committees Served:

•  Acquisition (Chair)

TIMOTHY R.M. MAIN

Independent Director

Skills and Experience

Mr. Main has served as Head of Investment Banking EMEA (U.K., Europe, Middle East & Africa) at Barclays Plc since October 2022 and from September 2016 until October 2022 as Global Head of the Financial Institutions Group. From October 2011 until September 2016, he was a Senior Managing Director of Evercore Partners. Prior to joining Evercore, Mr. Main worked at JPMorgan Chase, a global investment bank, for 23 years, most recently as a Managing Director and Head of the Financial Institutions Group.

Nominee Attributes

Mr. Main’s extensive experience with complex financial transactions and acquisitions, as well as his broad knowledge of the insurance industry acquired throughout his career, are key components considered in nominating Mr. Main for reelection to the Board.

Age: 62

Director Since: 2023

Committees Served:

•  Audit

•  Compensation

BRONISLAW E. MASOJADA       Recommended by Chief Executive Officer

Independent Director

Skills and Experience

Mr. Masojada served as Chief Executive Officer of Hiscox Group (“Hiscox”), a global specialist insurer and reinsurer listed on the London Stock Exchange, from 2000 until his retirement in 2021. Mr. Masojada first joined Hiscox in 1993 as Group Managing Director. Prior to joining Hiscox, Mr. Masojada began his career at McKinsey & Company. Mr. Masojada served as Deputy Chairman of Lloyd’s of London from 2001 to 2007. Mr. Masojada currently serves as Chair of the Board of Directors of SiriusPoint Ltd. He is an Alderman of the City of London and currently serves as its Sheriff.

Nominee Attributes

Mr. Masojada’s long and successful career leading a global insurer makes him well qualified to serve on our Board.

Age: 56

Director Since: 2023

Committees Served:

•  Acquisition

•  Audit

JAYMIN B. PATEL

Independent Director

Skills and Experience

Mr. Patel has served as the Executive Chairman of Perennial Climate Inc., a leading platform measuring, reporting and verifying soil-based carbon removal and climate-smart agriculture, since March 2019. From March 2015 to August 2018, he was Chief Executive Officer and a director of Brightstar Corporation, a global wireless device services company backed by Softbank (during that time). From 1994 to March 2015, Mr. Patel served in various executive and financial leadership roles at GTECH (now IGT), including President and Chief Executive Officer of GTECH Corporation, from 2007 to 2015, and Senior Vice President and Chief Financial Officer of the publicly traded GTECH Holdings Corporation from 2000 to 2006. Mr. Patel has served as a director of Bally’s Corporation since January 2021 and SpartanNash Company since February 2022. He previously was a director of Willis Towers Watson and Clarim Acquisition Corp., a special-purpose acquisition company, where he also served its President and Chief Financial Officer from January 2021 until December 2022.

Nominee Attributes

Mr. Patel’s extensive background operating businesses in regulated industries, combined with his unique combination of international experience, insurance knowledge and financial acumen, are among the attributes considered in connection with his nomination for reelection to the Board.

Age: 56

Director Since: 2012

Committees Served:

•  Nominating/Corporate Governance (Chair)

H. PALMER PROCTOR, JR.

Lead Independent Director

Skills and Experience

Mr. Proctor has served as Chief Executive Officer of Ameris Bancorp, a publicly held company (“Ameris”), and Ameris’s wholly owned bank subsidiary, Ameris Bank, since July 2019. He also serves as a director of Ameris. He previously served as President and Chief Executive Officer and a Director of Fidelity Bank and its holding company, Fidelity Southern Corporation, until their merger with Ameris Bank and Ameris, respectively, in July 2019. He is a member of the Advisory Board of Allied Financial. Mr. Proctor previously served as Chairman of the Georgia Bankers Association.

Nominee Attributes

Mr. Proctor’s business experience, leadership abilities and management expertise, along with his past service as a member of the Audit and Compensation Committees and Chair of the Acquisition Committee, were factors considered in connection with his nomination for reelection to the Board.

Age: 66

Director Since: 2007

Committees Served:

•  Compensation

•  Nominating/Corporate Governance

WENDELL S. REILLY

Independent Director

Skills and Experience

Mr. Reilly is Managing Partner of Grapevine Partners, LLC, of Atlanta, Georgia, a private investment company. He is also a General Partner of Peachtree Equity Partners II. Previously, he was Chairman of Berman Capital Advisors, as well as Chairman and Chief Executive Officer of Grapevine Communications, LLC, a group of local television stations. Earlier, he was the Chief Financial Officer of The Lamar Corporation and Haas Publishing Companies. Mr. Reilly currently serves on the Board of Directors of Lamar Advertising Company, a publicly traded company. He is Trustee Emeritus of Emory University and is past Chair of the Governance Committee of Emory University’s Board of Trustees, and he serves on the Board of Trustees of The Carter Center and the Board of Directors of the International Center for Journalists. Mr. Reilly is a graduate of Emory University and earned his MBA in Finance from Vanderbilt University.

Nominee Attributes

Mr. Reilly’s business background and experience enhance his ability to analyze and contribute valuable and unique insights on matters, including those relating to capital structure, financing and acquisition structure. Mr. Reilly’s contributions as a past Chairman of our Acquisition Committee, Compensation Committee and Nominating/Corporate Governance Committee, as well as his past service as Lead Independent Director, were also taken into consideration in connection with his nomination for reelection to the Board.

Age: 58

Director Since: 2024

KATHLEEN A. SAVIO         Recommended by Chief Executive Officer

Independent Director

Skills and Experience

Ms. Savio retired from Zurich Insurance Group, effective December 31, 2023, most recently serving as Chief Transformation Officer from January 2021 until her retirement. From January 2018 to December 2020, she served as Chief Executive Officer for Zurich North America and Chairwoman of the Boards of Zurich American Insurance Company and Zurich Holding Company of America. From 2012 through 2017, Ms. Savio served as Zurich North America’s Head of Alternative Markets. She joined Zurich in 1991 as an entry-level technical writer and served in numerous positions, including Chief Administrative Officer for North America Commercial, as well as roles in product underwriting and corporate marketing. Ms. Savio was named the 2021 Association of Professional Insurance Women (APIW) Woman of the Year.

Nominee Attributes

Ms. Savio’s broad knowledge of the insurance industry, extraordinary leadership abilities and extensive experience growing businesses organically and via acquisition are among the attributes that make her qualified to serve on our Board.

Age: 81

Director Since: 2004

Committees Served:

•  Compensation

•  Nominating/Corporate Governance

CHILTON D. VARNER

Independent Director

Skills and Experience

Ms. Varner has been a member of the law firm of King & Spalding in Atlanta, Georgia, since 1976 and was partner from 1983 to 2017. Since January 2018, she has served as Senior Counsel at King & Spalding. A graduate of Smith College, where she was named to membership in Phi Beta Kappa, and Emory University School of Law, Ms. Varner was honored with Emory University School of Law’s Distinguished Alumni Award in 1998. In 2001, the National Law Journal profiled Ms. Varner as one of the nation’s top ten women litigators. With more than 30 years of courtroom experience, she specializes in defending corporations in product liability, commercial and other civil disputes. She was a Trustee of Emory University from 1995 until 2014 and currently continues her services as a Trustee Emeritus. In 2019, Ms. Varner was named one of the Most Influential Corporate Directors by WomenInc. magazine.

Nominee Attributes

As a practicing attorney at one of the nation’s premier law firms and a counselor to businesses, their directors and management concerning risk and risk control, Ms. Varner brings a depth of experience and a wealth of unique and valuable perspectives to our Board. Ms. Varner previously chaired the Compensation Committee and served as our Lead Independent Director.

Age: 88

Director from:

2004 until 2023

HUGH M. BROWN

Director Emeritus

Skills and Experience

Mr. Brown, who is unrelated to Mr. Hyatt Brown and Mr. Powell Brown, founded BAMSI, Inc., a full-service engineering and technical services company, in 1978 and served as its President and Chief Executive Officer until his retirement in 1998. In 2017 and 2021, Mr. Brown was named one of the Most Influential Black Corporate Directors by Savoy Magazine. The Board designated Mr. Hugh Brown as a Director Emeritus of the Company, effective immediately following the 2023 Annual Meeting of Shareholders.

80%

of Our Directors Are Independent

The Board considered the relationships described below in “Relationships and Transactions with Affiliated Parties.”

In each case, the Board considered the fact that from time to time, in the ordinary course of business and on usual commercial terms, we and our subsidiaries may provide services in our capacities as insurance intermediaries to various directors of the Company, and to entities in which various directors of the Company have direct or indirect interests.

In the case of Mr. Main, the Board considered the fact that Mr. Main is Head of Investment Banking EMEA (U.K., Europe, Middle East & Africa) at Barclays Plc. The Board considered that (i) Mr. Main’s ownership interest in Barclays does not exceed ten percent, and he is not an executive officer of Barclays; (ii) there are no existing projects or transactions between Barclays’ investment banking division (i.e., the division in which Mr. Main holds his position) and the Company; (iii) in his role at Barclays, Mr. Main (a) is not permitted to cover the insurance brokerage sector, (b) is required to recuse himself from any conversations with clients or Barclays employees regarding the insurance business sector, (c) is prohibited from appearing as the coverage person for the Company on any Barclays books, records or systems, and may not supervise any activity in relation to the Company or the insurance brokerage sector generally and (d) is prohibited from selling the Company’s common stock while it is on Barclays’ “watch” or “restricted” list, except in accordance with Barclays’ personal investment policy and (iv) certain of the Company’s subsidiaries have commercial banking relationships with Barclays, which include deposit and treasury relationship services, and concluded that these relationships were not material.

In the case of Mr. Hoepner, the Board considered the fact that he is an investor in a bank holding company in which Messrs. Hyatt Brown and Powell Brown also are investors, in which a bank account with a balance of approximately $1.6 million was maintained by the Company in 2023 and concluded that the investment, which in the aggregate comprised less than five percent of the outstanding stock of the bank holding company, was not material.

In the case of Mr. Proctor, the Board considered the fact that the Company maintains a money market account with a balance of approximately $10.6 million with Ameris Bank, of which Mr. Proctor is Chief Executive Officer, as well as Chief Executive Officer and a director of its parent company (to which a subsidiary of the Company provides insurance services), and concluded that the relationship was not material.

In the case of Messrs. Proctor and Gellerstedt, the Board considered the fact that Messrs. Hyatt Brown, Powell Brown and Proctor are investors in a fund managed by an entity in which Mr. Gellerstedt is a partner and concluded that the amounts invested were not material to Messrs. Hyatt Brown, Powell Brown or Proctor, or to the entity in which Mr. Gellerstedt is a partner.

1

The Committee evaluates director candidates based on a number of factors, including:

•  the need or desirability of maintaining or expanding the size of the Board;

•  independence;

•  credentials, including, without limitation, business experience, technology acumen, experience within the insurance industry, educational background, professional training, designations and certifications;

•  interest in, and willingness to serve on, the Board;

•  ability to contribute by way of participation as a member of Board committees;

•  financial expertise and sophistication;

•  basic understanding of the Company’s principal operational and financial objectives, plans and strategies, results of operations and financial condition, and relative standing in relation to the Company’s competitors and

•  willingness to commit requisite time and attention to Board service, including preparation for and attendance at regular quarterly meetings, special meetings, committee meetings and periodic Board “retreats” and director education programs.

2

3

Sources for identifying potential Board members

The Committee and the Board consider a variety of sources when identifying individuals as potential Board members, including other enterprises with which current Board members are or have previously been involved and through which they have become acquainted with qualified candidates. The Company does not pay any third party a fee to assist in the identification or evaluation of candidates.

The Committee will consider director nominations that are submitted in writing by shareholders in accordance with our procedures for shareholder proposals. See “Proposals of Shareholders” below. Such proposals must contain all information with respect to a proposed candidate as required by the SEC’s proxy rules, must address the manner in which the proposed candidate meets the criteria described above, and must be accompanied by the consent of such proposed candidate to serve as a director, if elected.

Our Audit Committee

Regularly reviews our financial statements, certain financial disclosures, our financial and other internal controls, and regularly receives reports from management, including the Company’s Chief Information Officer and the Company’s Chief Information Security Officer, on the Company’s cybersecurity risks. Additionally, our Internal Audit Team and independent registered public accountants regularly identify and discuss with the Committee risks and related mitigation measures that may arise during their regular reviews of the Company’s financial statements and audit work, as applicable.

Our Compensation Committee

Regularly reviews our executive compensation policies and practices, and other related employee benefits, and the risks associated with each. We believe our compensation policies and principles, in conjunction with our internal oversight of those policies and principles, reduce the possibility of imprudent risk-taking. We do not believe our compensation policies and principles are reasonably likely to have a material adverse effect on the Company.

Our Nominating/Corporate Governance Committee

Considers issues associated with the independence of our Board, corporate governance and potential conflicts of interest. Additionally, the Committee oversees our environmental, social and governance (ESG) policies and initiatives.

Members

James S. Hunt (Chair)

Theodore J. Hoepner

Paul J. Krump

Bronislaw E. Masojada

Jaymin B. Patel

Meetings Held in 2023:

6

The Audit Committee is composed of independent directors as defined in the NYSE listed company manual and includes three audit committee financial experts, Theodore J. Hoepner, James S. Hunt and Jaymin B. Patel, among its members. The duties of the Audit Committee are to recommend to the Board of Directors the selection of independent registered public accountants, to meet with our independent registered public accountants to review and discuss the scope and results of the annual audit, and to consider various accounting, auditing and technology matters related to the Company, including our systems of internal controls and financial management practices.

Members

Lawrence L. Gellerstedt III (Chair)

Toni Jennings

Bronislaw E. Masojada

Wendell S. Reilly

Chilton D. Varner

Meetings Held in 2023:

6

Each member of the Compensation Committee is independent as defined in the NYSE listed company manual. The Compensation Committee sets the compensation for our Chief Executive Officer and reviews and approves the compensation for our other executive officers, including the Named Executive Officers. See “Executive Compensation – Compensation Committee Report” and “Compensation Discussion and Analysis.” The Compensation Committee also reviews, makes recommendations with respect to, and approves our existing and proposed compensation plans and is responsible for administering our 1990 Employee Stock Purchase Plan (“ESPP”), our 2008 Sharesave Plan, our Performance Stock Plan (“PSP”), which was suspended in April 2010, our 2000 Incentive Stock Option Plan, which expired December 31, 2008, our 2010 SIP, which was suspended in May 2019, and our 2019 SIP. The Compensation Committee is authorized by its charter to form and delegate authority to subcommittees when appropriate.

Members

H. Palmer Proctor, Jr. (Chair)

Theodore J. Hoepner

Toni Jennings

Wendell S. Reilly

Chilton D. Varner

Meetings Held in 2023:

5

Each member of the Nominating/Corporate Governance Committee is independent as defined in the NYSE listed company manual. This Committee’s duties include responsibilities associated with corporate governance, as well as the nomination of persons to stand for election to the Board at our Annual Meeting of Shareholders and recommendation of nominees to the Board of Directors to fill vacancies on, or as additions to, the Board.

PEER COMPARISON GROUP

FW Cook also reviewed the compensation practices of seven publicly traded insurance carriers and several other companies in the capital markets industry (the “Peer Comparison Group”). The Peer Comparison Group, which did not change in 2023 and which FW Cook also uses for conducting analyses of our pay practices and executive compensation levels, was as follows:

At the time of analysis, our total
revenue was at the
46th percentile, and our

market capitalization was at the
56th percentile of the peer
comparison group.

the total pay for our non-employee directors (excluding retainers for our committee chairs and our Lead Independent Director) was below the market median,

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

the retainers paid to our Audit Committee chair and our Lead Independent Director were below the market median,

the retainers paid to our Nominating/Corporate Governance Committee chair and Compensation Committee chair were generally aligned with the market median and

the Company’s stock ownership guidelines, which require non-employee directors accumulate Brown & Brown common stock valued at least five times the current annual cash retainer within five years of joining the Board, were aligned with market practices.

an increase to the size of the annual cash retainer from $90,000 to $100,000 and

an increase to the size of the annual grant of fully vested common stock from $100,000 to $120,000, valued as of the close of business on the last business day before the regular May meeting of the Compensation Committee.

Name

Fees Earned or

Paid in Cash

($)

Stock
Awards

($)

All Other
Compensation

($)

Total

($)

Hugh M. Brown⁽¹⁾

J. Hyatt Brown

Lawrence L. Gellerstedt III

James C. Hays

Theodore J. Hoepner

James S. Hunt

Toni Jennings

Paul J. Krump⁽⁴⁾

Timothy R.M. Main

Bronislaw E. Masojada⁽⁴⁾

Jaymin B. Patel

H. Palmer Proctor, Jr.

Wendell S. Reilly

Chilton D. Varner

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

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

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

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

has reviewed and discussed the Company’s audited financial statements with management and the independent registered public accountants;

has discussed with the independent registered public accountants of the Company the matters required to be discussed by the standards of the Public Company Accounting Oversight Board, including those described in Auditing Standard No. 16, Communications with Audit Committees, and the Securities and Exchange Commission;

has received and reviewed the written disclosures and the letter from the independent registered public accountants required by the applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accountants the independent registered public accountants’ independence and

based on the review and discussions with management and the independent registered public accountants referenced above, recommended to the Board of Directors that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for filing with the Securities and Exchange Commission.

Audit Fees⁽¹⁾

Audit-Related Fees⁽²⁾

Tax Fees⁽⁵⁾

All Other Fees⁽⁶⁾

Total

Audit Fees were the aggregate fees billed to us by Deloitte & Touche LLP for professional audit services rendered for the audit of our annual financial statements, the review of financial statements included in our Forms 10-Q and the audit of our internal control over financial reporting for the fiscal years ended December 31, 2023 and 2022, including any out-of-pocket expense. The increase in Audit Fees in 2023, as compared to 2022, was primarily driven by the costs associated with statutory audits in the United Kingdom related to the Company’s acquisition of GRP (Jersey) Holdco Limited and its business (“GRP”) in 2022.

Audit-Related Fees are fees for assurance and related services reasonably related to the performance of the audit or review of our financial statements that are not reported above under the caption “Audit Fees” for the fiscal year ended December 31, 2023 and 2022.

These fees were billed in connection with due diligence services performed in connection with the Company’s acquisition of GRP in 2022.

These fees were billed in connection with due diligence services performed in connection with the Company’s acquisition of Kentro Capital Limited in 2023.

Tax Fees are fees for tax compliance, tax advice and tax planning for the fiscal years ended December 31, 2023 or 2022. Deloitte & Touche LLP did not provide any such services during the periods.

Deloitte & Touche LLP did not provide any “other services” during the periods.

Chief Executive Officer
and President

Chief Financial Officer,
Executive Vice
President and
Treasurer

Executive Vice
President and
President – Retail
Segment

Executive Vice
President and Chief
Acquisitions Officer

Executive Vice
President and
President – National
Programs Segment

Calculated as change in share price plus total dividends paid

PERFORMANCE

PERFORMANCE

Strong total and ORGANIC REVENUE GROWTH companywide

INCREASED our industry-leading operating margins

30TH consecutive annual dividend increase, returning approximately $135 MILLION to shareholders in 2023

ROBUST GROWTH in net cash provided by operating activities

33 STRATEGIC ACQUISITIONS with aggregate annual revenues of approximately $162 MILLION

Total revenue

Net Income

Diluted earnings per share

Company total commissions and fees growth