SEC Filing | The Baldwin Group

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SEC FORM 3 SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Baldwin Insurance Group Holdings, LLC

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
10/28/2019

3. Issuer Name and Ticker or Trading Symbol
BRP Group, Inc. [ BRP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)	X	Other (specify below)
Member of 10% owner group

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class B Common Stock	18,933,907⁽¹⁾⁽²⁾	D
Class B Common Stock	2,481,998⁽¹⁾⁽³⁾	D
Class B Common Stock	608,878⁽¹⁾⁽³⁾	I	By Trust
Class B Common Stock	304,439⁽¹⁾⁽⁴⁾	D
Class B Common Stock	304,439⁽¹⁾⁽⁵⁾	D
Class B Common Stock	2,862,542⁽¹⁾⁽⁶⁾	D
Class B Common Stock	228,333⁽¹⁾⁽⁶⁾	I	By Trust
Class B Common Stock	152,220⁽¹⁾⁽⁷⁾	D
Class B Common Stock	76,113⁽¹⁾⁽⁸⁾	D
Class B Common Stock	495,677⁽¹⁾⁽⁹⁾	D
Class B Common Stock	190,326⁽¹⁾⁽¹⁰⁾	D
Class B Common Stock	337,852⁽¹⁾⁽¹¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	18,933,907⁽¹⁾⁽²⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	2,481,998⁽¹⁾⁽³⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	608,878⁽¹⁾⁽³⁾⁽¹²⁾	0	I	By Trust
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	304,439⁽¹⁾⁽⁴⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	304,439⁽¹⁾⁽⁵⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	2,862,542⁽¹⁾⁽⁶⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	228,333⁽¹⁾⁽⁶⁾⁽¹²⁾	0	I	By Trust
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	152,220⁽¹⁾⁽⁷⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	76,113⁽¹⁾⁽⁸⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	495,677⁽¹⁾⁽⁹⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	190,326⁽¹⁾⁽¹⁰⁾⁽¹²⁾	0	D
LLC Units in Baldwin Risk Partners, LLC	⁽¹²⁾	⁽¹²⁾	Class A Common Stock	337,852⁽¹⁾⁽¹¹⁾⁽¹²⁾	0	D

1. Name and Address of Reporting Person^*

Baldwin Insurance Group Holdings, LLC

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Krystyn Elizabeth

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Sherman Laura

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Laura R. Sherman GRAT 2019-1 Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Laura R. Sherman GRAT 2019-2 Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W. BOY SCOUT BLVD. SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Finney Joseph D.

(Last)

(First)

(Middle)

C/O BRP GROUP, INC.

4010 W BOY SCOUT BLVD SUITE 200

(Street)

TAMPA

33607

(City)

(State)

(Zip)

Explanation of Responses:

1. This excludes securities owned by the Villages Invesco, LLC (the "Villages") relating to a voting agreement between the Villages and members of the "group" referenced in footnote 2, for which the reporting persons disclaim beneficial ownership.

2. These securities are owned by Baldwin Insurance Group Holdings, LLC ("BIGH"), which is a member of a "group" pursuant to a voting agreement with (and with respect to the securities owned by) those individuals listed in the "Remarks" section (the "Voting Group"). These securities were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by BIGH in Baldwin Risk Partners, LLC ("Baldwin Risk Partners").

3. These securities are owned by Elizabeth Krystyn and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth Krystyn in Baldwin Risk Partners.

4. These securities are owned by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 in Baldwin Risk Partners.

5. These securities are owned by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019 in Baldwin Risk Partners.

6. These securities are owned by Laura Sherman and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura Sherman in Baldwin Risk Partners.

7. These securities are owned by Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 in Baldwin Risk Partners.

8. These securities are owned by Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 in Baldwin Risk Partners.

9. These securities are owned by Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 in Baldwin Risk Partners.

10. These securities are owned by John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 in Baldwin Risk Partners.

11. These securities are owned by Joseph D. Finney and were acquired through the conversion immediately prior to the issuer's initial public offering of historical interests held by Joseph D. Finney in Baldwin Risk Partners.

12. Each LLC Unit, together with a share of Class B common stock, may be converted by the holder into one share of Class A common stock at any time. The LLC Units do not expire.

Remarks:

The Voting Group consists of BIGH, Lowry Baldwin, Trevor Baldwin, Elizabeth Krystyn, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019, Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019, Laura Sherman, Laura R. Sherman GRAT 2019-1 Dated September 30, 2019, Laura R. Sherman GRAT 2019-2 Dated September 30, 2019, Kristopher Aaron Wiebeck, Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019, John A Valentine, John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019, Daniel Galbraith, Bradford Hale, Joseph D. Finney, Christopher J. Stephens, Millennial Specialty Holdco, LLC and James Morgan Roche for purposes of Section 13(d) of the Securities Exchange Act of 1934. As the Voting Group contains more than ten insiders, see the Form 3 for Millennial Specialty Holdco, LLC filed October 28, 2019 for the securities owned by additional members of the Voting Group.

	/s/ Christopher J. Stephens, as Attorney-in Fact, for Baldwin Insurance Group Holdings, LLC	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth Krystyn	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Laura Sherman	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Laura R. Sherman GRAT 2019-1 Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Laura R. Sherman GRAT 2019-2 Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019	10/28/2019
	/s/ Christopher J. Stephens, as Attorney-in Fact, for Joseph D. Finney	10/28/2019
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristopher Wiebeck, Christopher J. Stephens and Bradford Hale as the undersigned’s true and lawful attorneys-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or member of the Board of Directors of BRP Group, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23^rd day of September, 2019.

Signature:	/s/ Lowry Baldwin
Name:	Lowry Baldwin in his capacity as Manager of Baldwin Insurance Group Holdings, LLC

Exhibit 24.2

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23^rd day of September, 2019.

Signature:	/s/ Elizabeth Krystyn
Name:	Elizabeth Krystyn

Exhibit 24.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristopher Wiebeck, Christopher J. Stephens and Bradford Hale as the true and lawful attorneys-in-fact of the Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019 (the “Trust”) to:

(1) execute for and on behalf of the Trust, in the undersigned’s capacities as trustee of a trust that is a holder of ten percent or more of the stock of BRP Group, Inc. (the “Company”), Forms 3, 4 and 5, including any amendments thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules and regulations thereunder (the “Exchange Act”);

(2) do and perform any and all acts for and on behalf of the Trust which may be necessary or desirable to complete and execute any such Form 3, 4 or 5, complete and execute any amendment or amendments thereto and timely file such form with the United States Securities and Exchange Commission and the applicable stock exchange or similar authority; and

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the Trust’s responsibilities to comply with Section 16 of the Exchange Act.

This Power of Attorney shall remain in full force and effect until the Trust is no longer required to file Forms 3, 4 and 5 with respect to the Trust’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of October, 2019.

Signature:	/s/ Elizabeth H. Krystyn
Name:	Elizabeth H. Krystyn in her capacity as trustee of Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust I Dated September 30, 2019

Exhibit 24.4

POWER OF ATTORNEY

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the Trust’s responsibilities to comply with Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of October, 2019.

Signature:	/s/ Elizabeth H. Krystyn
Name:	Elizabeth H. Krystyn in her capacity as trustee of Elizabeth H. Krystyn 2019 Grantor Retained Annuity Trust II Dated September 30, 2019

Exhibit 24.5

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 23^rd day of September, 2019.

Signature:	/s/ Laura Sherman
Name:	Laura Sherman

Exhibit 24.6

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristopher Wiebeck, Christopher J. Stephens and Bradford Hale as the true and lawful attorneys-in-fact of the Laura R. Sherman GRAT 2019-1 Dated September 30, 2019 (the “Trust”) to:

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the Trust’s responsibilities to comply with Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of October, 2019.

Signature:	/s/ Laura R. Sherman
Name:	Laura R. Sherman in her capacity as trustee of Laura R. Sherman GRAT 2019-1 Dated September 30, 2019

Exhibit 24.7

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristopher Wiebeck, Christopher J. Stephens and Bradford Hale as the true and lawful attorneys-in-fact of the Laura R. Sherman GRAT 2019-2 Dated September 30, 2019 (the “Trust”) to:

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the Trust’s responsibilities to comply with Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of October, 2019.

Signature:	/s/ Laura R. Sherman
Name:	Laura R. Sherman in her capacity as trustee of Laura R. Sherman GRAT 2019-2 Dated September 30, 2019

Exhibit 24.8

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristopher Wiebeck, Christopher J. Stephens and Bradford Hale as the true and lawful attorneys-in-fact of the Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019 (the “Trust”) to:

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the Trust’s responsibilities to comply with Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of October, 2019.

Signature:

/s/ Kristopher A. Wiebeck

Name:

Kristopher A. Wiebeck in his capacity as trustee of Kristopher A. Wiebeck 2019 Grantor Retained Annuity Trust Dated September 30, 2019

Exhibit 24.9

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints each of Kristopher Wiebeck, Christopher J. Stephens and Bradford Hale as the true and lawful attorneys-in-fact of the John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019 (the “Trust”) to:

(3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of any of such attorneys-in-fact, may be of benefit to, in the best interest of, or legally required by, the Trust, it being understood that the documents executed by any of such attorneys-in-fact on behalf of the Trust pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as any of such attorneys-in-fact may approve in his discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to act separately and to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that any of such attorneys-in-fact, or the substitute or substitutes of any of such attorneys-in-fact, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the Trust’s responsibilities to comply with Section 16 of the Exchange Act.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of October, 2019.

Signature:	/s/ John A. Valentine
Name:	John A. Valentine in his capacity as trustee of John A. Valentine 2019 Grantor Retained Annuity Trust Dated September 30, 2019

Exhibit 24.10

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 17^th day of October, 2019.

Signature:	/s/ Joseph D. Finney
Name:	Joseph D. Finney