Item 5.02.
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers.
2022 Equity Awards
Based on a review by the
Compensation Committee (the “Compensation Committee”) of the Board of Directors of BRP Group, Inc. (the “Company”)
and the recommendations of its independent compensation consultant, on March 15, 2022, the Compensation Committee determined to grant
its executive officers equity awards comprised of 75% of performance-based restricted stock units (“PSUs”) (based on the target
number of shares underlying the PSUs) with a grant date of March 15, 2022 and 25% of restricted stock with a grant date of April 1, 2022
(collectively, the “2022 Equity Awards”), including to Trevor Baldwin, Kris Wiebeck, John Valentine and Brad Hale as set forth
below, under the Company’s Omnibus Incentive Plan (the “Plan”), which was filed on September 23, 2019 with the Company’s
Registration Statement on Form S-1 as Exhibit 10.6 and is incorporated herein by reference:
Name |
Target Number of Shares Underlying PSUs |
Grant Value of Restricted Stock* |
Trevor Baldwin
Chief Executive Officer |
49,926 |
$437,500 |
|
|
|
Kris Wiebeck
Chief Strategy Officer |
21,396 |
$187,500 |
|
|
|
John Valentine
Chief Partnership Officer |
21,396 |
$187,500 |
|
|
|
Brad Hale
Chief Financial Officer |
21,396 |
$187,500 |
*The number of shares underlying each restricted
stock grant will be calculated by dividing the dollar amount of the applicable grant value by a price per share of our Class A common
stock equal to the arithmetic average of the volume weighted average prices for our Class A shares on the Nasdaq Global Select Market,
as reported by Nasdaq, Inc. across the 30 consecutive calendar days ending on and including the last full trading day immediately prior
to April 1, 2022, as determined by the “VWAP” listed in a report generated for such period by a Bloomberg Terminal.
PSUs
The number of PSUs, if any,
earned pursuant to the PSU awards will be determined based on the following performance goals (the “Performance Goals”), in
each case as measured over the period from January 1, 2022 through December 31, 2024 (the “Performance Period”):
| · | 60% of the PSU award based on total shareholder return, as follows (the “Relative TSR Performance Goal”): |
| o | 50% based on the Company’s total stockholder return compared to the total stockholder return of the Company’s compensation
peer group; and |
| o | 50% based on the Company’s total stockholder return compared to the total stockholder return of the Russell 3000 Growth Index;
and |
| · | 40% of the PSU award based on the Company’s compounded annual growth rate for the Performance Period, excluding any growth attributable
to mergers and acquisitions. |
The number of PSUs that are
earned pursuant to the PSU awards following the end of the Performance Period will be between 0% and 250% of an executive officer’s
target PSUs, depending on the level of achievement with respect to the Performance Goals and subject to the executive officer’s
continued employment through March 15, 2025. If the Company’s absolute compounded annual stockholder return for the Performance
Period is negative, the maximum level of performance achievable for the PSUs subject to the Relative TSR Performance Goal will be the
target level.
In the event of a Change
in Control (as defined in the Plan) on or prior to the last day of the Performance Period, performance with respect to the Performance
Goals will be determined in good faith by the Compensation Committee upon the Change in Control. The PSU awards, to the extent earned,
will remain outstanding thereafter and will vest subject to an executive officer’s continued employment through the vesting date.
If an executive officer’s employment is terminated by the Company without cause or, if applicable, by the executive officer for
good reason within 12 months following the Change in Control, subject to the executive officer’s execution and non-revocation of
a release of claims, the PSU award, to the extent earned, will fully vest.
The PSU awards were granted
under the Plan using a PSU award agreement substantially consistent with the form of PSU award agreement previously filed by the Company
on May 6, 2021 with the Company’s 8-K/A as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject
to, and qualified in its entirety by, the Plan and the form of PSU agreement previously filed, the terms of which are incorporated herein
by reference.
Restricted Stock
The restricted stock awards
will vest in equal annual installments over five years, with the first installment vesting on March 15, 2023, subject to the executive
officer’s continued employment through the applicable vesting date. If an executive officer’s employment is terminated by
the Company without cause or, if applicable, by the executive officer for good reason within 12 months following a Change in Control,
subject to the executive officer’s execution and non-revocation of a release of claims, the restricted stock award will fully vest.
The restricted stock awards
will be granted under the Plan using a restricted stock award agreement substantially consistent with the form of restricted stock award
agreement previously filed by the Company with its Registration Statement on Form S-1 on September 23, 2019 as Exhibit 10.7. The foregoing
description is subject to, and qualified in its entirety by, the Plan and the form of restricted stock award agreement previously filed,
the terms of which are incorporated herein by reference.