Proxy Statement (Form DEF 14A)

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 7, 2025. We will once again 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 2024 Annual Report, are available online to expedite receipt of proxy materials while lowering the costs and reducing the environmental impact of the meeting.

Fiscal 2024 was another year of attaining milestone financial performance for Brown & Brown. In 2024, we grew our total revenues to over $4.8 billion, driven by strong organic revenue growth companywide across all three operating segments. Our net cash from operating activities increased again to nearly $1.2 billion, and we further expanded our industry-leading operating margins.

Our unique focus and internal ownership drive our forever strategy to deploy capital that creates long-term shareholder value. In 2024, we acquired 32 high-quality businesses with annual revenues of approximately $174 million, including the insurance operations of Quintes Holding B.V., one of the largest independent insurance brokers in the Netherlands, with approximately 700 insurance professionals operating across 18 locations. During the year, we issued new public bonds to repay our inaugural public debt that was due later in 2024, as well as to repay an outstanding term loan balance. In addition, we continued to pay down our debt to maintain a strong capital position. We also increased our dividend for the 31st consecutive year, returning approximately $154 million to shareholders in 2024.

In August 2024, we welcomed insurance industry veteran Stephen P. Heato our Board. He served until he was appointed our Executive Vice President and Chief Operating Officer in February 2025. We feel fortunate to have benefited from Steve's short time on the Board and look forward to leveraging his deep international industry experience on our journey toward our next intermediate goal of "Straight to Eight" (billion).

Finally, we want to extend our deepest appreciation to Hugh M. Brown and Chilton D. Varner for their numerous contributions to Brown & Brown over the years. Hugh, who founded BAMSI, Inc., a full-service engineering and technical services company, served as a director until 2023 and thereafter as a director emeritus until 2025. Chilton, an accomplished trial attorney with the law firm of King & Spalding, is expected to conclude her term as a director in May 2025. Hugh and Chilton joined our Board in 2004, influencing our strategy and enabling our success for more than two decades. We are tremendously grateful to them for lending us their time and talent toward the betterment of our Company.

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 ensure 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.

2024 Total Shareholder Return

⁺44%

Proxy Statement Highlights

 1

Proxy Summary

 4

Board and Corporate
Governance Matters

 45

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

Meeting Agenda

Meeting Information

TIME AND DATE

9:00 a.m. (EDT) on

Wednesday, May 7, 2025

LOCATION

The Annual Meeting will be held virtually. Please register at https://web.viewproxy.com/BBrown/2025

RECORD DATE

Monday, March 3, 2025

PROPOSAL

1

2

Ratification of the

Appointment of

Deloitte & Touche LLP

FOR

page 19

3

Advisory Vote to Approve

Executive Compensation

FOR

page 23

4

Approval of Amendment to the Company's 2019

Stock Incentive Plan to Increase Number of

Shares Available for Issuance under the Plan and Extend the Term

 ^{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, 87

Director since: 1993

J. POWELL

BROWN, 57

Director since: 2007

LAWRENCE L. GELLERSTEDT III, 68

Director since: 2018

THEODORE J. HOEPNER, 83

Director since: 1994

JAMES S.

HUNT, 69

Director since: 2013

TONI

JENNINGS,¹ 75

Director since: 2007

PAUL J.

KRUMP, 65

Director since: 2023

TIMOTHY R.M.

MAIN, 59

Director since: 2010

BRONISLAW E. MASOJADA, 63

Director since: 2023

JAYMIN B.

PATEL, 57

Director since: 2023

H. PALMER

PROCTOR, JR.,² 56

Director since: 2012

WENDELL S.

REILLY, 67

Director since: 2007

KATHLEEN A.

SAVIO, 59

Director since: 2024

Director Skills and Diversity Highlights

NAME

GENDER

RACE/
ETHNICITY

J. Hyatt Brown

J. Powell Brown

Lawrence L. Gellerstedt III

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

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-personBoard 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

85^%

of Our Directors Are Independent

13

Average Tenure

of Our Directors in Years

8^%

of Our Directors

Are Ethnically/

Racially Diverse

15^%

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 and in each of our three segments

INCREASEDour industry-leading operating margins

31stconsecutive annual dividend increase, returning approximately $154 MILLION to shareholders in 2024

ROBUST GROWTHin net cash provided by operating activities

32 STRATEGIC ACQUISITIONSwith aggregate annual revenues of approximately $174 MILLION

Total revenue

Net income attributable to the Company

Diluted earnings per share

Company total commissions and fees growth

Retail segment total commissions and fees growth

Programs segment total commissions and fees growth

Wholesale Brokerage segment total commissions and fees growth

Company Organic Revenue³ growth

Retail segment⁴ Organic Revenue³ growth

Programs segment Organic Revenue³ growth

Wholesale Brokerage segment Organic Revenue³ growth

Income before income taxes margin⁵

Adjusted EBITDAC Margin³

Net cash provided by operating activities

⁽¹⁾  Amount includes a pre-taxgain on disposal of $134.6 million in 2023 and $28.0 million in 2024 associated with the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023.

⁽²⁾ In the fourth quarter of 2023, the Company sold certain third-party claims administration and adjusting services businesses representing approximately 50% of the total revenues of the Services segment. As a result, beginning in fiscal year 2024, the Company operates three segments. Historical results have been recast to align with the three-segment structure.

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

⁽⁴⁾  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-Kfor the fiscal year ended December 31, 2024, which includes corporate and consolidation items.

⁽⁵⁾ Income before income taxes margin is calculated as the Company's income before income taxes, as reported, divided by total revenues, as reported.

Age:87

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 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:57

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, from 2010 until 2024. 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:68

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:83

Director Since:1994

Committees Served:

•  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:69

Director Since:2013

Committees Served:

•  Acquisition

•  Audit

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 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:75

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 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, and Mid-AmericaApartment Communities, Inc., a publicly traded real estate investment trust (REIT), until 2024. 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:65

Director Since: 2023

Committees Served:

•  Acquisition (Chair)

•  Audit

PAUL J. KRUMP

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:59

Director Since:2010

Committees Served:

•  Acquisition

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:63

Director Since:2023

Committees Served:

•  Audit

•  Compensation

BRONISLAW E. MASOJADA

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., a publicly traded company. 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:57

Director Since:2023

Committees Served:

•  Audit (Chair)

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 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:57

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 SoutheCorporation, until their merger with Ameris Bank and Ameris, respectively, in July 2019. 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:67

Director Since:2007

Committees Served:

•  Acquisition

•  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. Previously, he was a General Partner of Peachtree Equity Partners II, 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 Emeritusof 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:59

Director Since:2024

Committees Served:

•  Audit

KATHLEEN A. SAVIO

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.

85%

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 2024 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 (i) the Company maintains a money market account with a balance of approximately $11.0 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 (ii) the Company received revenues in 2024 of approximately $269,000 from US Premium Finance, a division of Ameris Bank, in connection with insurance premium financing contracts entered into by the Company's customers, in their discretion after considering multiple insurance premium financing providers, with US Premium Finance, 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 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 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

Jaymin B. Patel (Chair)

James S. Hunt

Paul J. Krump

Bronislaw E. Masojada     

Kathleen A. Savio

Meetings Held in 2024:

6

The Audit Committee is composed of independent directors as defined in the NYSE listed company manual and includes two audit committee financial experts, 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

Chilton D. Varner

Meetings Held in 2024:

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 2024:

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.

Name

Fees Earned or

Paid in Cash

($)

Stock

Awards

($)

All Other

Compensation

($)

Total

($)

J. Hyatt Brown

Lawrence L. Gellerstedt III

James C. Hays

Stephen P. Hearn⁽³⁾

Theodore J. Hoepner

James S. Hunt

Toni Jennings

Paul J. Krump

Timothy R.M. Main

Bronislaw E. Masojada

Jaymin B. Patel

H. Palmer Proctor, Jr.

Wendell S. Reilly

Chilton D. Varner

Kathleen A. Savio⁽⁴⁾

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 $241,648, consisting of $180,000 for services rendered to the Company in 2024, including assistance with acquisitions and recruitment, $5,850 in matching contributions made by the Company to his 401(k) Plan account in 2024, $32,968 for reimbursement in 2024 of amounts earned by the Company for personal lines insurance he purchased through the Company or its subsidiaries, $4,938 for the cost of certain club membership dues in 2024 and $17,892 for the cost of video surveillance monitoring of Mr. Hyatt Brown's residence in 2024. Mr. Hyatt Brown serves as Chairman of the Board of the Company.

James C. Hays, who resigned from the Board effective April 9, 2024, received compensation of $688,179, consisting of $141,181 for services rendered to the Company in 2024, $2,749 in matching contributions made by the Company to his 401(k) Plan account in 2024 and a lump-sumdistribution in 2024 of $544,249 from the Company's non-qualifieddeferred compensation plan in 2024 in connection with the termination of his employment with the Company. Mr. James Hays served as Vice Chairman of the Company until his employment ended in April 2024. The Company determined that Mr. James Hays was not an executive officer.

Stephen P. Heawas appointed to the Board effective August 9, 2024.

Kathleen A. Savio was appointed to the Board effective January 12, 2024.

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-Kfor the fiscal year ended December 31, 2024, for filing with the Securities and Exchange Commission.

Audit Fees⁽¹⁾

Audit-Related Fees⁽²⁾

Tax Fees⁽⁴⁾

All Other Fees⁽⁵⁾

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 included in our Form 10-K, the review of financial statements included in our Forms 10-Qand the audit of our internal control over financial reporting for the fiscal years ended December 31, 2024 and 2023, including any out-of-pocketexpense. Audit fees also relate to services such as statutory audits, comfort letters, consents for SEC filings and reviews of documents filed with the SEC.

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, 2024 and 2023.

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, 2024 or 2023. Deloitte & Touche LLP did not provide any such services during the periods.

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

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 -
Programs Segment

Calculated as change in share price plus total dividends paid

PERFORMANCE

PERFORMANCE

Strong total and ORGANIC REVENUE GROWTHcompanywide and in each of our three segments

INCREASEDour industry-leadingoperating margins

31stconsecutive annual dividend increase, returning approximately $154 MILLIONto shareholders in 2024

ROBUST GROWTHin net cash provided by operating activities

32 STRATEGIC ACQUISITIONSwith aggregate annual revenues of approximately $174 MILLION

Total revenue

Net income attributable to the Company

Diluted earnings per share

Company total commissions and fees growth

Retail segment total commissions and fees growth

Programs segment total commissions and fees growth

Wholesale Brokerage segment total commissions and fees growth

Company Organic Revenue³ growth

Retail segment⁴ Organic Revenue³ growth

Programs segment Organic Revenue³ growth

Wholesale Brokerage segment Organic Revenue³ growth

Income before income taxes margin⁵

Adjusted EBITDAC Margin³

Net cash provided by operating activities

⁽¹⁾  Amount includes a pre-taxgain on disposal of $134.6 million in 2023 and $28.0 million in 2024 associated with the sale of certain third-party claims administration and adjusting services businesses in the fourth quarter of 2023.

⁽²⁾  In the fourth quarter of 2023, the Company sold certain third-party claims administration and adjusting services businesses representing approximately 50% of the total revenues of the Services segment. As a result, beginning in fiscal year 2024, the Company operates three segments. Historical results have been recast to align with the three-segment structure.

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

⁽⁴⁾ 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-Kfor the fiscal year ended December 31, 2024, which includes corporate and consolidation items.

⁽⁵⁾  Income before income taxes margin is calculated as the Company's income before income taxes, as reported, divided by total revenues, as reported.

Attract and Retain

High-quality people that are crucial to both the short-term and long-term success of the Company

Compensate for Performance

Linked to our strategic objectives through the use of incentive compensation programs

Create a Common Interest

Between our executive officers and shareholders through compensation structures that promote the sharing of the rewards and risks of strategic decision-making

1

Rationale

•  Provide competitive levels of compensation to our executive officers based on scope of responsibilities and duties

•  Retain executive officers

How Amounts Are Determined

•  Based on a wide range of factors, including total business and segment responsibilities, individual responsibilities and comparative market assessments

2

Rationale

•  Align executive officers' performance with annual goals and objectives

•  Create a direct link between pay and current year financial and operational performance

How Amounts Are Determined

•  Target payouts based upon comparative market assessments, recommendations by Chief Executive Officer, and input from the Compensation Committee's independent compensation consultant, subject to the approval of Compensation Committee or, in the case of the Chief Executive Officer, recommendations from the Compensation Committee's independent compensation consultant, subject to the approval of Compensation Committee based upon its annual Chief Executive Officer performance review

•  Actual payout based upon a combination of Company and/or segment performance and achievement of personal performance objectives

•  Additional discretionary bonus available as determined by Chief Executive Officer, subject to the approval of Compensation Committee, or, in the case of Chief Executive Officer, as determined by Compensation Committee

3

Rationale

•  Reward effective long-term capital management and decision-making

•  Focus attention on future returns to shareholders

•  Retain executive officers who have the potential to impact both our short-term and long-term value creation through a combination of time- and performance-based awards

•  Recognize and reward specific achievements and/or the previous year's performance

•  Generally granted annually during first quarter

How Amounts Are Determined

•  Award amount determined based upon a blend of quantitative measures and consideration of personal performance, as well as comparative market assessments

•  For awards with a performance-based vesting condition, number of awarded shares may be higher or lower than target, subject to specified threshold and maximum amounts, based upon the Company's performance during the performance period

•  Actual value realized based upon the Company's stock price over the measurement and vesting periods

PEER COMPARISON GROUP

For the January 2024 Comparative Market Assessment, 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 was as follows:

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

 market capitalization was at the
 57th percentileof the peer
 comparison group.

The total 2023 direct compensation for Messrs. Powell Brown and Watts, which includes their base salary, target cash incentive amount and target long-term equity incentives, was below the peer group median and the general industry median.

The total 2023 direct compensation for Messrs. Barrett Brown and Walker was below the peer group median, which the Compensation Committee concluded offered the most direct comparison for each of them, given the limited availability of comparable pay data among the general industry for each of their roles.

The total 2023 direct compensation for Mr. Penny was only slightly higher than the peer group median, which the Compensation Committee concluded offered the most direct comparison for him, given the limited availability of comparable pay data among the general industry for his role.

In accordance with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the "Dodd-Frank Act"), we provide our shareholders with an opportunity to approve, on a nonbinding, advisory basis, the compensation of named executive officers. At our annual meetings of shareholders in both 2023 and 2024, our shareholders voted to approve compensation by a significant margin.

In view of the favorable vote in 2024 (as well as a similar favorable vote in 2023), as well as other factors (including regulatory requirements, market considerations and Company and individual performance), we did not substantially change our executive compensation policies for 2024.

  At our 2024 Annual Meeting  

of Shareholders our

executive compensation

program was supported by

94%

of votes cast.

Executive Officer

J. Powell Brown

R. Andrew Watts

P. Barrett Brown

J. Scott Penny

Chris L. Walker

The decision to increase Mr. Powell Brown's 2024 base salary from $1,000,000 to $1,250,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Powell Brown is slightly higher than the peer group median but less than the general industry median.

The decision to increase Mr. Watts' 2024 base salary from $650,000 to $800,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Watts is below the peer group median and the general industry median.

The decision to increase Mr. Barrett Brown's 2024 base salary from $800,000 to $1,000,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Barrett Brown is below the peer group median.

The decision to increase Mr. Penny's 2024 base salary from $700,000 to $800,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Penny is only slightly higher than the peer group median.

The decision to increase Mr. Walker's 2024 base salary from $800,000 to $900,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Walker is below the peer group median.

Executive Officer

2024 Target Cash

Incentive Amount

2023 Target Cash

Incentive Amount

J. Powell Brown

R. Andrew Watts

P. Barrett Brown

J. Scott Penny

Chris L. Walker

The decision to increase Mr. Powell Brown's 2024 target cash incentive amount from $3,000,000 to $3,750,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Powell Brown is slightly higher than the peer group median but less than the general industry median.

The decision to increase Mr. Watts' 2024 target cash incentive amount from $850,000 to $1,000,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Watts is below the peer group median and the general industry median.

The decision to increase Mr. Barrett Brown's 2024 target cash incentive amount from $1,400,000 to $1,800,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Barrett Brown is below the peer group median.

The decision to increase Mr. Penny's 2024 target cash incentive amount from $900,000 to $1,000,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Penny is only slightly higher than the peer group median.

The decision to increase Mr. Walker's 2024 target cash incentive amount from $1,000,000 to $1,400,000 was based upon the January 2024 Comparative Market Assessment and the fact that 2023 target total pay for Mr. Walker is below the peer group median.

Executive Officer

J. Powell Brown

R. Andrew Watts

J. Scott Penny

Adjusted EBITDAC

Margin⁽²⁾ (applicable
to all Named
Executive Officers)

P. Barrett Brown

Adjusted EBITDAC

Margin⁽²⁾ (applicable
to all Named
Executive Officers)

Chris L. Walker

Adjusted EBITDAC

Margin⁽²⁾ (applicable
to all Named
Executive Officers)

The Compensation Committee selected these financial performance measures in furtherance of our strategy to increase our Organic Revenue growth while maintaining, among other things, our strong, industry-leading operating margins.

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

The personal objectives for each of our Named Executive Officers were approved by the Compensation Committee in February 2024.

our expectation that the economy would continue to grow, but would moderate back to more traditional growth levels due to higher interest rate benchmarks set by central banks;

our expectation that insurance premium rates would either remain relatively stable or decrease slightly for catastrophic-exposed property;

our expectation that "insurable exposure units," which are units that insurance companies use to measure or express insurance exposed to risk (such as property values, sales and payroll levels) to determine what premium to charge the insured, would continue to grow, but at a slower pace than in 2023;

our expectation that salary inflation would moderate as compared to 2023 and we would continue our incremental investments in technology, security and data that are intended to help improve the customer and teammate experience, as well as to protect our information technology systems and data and

our expectation that certain businesses we acquired in the previous three years, which in some cases had lower operating margins versus other comparable businesses we operate, would grow profitably and have a positive impact on our overall 2024 operating margins.

Financial Performance Measure

Adjusted EBITDAC Margin

Company Organic Revenue growth

Retail segment Organic Revenue growth

Programs segment Organic Revenue growth

These target amounts were based on our 2024 budget, as adjusted to reflect the alignment of the Company's business from four to three segments beginning in fiscal year 2024. Our 2024 budget, which was approved by the Board in December 2023, reflected our belief that certain factors, as described above, would make it more difficult to grow our Organic Revenue and our operating margins in 2024 than in 2023.

In calculating the Company's Adjusted EBITDAC Margin for 2024:

The Committee excluded the negative impact of the Company's non-cashstock-based compensation expense in excess of what was reflected in the Company's Board-approved 2024 budget. The Committee based its decision upon the fact that the higher-than-budgeted non-cashstock-based compensation expense for 2024 was the result of above-target performance by the Company for those grants of restricted stock made in February 2021 under our 2019 SIP, which resulted in the issuance of additional shares of restricted stock. For additional information about those grants of restricted stock made in February 2021 under our 2019 SIP, see "Equity Incentive Plan Outcomes in 2024."

The Committee excluded the positive impact of the net gain on disposal resulting from sales of books of businesses in 2024.

Name

Personal Objectives

J. Powell Brown

•  contribution to delivering the Company's budgeted financial results and acquiring high-quality businesses

•  contribution to further enhancing the team by attracting, retaining and developing high-quality teammates in alignment with the Company's diversity, belonging and inclusion strategies

•  contribution to creating and delivering innovative solutions using technology, data and analytics

•  contribution to leveraging the Company's collective capabilities for the benefit of our customers

•  contribution to balancing the Company's capital allocation to drive shareholder returns

R. Andrew Watts

•  contribution to delivering the Company's budgeted financial results and acquiring high-quality businesses

•  contribution to attracting, retaining and developing high-quality teammates

•  contribution to advancing the Company's use of technology, data and analytics to provide better insight across the Company's businesses

•  contribution to maintaining the Company's control environment

•  contribution to balancing the Company's capital allocation to drive shareholder returns

•  contribution to delivering the Company's finance initiatives to help support scalable growth

P. Barrett Brown

•  contribution to delivering the Company's budgeted financial results and acquiring high-quality businesses

•  contribution to attracting, retaining and developing high-quality teammates

•  contribution to creating and delivering innovative solutions using technology, data and analytics

•  contribution to leveraging the Company's capabilities for the benefit of our customers

•  contribution to continuing to integrate and augment the Company's global operations

J. Scott Penny

•  contribution to delivering the Company's budgeted financial results and acquiring high-quality businesses

•  contribution to attracting, retaining and developing high-quality teammates

•  contribution to ensuring a disciplined acquisitions process to drive strong shareholder value

•  contribution to ensuring completed acquisitions have robust integration plans and that such plans are effectively executed

•  contribution to continuing to integrate and augment the Company's global operations

Chris L. Walker

•  contribution to delivering the Company's budgeted financial results and acquiring high-quality businesses

•  contribution to attracting, retaining and developing high-quality teammates

•  contribution to creating and delivering innovative solutions using technology, data and analytics

•  contribution to fostering deep and trusted insurance carrier relationships that help expand the Company's capacity and create differentiated offerings to write new business

•  contribution to continuing to integrate and augment the Company's global operations

Executive Officer

J. Powell Brown