Document/ExhibitDescriptionPagesSize
1: 10-K Annual Report HTML 2.33M
2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 57K
5: EX-10.11 Material Contract HTML 131K
3: EX-10.3 Material Contract HTML 29K
4: EX-10.9 Material Contract HTML 130K
6: EX-21 Subsidiaries List HTML 38K
7: EX-23.1 Consent of Expert or Counsel HTML 29K
11: EX-97 Clawback Policy re: Recovery of Erroneously HTML 44K Awarded Compensation
8: EX-31.1 Certification -- §302 - SOA'02 HTML 33K
9: EX-31.2 Certification -- §302 - SOA'02 HTML 33K
10: EX-32 Certification -- §906 - SOA'02 HTML 32K
17: R1 DEI Statement HTML 99K
18: R2 Audit Information HTML 35K
19: R3 Consolidated Balance Sheets HTML 171K
20: R4 Consolidated Balance Sheets (Parenthetical) HTML 40K
21: R5 Consolidated Statements of Comprehensive Loss HTML 139K
22: R6 Consolidated Statements of Stockholders' Equity HTML 102K
and Mezzanine Equity
23: R7 Consolidated Statements of Cash Flows HTML 166K
24: R8 Business and Basis of Presentation (Notes) HTML 44K
25: R9 Significant Accounting Policies (Notes) HTML 74K
26: R10 Assets and Liabilities Held for Sale (Notes) HTML 45K
27: R11 Variable Interest Entities (Notes) HTML 34K
28: R12 Revenue (Notes) HTML 56K
29: R13 Contract Assets and Liabilities (Notes) HTML 36K
30: R14 Deferred Commission Expense (Notes) HTML 40K
31: R15 Property and Equipment, Net (Notes) HTML 44K
32: R16 Intangible Assets, Net and Goodwill (Notes) HTML 76K
33: R17 Accrued Expenses and Other Current Liabilities HTML 43K
(Notes)
34: R18 Long-term Debt (Notes) HTML 47K
35: R19 Leases HTML 69K
36: R20 Stockholders Equity and Noncontrolling Interest HTML 73K
37: R21 Related Party Transactions (Notes) HTML 40K
38: R22 Share-Based Compensation HTML 67K
39: R23 Retirement Plan (Notes) HTML 35K
40: R24 Income Taxes (Notes) HTML 93K
41: R25 Earnings (Loss) Per Share (Notes) HTML 48K
42: R26 Fair Value Measurements (Notes) HTML 70K
43: R27 Commitments and Contingencies HTML 33K
44: R28 Segment Reporting (Notes) HTML 200K
45: R29 Subsequent Events (Notes) HTML 33K
46: R30 Significant Accounting Policies (Policies) HTML 142K
47: R31 Significant Accounting Policies (Tables) HTML 34K
48: R32 Assets and Liabilities Held for Sale (Tables) HTML 46K
49: R33 Revenue (Tables) HTML 50K
50: R34 Contract Assets and Liabilities (Tables) HTML 36K
51: R35 Deferred Commission Expense (Tables) HTML 39K
52: R36 Property and Equipment, Net (Tables) HTML 43K
53: R37 Intangible Assets, Net and Goodwill (Tables) HTML 82K
54: R38 Accrued Expenses and Other Current Liabilities HTML 43K
(Tables)
55: R39 Long-term Debt (Tables) HTML 38K
56: R40 Leases (Tables) HTML 72K
57: R41 Stockholders' Equity and Noncontrolling Interest HTML 69K
(Tables)
58: R42 Share-Based Compensation (Tables) HTML 59K
59: R43 Income Taxes (Tables) HTML 88K
60: R44 Earnings (Loss) Per Share (Tables) HTML 49K
61: R45 Fair Value Measurements (Tables) HTML 67K
62: R46 Segment Reporting (Tables) HTML 191K
63: R47 Business and Basis of Presentation - Additional HTML 35K
Information (Details)
64: R48 Significant Accounting Policies - Additional HTML 76K
Information (Details)
65: R49 Significant Accounting Policies Property and HTML 42K
Equipment Useful Life Table (Details)
66: R50 Assets and Liabilities Held for Sale (Details) HTML 70K
67: R51 Variable Interest Entities - Additional HTML 62K
Information (Details)
68: R52 Revenue (Details) HTML 61K
69: R53 Schedule of Contract Assets and Liabilities HTML 34K
(Details)
70: R54 Contract Assets and Liabilities - Additional HTML 31K
Information (Details)
71: R55 Schedule of Deferred Commission Expense (Details) HTML 38K
72: R56 Summary of Property and Equipment, Net (Details) HTML 49K
73: R57 Property and Equipment, Net Property and HTML 32K
Equipment, Net - Additional Information (Details)
74: R58 Intangible Assets, Net and Goodwill - Schedule of HTML 53K
Intangible Assets (Details)
75: R59 Intangible Assets, Net and Goodwill - Additional HTML 48K
Information (Details)
76: R60 Intangible Assets, Net and Goodwill - Schedule of HTML 41K
Future Amortization Expense for Intangible Assets
(Details)
77: R61 Intangible Assets, Net and Goodwill - Schedule of HTML 59K
Goodwill (Details)
78: R62 Accrued Expenses and Other Current Liabilities HTML 49K
(Details)
79: R63 Long-term Debt - Additional Information (Details) HTML 150K
80: R64 Long-term Debt - Schedule of Future Maturities of HTML 49K
Term Loan (Details)
81: R65 Leases - Schedule of Assets and Liabilities HTML 39K
Related to Operating Leases (Details)
82: R66 Leases - Lease Cost (Details) HTML 34K
83: R67 Leases - Supplemental Cash Flow Information for HTML 38K
Leases (Details)
84: R68 Leases - Weighted Average Remaining Lease Terms HTML 34K
and Discount Rates (Details)
85: R69 Leases - Future Minimum Rental Payments for HTML 49K
Operating Leases (Details)
86: R70 Stockholders? Equity and Noncontrolling Interest - HTML 48K
Additional Information (Details)
87: R71 Stockholders' Equity and Noncontrolling Interest - HTML 61K
Rollforward of Common Stock Outstanding (Details)
88: R72 Stockholders' Equity and Noncontrolling Interest - HTML 45K
Ownership Interest (Details)
89: R73 Related Party Transactions - Additional HTML 76K
Information (Details)
90: R74 Share-Based Compensation - Additional Information HTML 111K
(Details)
91: R75 Share-Based Compensation - Activity for Non-Vested HTML 58K
Awards Granted under the Plans (Details)
92: R76 Share-Based Compensation - Assumptions Used in HTML 39K
Calculating Fair Value in Equity Instruments Other
than Options (Details)
93: R77 Retirement Plan (Details) HTML 31K
94: R78 Income Taxes - Schedule of Income Tax Expense HTML 51K
(Details)
95: R79 Income Taxes - Effective Income Tax Rate HTML 67K
Reconciliation (Details)
96: R80 Income Taxes - Schedule of Deferred Tax assets and HTML 47K
Liabilities (Details)
97: R81 Income Taxes - Additional Information (Details) HTML 35K
98: R82 Earnings (Loss) Per Share Schedule of Earnings Per HTML 53K
Share Basic and Diluted (Details)
99: R83 Earnings (Loss) Per Share - Schedule of HTML 37K
Antidilutive Securities Excluded from Computation
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100: R84 Fair Value Measurements - Schedule of Assets and HTML 66K
Liabilities Measured at Fair Value on a Recurring
Basis (Details)
101: R85 Fair Value Measurements - Additional Information HTML 48K
(Details)
102: R86 Fair Value Measurements - Schedule of Changes in HTML 47K
Assets and Liabilities Measured at Fair Value on a
Recurring Basis (Details)
103: R87 Fair Value Measurements - Assets and Liabilities HTML 41K
Not Measured at Fair Value (Details)
104: R88 Commitments and Contingencies - Additional HTML 31K
Information (Details)
105: R89 Segment Reporting - Additional Information HTML 31K
(Details)
106: R90 Segment Reporting - Summarized Financial HTML 141K
Information by Operating Group (Details)
107: R91 Subsequent Events (Details) HTML 50K
109: XML IDEA XML File -- Filing Summary XML 198K
112: XML XBRL Instance -- brp-20231231_htm XML 2.39M
108: EXCEL IDEA Workbook of Financial Report Info XLSX 210K
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110: JSON XBRL Instance as JSON Data -- MetaLinks 592± 908K
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‘EX-97’ — Clawback Policy re: Recovery of Erroneously Awarded Compensation
The Board of Directors (the “Board”) of BRP Group, Inc. (the “Company”) believes that it is in the best interests of the Company and its shareholders to create and maintain a culture that emphasizes integrity and accountability
and that reinforces the Company’s pay-for-performance compensation philosophy. The Board has therefore adopted this policy (this “Policy”) which provides for the recoupment of certain executive compensation in the event that the Company is required to prepare an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left
uncorrected in the current period (an “Applicable Restatement”). All determinations of “materiality” shall be made by the Board in its sole discretion.
Administration
This Policy shall be administered by the Board or, if so designated by the Board, the Compensation Committee, in which case references herein to the Board shall be deemed references to the Compensation Committee. Any determinations made by the Board under the Policy (including, without limitation, the amount of Incentive Compensation subject to recoupment, repayment or forfeiture, and the timing and process relating to such recoupment, repayment or forfeiture) shall be made by the Board in its sole discretion and shall be final and binding on all affected individuals.
Covered Executives
This
Policy applies to the following individuals (“Covered Executives”):
•all individuals who are current or former executive officers of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); provided, that “executive officer” shall mean the Company’s president, principal financial officer, principal accounting officer (or if there is no such accounting officer, the controller), any vice-president of the Company in charge of a principal business unit, division, or function (such as sales, administration,
or finance), any other officer who performs a policy-making function, or any other person who performs similar policymaking functions for the Company; provided, further, executive officers of the Company’s parent(s) or subsidiaries are deemed executive officers of the Company if they perform such policy making functions for the Company;
•all current and former members of the Company’s
executive leadership team designated by the Board to be covered by this Policy from time to time; and
•all other individuals as may be designated by the Board to be covered by this Policy from time to time.
Recoupment; Accounting Restatement
In the event the Company is required to prepare an Applicable Restatement, the Board shall require reimbursement or forfeiture of any excess Incentive Compensation received by any Covered Executive during the three completed fiscal years immediately preceding the date the Company
is required to prepare the Applicable Restatement; provided, however, the date the Company is required to prepare the Applicable Restatement shall be the earlier of the date (i) the Company’s Board concludes, or reasonably should have concluded, that the Company is required to prepare the Applicable Restatement, or (ii) a court, regulator, or other legally authorized body directs the Company to prepare the Applicable Restatement. Incentive Compensation shall be deemed received in the Company’s fiscal year during which the applicable financial
reporting measure causes the Incentive Compensation to be granted, earned or vested, even if payment or grant of the Incentive Compensation occurs after the end of that fiscal year.
Incentive Compensation
For purposes of this Policy, “Incentive Compensation” means any of the following; provided that, such compensation is granted, earned, or vested based wholly or in part upon the attainment of a financial reporting measure:
•Annual bonuses and other short- and long-term cash incentives;
•Stock options;
•Stock appreciation rights;
•Restricted stock;
•Restricted
stock units (including “PSUs”);
•Performance shares;
•Performance units; and/or
•All awards granted under the Company’s Omnibus Incentive Plan or the Company’s Partnership Inducement Award Plan, each as may be amended from time to time and any successor thereto.
Financial reporting measures shall mean (i) measures that are determined and presented in accordance with the accounting principles used in the Company’s financial statements, and any measures that are derived
wholly or in part from such measures, and (ii) any other objective financial measures. Financial reporting measures shall include, but not be limited to, the following:
•Company stock price;
•Total shareholder return;
•Revenues;
•Net income;
•Earnings before interest, taxes, depreciation, and amortization (EBITDA);
•Adjusted EBITDA;
•Organic growth;
•Liquidity measures such as working capital, operating cash flow or free cash flow;
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•Return
measures such as return on invested capital or return on assets; and
•Earnings measures such as earnings per share.
Excess Incentive Compensation: Amount Subject to Recovery
The amount, if any, as determined by the Board, to be recovered will be the excess of the Incentive Compensation paid to the Covered Executive based on the erroneous data over the Incentive Compensation that would have been paid to the Covered Executive had it been based on the Applicable Restatement, as determined by the Board. The amount of recoupment of Incentive Compensation shall be calculated without regard to any taxes paid with respect to the Incentive Compensation paid or to be paid.
If the Board cannot determine the amount of excess Incentive Compensation received by the Covered Executive directly
from the information in the Applicable Restatement, including any Incentive Compensation based on stock price and/or total shareholder return, then it will make its determination based on a reasonable estimate of the effect of the Applicable Restatement and the Company shall maintain documentation of such reasonable estimate.
Method of Recoupment
The Board will determine, in its sole discretion, the method for recouping Incentive Compensation hereunder which may include, without limitation:
(a)requiring reimbursement of cash Incentive Compensation previously paid;
(b)seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or
other disposition of any equity-based awards;
(c)offsetting the recouped amount from any compensation otherwise owed by the Company to the Covered Executive, to the extent permitted by applicable law;
(d)cancelling outstanding vested or unvested equity awards; and/or
(e)taking any other remedial and recovery action permitted by law, as determined by the Board.
No Indemnification
The Company shall not indemnify any Covered Executives against the loss of any Incentive Compensation subject to recoupment under
this Policy.
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Interpretation
The Board is authorized to interpret and construe this Policy and to make all determinations necessary, appropriate, or advisable for the administration of this Policy.
Effective Date
This Policy shall be effective as of the date it is first adopted by the Board (the “Effective Date”) and shall apply to Incentive Compensation that is approved, awarded or granted to Covered Executives on or after that date.
Amendment; Termination
The Board may amend this Policy from time to time in its
discretion and shall amend this Policy as it deems necessary to reflect any future regulations adopted by the Securities and Exchange Commission under, and to comply with, any future rules or standards adopted by the national securities exchange on which the Company’s securities are listed.
Other Recoupment Rights
The Board may require that any employment agreement, equity award agreement, or similar agreement entered into on or after the Effective Date shall, as a condition to the grant of any benefit thereunder, require a Covered Executive to agree to abide by the terms of this Policy, however, even in the absence of such an express requirement, any applicable agreement or other document setting for the terms and conditions of any compensation covered by the Policy shall be deemed to include the
restrictions imposed herein and to incorporate the Policy by reference and, in the event of any inconsistency, the terms of the Policy will govern. Any right of recoupment under this Policy is in addition to, and not in lieu of, any other remedies or rights of recoupment that may be available to the Company pursuant to the terms of any similar policy in any employment agreement, equity incentive plan or award agreement, or similar agreement and any other legal remedies available to the Company. To the extent that any applicable law or securities market or exchange rules or regulations permit or require recovery of compensation in circumstances in addition to those specified herein, nothing in this Policy will be deemed to limit or restrict the right or obligation of the
Company to recover such compensation to the fullest extent permitted or required by such law, rules or regulations.
Successors
This Policy shall be binding and enforceable against all Covered Executives and their beneficiaries, heirs, executors, administrators or other legal representatives.
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Dates Referenced Herein and Documents Incorporated by Reference
