DEF 14A of Arthur J. Gallagher & Co.
Filed Mar 23, 2026 · FY20250000354190-26-000101
Board of Directors
Board of Directors Our Board of Directors is comprised of a group of committed and highly qualified individuals who care deeply about our company and bring a diversity of experiences and perspectives to our Board deliberations. Our directors’ diverse professional backgrounds, skill sets, independent thought leadership and experience have been invaluable to me and the management team in establishing our long-term business strategy, executing on that strategy and managing both short- and long-term risks facing the company. After nearly 13 years of service, Sherry Barrat is retiring and not standing for reelection to our Board. Sherry served as Chair of the Compensation Committee for many years, and her executive management experience and financial expertise enabled her to provide valuable oversight during a period of significant growth for the company. I want to personally express my appreciation for her years of dedicated service and contributions to our financial success.
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| | | | | | | Election of Directors | | The Board recommends that you vote FOR the election of each of the director nominees listed below |
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Evaluation Process for Director Candidates The Nominating/Governance Committee considers director candidates suggested by stockholders, management or other members of the Board of Directors (Board) and may hire consultants or search firms to help identify and evaluate potential director candidates. In some cases, nominees have been individuals known to Board members or others. For information regarding how stockholders can submit a director candidate for consideration by the Nominating/Governance Committee, as well as for information regarding “proxy access,” see page 57. The Nominating/Governance Committee evaluates director candidates by considering their judgment, qualifications, attributes, skills, integrity, international business or other experience relevant to our global activities and other factors it deems appropriate. The Committee looks for candidates who are leaders in the organizations with which they are affiliated and have experience in positions with a high degree of responsibility. The Committee seeks candidates free from relationships or conflicts of interest that could interfere with the director’s duties to Gallagher or our stockholders. The Committee also evaluates candidates’ independence and takes into account applicable requirements under Securities and Exchange Commission (SEC) rules and New York Stock Exchange (NYSE) listing standards. Board Composition Our Board nominees reflect diversity of professional background, experiences, viewpoints, gender, race/ethnicity, tenure, nationality and age. Our Governance Guidelines provide that, when recruiting director candidates, the Nominating/Governance Committee endeavors to include qualified diverse candidates, and requests that any search firm it engages endeavor to do the same, including women and racially/ethnically diverse persons to expand the pool from which new director nominees are ultimately chosen based on merit. The Committee actively seeks Board members from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Committee assesses the effectiveness of the Board’s diversity search policy as part of its annual review process.
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| ¢ | 0-5 Years | | ¢ | 5-10 Years | | ¢ | 10+ Years |
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| ¢ | Female | | ¢ | Male |
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| ¢ | Racially/Ethnically Diverse | | ¢ | Non-Diverse |
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These percentages include our Chairman and CEO, Pat Gallagher.
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| | 2026 Notice of Annual Meeting & Proxy Statement | 6 |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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Board Nominees and Vote Required Upon the recommendation of the Nominating/Governance Committee, the Board has nominated our Chairman and Chief Executive Officer (CEO) and each of the additional eight individuals listed below to hold office until the next annual meeting and the election and qualification of their successors or, if earlier, until their resignation, death or removal. Under the Board’s retirement policy, directors who have attained the age of 78 may only be nominated for reelection if the Board determines that their continued service is appropriate. While the Board believes this policy promotes regular refreshment of the Board, at its March 2026 meeting, the Board determined that it is in the best interests of the Company for John Coldman, who has attained the age of 78, to stand for reelection at the 2026 Annual Meeting and continue to serve if elected until the Company’s 2027 Annual Meeting. The Board made this determination based on Mr. Coldman’s extensive knowledge of the international insurance industry and in recognition of the contributions experienced directors, with deep knowledge of the Company, bring to effective Board oversight. Each of the nominees currently serves on the Board and was last elected at our 2025 Annual Meeting, and all of the nominees have consented to serve on the Board if elected. If any nominee should become unable or unwilling to serve, the Board may nominate another person to stand for election or reduce the size of the Board. Sherry Barrat, a current director, is retiring and not standing for reelection to the Board and the Board will be reduced to 9 members, effective on the date of the 2026 Annual Meeting. Each director nominee who receives more “FOR” votes than “AGAINST” votes at the Annual Meeting will be elected. Abstentions will have the same effect as a vote “AGAINST.” Any incumbent director nominee who receives a greater number of votes “AGAINST” election than votes “FOR” election is expected to tender an offer of resignation for consideration by the Nominating/Governance Committee in accordance with our Governance Guidelines. Director Qualifications We have summarized below the key qualifications and areas of experience that led our Board to conclude that each non-management director nominee is qualified to serve on our Board; however, this is not intended to be an exhaustive list of their qualifications or contributions to our Board.
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| Non-Management Director Nominees | CEO / COO Experience | Finance / Capital Markets | Change Management | Risk Management / Governance | Sales and Marketing | International | Insurance Industry | Independence | | Deborah Caplan | | | | | | | | | | Teresa Clarke | | | | | | | | | | John Coldman | | | | | | | | | | Richard Harries | | | | | | | | | | David Johnson Lead Independent Director | | | | | | | | | | Chris Miskel | | | | | | | | | | Ralph Nicoletti | | | | | | | | | | Norman Rosenthal | | | | | | | | |
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| 7 | 2026 Notice of Annual Meeting & Proxy Statement | |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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| | | | | | | | Deborah Caplan | | | | | Ms. Caplan’s qualifications to serve on our Board include her senior executive experience, a history of building corporate cultures founded on strong values and her extensive operational experience. Her senior executive roles at NextEra Energy, one of the largest electric power and energy infrastructure companies in North America and a leader in the renewable energy industry, have given her valuable experience navigating a complex regulatory environment and the risks and opportunities presented by climate change. In addition, her experience as a human resources leader and member of other public company boards enables her to contribute to sound corporate governance and executive compensation practices at the company. | | | | | Career Highlights | Current Public Company Boards | | | | •NextEra Energy, Inc. (2005-2024) Electric power and clean energy company –Executive Vice President, Human Resources and Corporate Services (2013-2024) –Vice President and Chief Operating Officer, Florida Power & Light Company (2011-2013) –Vice President of Integrated Supply Chain (2005-2011) •General Electric Company (prior to 2005) Global conglomerate –Senior Vice President of Global Operations for Vendor Financial Services, GE Capital –Other senior roles in manufacturing and product development, GE Aircraft Engines | •Valmont Industries, Inc. (2024-present) –Human Resources Committee •Mid-America Apartment Communities, Inc. (2023-present) –Compensation Committee (Chair) –Nominating & Corporate Governance Committee Previous Public Company Boards •Terminix Global Holdings, Inc. (2019-2022) –Chair, Compensation Committee –Environmental, Health and Safety Committee | | | Age: 63 Director Since: 2024 Public Company Boards: 3 Committee Memberships: •Compensation (Chair) •Nominating/Governance | | | | | | | |
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| | | | | | | | Teresa Clarke | | | | | Ms. Clarke’s qualifications to serve on our Board include her extensive international and financial services expertise, particularly in the areas of corporate finance and mergers and acquisitions. In addition, her roles leading or overseeing technology companies have given her valuable experience in change management, including navigating changing regulatory environments and pivoting businesses to take advantage of new technologies. | | | | | Career Highlights | Previous Public Company Boards | | | | •Africa.com LLC (2010-present) Africa-related digital media content company –Chair and Chief Executive Officer •Goldman Sachs & Co. (Prior to 2010) Global financial services firm –Managing Director, Investment Banking Current Public Company Boards •American Tower Corporation (2021-present) –Nominating and Corporate Governance Committee | •Change Financial Limited (2016-2020) - Australian Stock Exchange –Board Chair –Audit Committee •Cim Group Ltd (2016-2020) - Mauritius Stock Exchange –Corporate Governance Committee Community Involvement •Smithsonian National Museum of African Art (2022-present) –Chair, Advisory Board | | | Age: 63 Director Since: 2021 Public Company Boards: 2 Committee Memberships: •Audit •Risk and Compliance | | | | | | | |
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| | 2026 Notice of Annual Meeting & Proxy Statement | 8 |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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| | | | | | John Coldman, OBE | | | | Mr. Coldman’s qualifications to serve on our Board include his international insurance industry knowledge, his experience within the Lloyd’s and London marketplaces, his experience with public company matters and mergers and acquisitions and his significant expertise in reinsurance. | | | | Career Highlights | Other Board Experience | | | •The Benfield Group (1988-2008) Reinsurance and risk intermediary company –Chairman –Managing Director Previous Public Company Boards •Omega Insurance Holdings Limited (2010-2012) - London Stock Exchange –Chairman •Brit PLC (1996-2000) - London Stock Exchange –Chairman | •Lloyd’s of London (2001-2006) –Deputy Chairman –Member of Council •Roodlane Medical Ltd. (2007-2011) –Non-Executive Chairman Community Involvement •A U.K. citizen, Mr. Coldman was appointed an Officer of the Order of the British Empire (OBE) in the Queen’s Birthday Honours List 2017, for “services to business, young people, and charity.” | | Age: 78 Director Since: 2014 Public Company Board: 1 Committee Membership: •Risk and Compliance | | | | | | |
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| | | | | | Pat Gallagher | | | | Mr. Gallagher is the only member of management serving on the Board. His 52 years of experience with our company and 40 years of service on the Board, his deep knowledge of our company and the insurance industry and his extensive leadership experience greatly enhance the Board’s decision making and enable Mr. Gallagher to serve as a highly effective Chairman of the Board. | | | | Career Highlights | Insurance Industry Affiliations | | | •Arthur J. Gallagher & Co. (1974-present) –Chairman –Chief Executive Officer –President and Chief Operating Officer –Vice President of Operations –Production Account Executive Previous Public Company Boards •InnerWorkings, Inc. (2011-2019) –Compensation Committee –Nominating/Governance Committee | •The Institutes, previously known as American Institute for Chartered Property Casualty Underwriters (2003-present) –Board of Trustees Community Involvement •Mr. Gallagher was granted Freedom of the City of London in 2007 by the city’s Lord Mayor in recognition of his outstanding contribution to the Lloyd’s insurance market and for his support of the Gallagher Lifelong Learning scholarships. | | Age: 74 Director Since: 1986 Public Company Board: 1 | | | | | | |
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| 9 | 2026 Notice of Annual Meeting & Proxy Statement | |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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| | | | | | Richard Harries | | | | Mr. Harries’ qualifications to serve on our Board include over 35 years of insurance industry experience in the UK and other highly regulated markets and his experience growing businesses as an operational leader. His roles at Atrium Underwriters Limited provided him with significant experience in mergers and acquisitions and change management, including with respect to technology initiatives. | | | | Career Highlights | Other Board Experience | | | •Atrium Underwriters Limited (1997-2023) Lloyd’s Managing Agent for Lloyd’s Syndicate 609 –Chief Executive Officer and Director –Chief Underwriting Officer –Energy Underwriter •Willis Faber & Dumas (1987-1997) Insurance broker –Executive Director, Head of International Energy –Other senior roles in the energy sector | •Lloyd’s Market Association (2014-2022) •Lloyd’s London Market Group (2020-2022) –Target Operating Module Oversight Board | | Age: 61 Director Since: 2024 Public Company Board: 1 Committee Memberships: •Audit •Risk and Compliance | | | | | | |
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| | | | | | David Johnson | | | | Mr. Johnson’s qualifications to serve on our Board and as Independent Lead Director include his knowledge of corporate governance and executive compensation best practices and his experience as a senior executive of global businesses. These roles have provided him with significant experience in change management and navigating complex regulatory environments. | | | | Career Highlights | •Kraft Foods Global, Inc. (prior to 2007) Global food and beverage company –President, Kraft Foods North America –Member, Management Committee –Other senior roles in marketing, strategy, operations, procurement and general management Other Board Experience •Mosaic Flavors (2022-present) •Jacobs Holding AG (2018-2021) –Board of Advisors •Michael Foods, Inc. (2008-2009) | | | •Aryzta AG, now Aspire Bakeries (2018-2021) Global food business –Non-Executive Chairman, North America –Chief Executive Officer, North America •Barry Callebaut AG (2009-2017) Cocoa and chocolate products manufacturer –President and Chief Executive Officer, Americas –Member, Global Executive Committee •Michael Foods, Inc. (2007-2009) Food processor and distributor –President, Chief Executive Officer and Board Member –Chief Operating Officer | | | Age: 69 Director Since: 2003 Public Company Board: 1 Committee Memberships: •Compensation •Nominating/Governance •Risk and Compliance | | | | | | |
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| | 2026 Notice of Annual Meeting & Proxy Statement | 10 |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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| | | | | | Chris Miskel | | | | Mr. Miskel’s qualifications to serve on our Board and chair our Nominating/Governance Committee include his senior executive experience, his involvement in setting strategy for large businesses such as Lilly, Baxter, Baxalta and Shire, his extensive sales and marketing experience, and his knowledge of the healthcare industry and related privacy and cybersecurity issues. His senior roles in the pharmaceutical industry have also provided him with experience navigating complex and changing regulatory environments. | | | | Career Highlights | •Eli Lilly and Company (prior to 2013) Pharmaceutical company –General Manager, Lilly Australia and New Zealand –Other senior roles Community Involvement •Butler University (2021-present) –Board of Trustees •Medical College of Wisconsin (2018-present) –Board of Directors | | | •Versiti, Inc. (2017-present) Blood products supply and research company –President and Chief Executive Officer •Baxter / Baxalta / Shire (2013-2017) – Baxalta Incorporated spun off from Baxter International Inc. in 2015 and was acquired by Shire plc in 2016 Global healthcare and pharmaceutical company –Head of Immunology (2015-2017) –Vice President, Plasma Strategy and New Products, Global BioTherapeutics / U.S. BioScience National Accounts (2013-2015) | | | Age: 51 Director Since: 2020 Public Company Board: 1 Committee Memberships: •Nominating/ Governance (Chair) •Compensation | | | | | | |
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| | | | | | Ralph Nicoletti | | | | Mr. Nicoletti’s qualifications to serve on our Board and chair our Audit Committee include his experience as a senior executive of global businesses, his deep financial management expertise, capital markets experience and knowledge of the healthcare industry and related privacy and cybersecurity issues. | | | | Career Highlights | •Kraft Foods, Inc. (prior to 2007) Global food and beverage company –Senior Vice President of Corporate Audit –Other senior financial management roles Other Board Experience •The Aspen Group (2024-present) –Chair, Audit Committee •GPA Global (2023-present) –Chair, Audit Committee •Cooper’s Hawk Winery & Restaurants (2021-present) –Chair, Audit Committee | | | •The AZEK Company, Inc. (2019-2021) Building products company –Senior Vice President and Chief Financial Officer •Newell Brands, Inc. (2016-2018) Global consumer goods company –Executive Vice President and Chief Financial Officer •Tiffany & Co. (2014-2016) Global luxury jewelry company –Executive Vice President and Chief Financial Officer •Cigna Corporation (2011-2013) Global healthcare and insurance company –Chief Financial Officer •Alberto Culver, Inc. (2007-2011) Beauty products company –Executive Vice President and Chief Financial Officer | | | Age: 68 Director Since: 2016 Public Company Board: 1 Committee Membership: •Audit (Chair) | | | | | | |
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| 11 | 2026 Notice of Annual Meeting & Proxy Statement | |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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| | | | | | Norman Rosenthal, Ph.D. | | | | Dr. Rosenthal’s qualifications to serve on our Board and chair our Risk and Compliance Committee include his experience in the insurance and finance industries, including extensive experience serving on public company boards of insurance, reinsurance and reinsurance services companies, and his experience as a securities analyst in his prior executive roles at Morgan Stanley. | | | | Career Highlights | Previous Public Company Boards | | | •Norman L. Rosenthal & Associates, Inc. (1996-present) P&C industry management consulting firm –President •Lindsay Goldberg LLC (2016-present) Private equity firm –Affiliated Partner •Morgan Stanley & Co. (prior to 1996) Global investment bank –Managing Director | •National Interstate Corporation (2015-2016) •Aspen Insurance Holdings, Ltd. (2002-2009) •Mutual Risk Management Ltd. (1997-2002) •Vesta Insurance Group, Inc. (1996-1999) Other Board Experience •The Plymouth Rock Company (2009- present) •The Plymouth Rock Management Company of New Jersey (2016-present) | | Age: 74 Director Since: 2008 Public Company Board: 1 Committee Memberships: •Risk and Compliance (Chair) •Audit | | | | | | |
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Key Governance Practices The Board and Nominating/Governance Committee continually evaluate governance best practices and consider modifications to our corporate governance that support our strategic objectives, protect the long-term interests of our stockholders and promote management accountability. Set forth below are several key governance practices: •Annual majority vote to elect directors •Demonstrated Board refreshment with emphasis on diverse skill set •Governance Guidelines include a retirement policy for directors •Proxy access (3% ownership / 3 years / group of up to 20 / greater of 20% of Board seats or 2 directors) •Independent Lead Director with clearly identified role •Annual Board and committee self-evaluations •Directors subject to stock ownership guidelines •Significant portion of Board compensation in the form of equity awards •Regular executive sessions of the Board and committees •Board and committee oversight of strategy, risk and sustainability initiatives •Robust stockholder engagement program Board Leadership Structure Pat Gallagher currently serves as Chairman of the Board and CEO. With the exception of Mr. Gallagher, all Board members are independent and actively oversee the activities of the Chairman and other members of the senior management team. We believe that our Board leadership structure allows us to take advantage of Pat Gallagher’s extensive experience and knowledge of our business, which enriches the Board’s decision making. Pat Gallagher’s role as Chairman and CEO also enhances communication and coordination between management and the Board on critical issues.
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| | 2026 Notice of Annual Meeting & Proxy Statement | 12 |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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David Johnson has served as our Independent Lead Director since 2016. The duties and responsibilities of the Independent Lead Director are set forth below.
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| Independent Lead Director Duties & Responsibilities | | | •Act as a liaison between the Chairman and the other directors •Be available for consultation and communication with stockholders as appropriate •Call and preside over executive sessions of the Board without the Chairman or other members of management present •Consult with the Chairman and approve Board meeting agendas and schedules •Consult with the Chairman and approve information provided to the Board •Consult with committee chairs with respect to agendas and information needs relating to committee meetings | •Work closely with and act as an advisor to the Chairman; be available to discuss with other directors concerns about the company or the Board and relay those concerns, where appropriate, to the Chairman or other members of the Board; and be familiar with corporate governance best practices •Provide leadership to the Board if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict •Conduct the annual performance evaluation of Pat Gallagher in his capacity as Chairman and, together with the Nominating/Governance Committee, evaluate the Board as a whole and review the contributions of each Board member •Perform such other duties and responsibilities as the Board may determine |
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Our independent directors meet regularly in executive sessions. Executive sessions are held at the beginning and at the end of each regularly scheduled in-person or virtual Board meeting. Other executive sessions may be called by the Independent Lead Director at his discretion or at the request of the Board. Executive sessions at the full-Board level are chaired by our Independent Lead Director. The committees of the Board also meet regularly in executive sessions. The Board believes that its leadership structure as described above provides an effective framework for addressing the risks and opportunities facing our company, as it effectively allocates authority, responsibility, and oversight between management and the Board. The Board believes the role of the Independent Lead Director underscores our continuing commitment to strong corporate governance and Board independence. The Board believes that the Independent Lead Director’s ability to call meetings of the Board when necessary improves the independence of the Board’s leadership structure and its role in risk oversight. Director Orientation and Continuing Education New directors participate in an orientation program which is conducted as soon as practicable after they are elected to the Board. The orientation program includes presentations by senior management to familiarize new directors with our business, including our operations, finances, and strategic plans; our significant financial, accounting and risk management issues; our compliance programs; our Global Standards of Business Conduct and other policies applicable to directors; our principal officers, our internal and independent auditors and our corporate governance practices. Directors certify their commitment to our Global Standards of Business Conduct when they join the Board and every year thereafter. The Board also encourages directors to participate in continuing education programs to maintain the necessary level of expertise to perform their responsibilities. Continuing education programs may be part of regular Board or committee meetings or third-party presentations. Additionally, we provide directors with access to third-party resources that provide updates on issues and programs relevant to public companies and their directors. Director Independence The Board has conducted its annual review of the independence of each director nominee and director who served on the Board in 2025 under NYSE standards and the independence standards set forth in Appendix A of our Governance Guidelines (available on our website located at www.ajg.com/ir, under the heading “Corporate Governance”). Based on its review, the Board has concluded in its business judgment that each of Sherry Barrat, Deborah Caplan, Teresa Clarke, John Coldman, Richard Harries, David Johnson, Chris Miskel, Ralph Nicoletti and Norman Rosenthal is independent.
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| 13 | 2026 Notice of Annual Meeting & Proxy Statement | |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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Compensation Committee Interlocks and Insider Participation During 2025, Sherry Barrat, Deborah Caplan, David Johnson and Chris Miskel served on the Compensation Committee with Deborah Caplan serving as Chair. None of the members of the Board who served on the Compensation Committee is a former or current officer or employee of the company or any of our subsidiaries, is involved in a relationship requiring disclosure as an interlocking executive officer or director or had any relationship requiring disclosure under Item 404 of Regulation S-K. Stockholder Views Our Board pays close attention to the views of our stockholders, including the 91.2% approval rate received for our “say on pay” proposal in 2025, when making determinations regarding corporate governance and executive compensation. During the past year, members of our management team and Board engaged with stockholders representing more than 50% of our outstanding shares to discuss various corporate governance, Board and management succession, executive compensation and sustainability matters. Board’s Role in Risk Oversight The Board has delegated primary responsibility for risk oversight to the Risk and Compliance Committee. However, the Board retains overall responsibility for risk oversight, reviews significant risk matters at the full-Board level when appropriate, regularly discusses CEO succession planning, including emergency succession plans, and provides oversight of succession planning for certain other senior management positions in consultation with the CEO. The Risk and Compliance Committee oversees enterprise risk management (ERM) and compliance with laws and regulations. Among other things, the Committee regularly reviews our major risk exposures and management’s activities to mitigate and monitor such exposures; reviews our process for identifying and assessing risks, including emerging risks; reviews and discusses with management our risk appetite statements; reviews our business continuity and crisis management framework, including our incident response plans; and reviews our ethics and compliance program, including our Global Standards of Business Conduct and significant legal and regulatory compliance matters. We have a management-level ERM Committee consisting of a Chair and senior personnel representing functional, business and geographic areas across the company, with broad oversight of ERM. The Chair of the ERM Committee, Chief Compliance Officer, Chief Information Officer (CIO) and Chief Information Security Officer (CISO) attend each meeting of the Risk and Compliance Committee, as well as regular meetings of the senior executive team dedicated to compliance and risk, and report on our most significant risk exposures. These may include, when material, compliance, data privacy, cybersecurity, artificial intelligence (AI) and sustainability matters. See page 14 below for additional information regarding the responsibilities and activities of the Risk and Compliance Committee. The other committees of the Board oversee the management of risks within their areas of responsibility. The Risk and Compliance Committee coordinates and communicates with these other committees as appropriate. In addition, to facilitate coordination and communication between the committees with respect to risk matters, the Risk and Compliance Committee includes at least one member from each other committee. The Risk and Compliance Committee (and each other committee as appropriate) reports regularly to the Board regarding our major risks and steps undertaken to monitor and mitigate such risks. AI Governance and Oversight. We have established a management-level AI Governance Committee co-chaired by our CISO and Chief Privacy Officer. The Committee meets regularly to oversee AI matters such as policies and standards, risk assessments, vendor reviews and use-case testing. Our CISO reports regularly to the CIO and is an active member of our management-level ERM committee, which has broad oversight of the company’s enterprise risks. These include risks associated with our use of AI as well as potential competitive risks within our industry related to the adoption of new technologies such as AI. Our CIO and CISO both attend regular meetings of the senior executive officer team dedicated to risk and compliance and report on these and other AI-related matters as appropriate. The Board has delegated primary responsibility for the oversight of AI risks to the Risk and Compliance Committee, which receives regular reports on such risks from our CIO and CISO. The full Board also reviews the company’s AI strategy at least annually.
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| | 2026 Notice of Annual Meeting & Proxy Statement | 14 |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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| For each committee of the Board, the tables below set forth its primary responsibilities, including certain key matters relating to risk oversight, as well as its membership, independence and number of meetings held in 2025. |
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| | | | | Audit Committee | | | The Audit Committee’s responsibilities include general oversight of the integrity of our financial statements; finance activities; our independent registered public accounting firm’s qualifications and independence; the performance of our internal audit function and independent registered public accounting firm; and, in coordination with the Risk and Compliance Committee, our compliance with legal and regulatory requirements and enterprise risk assessment and management. The Audit Committee manages our relationship with our independent registered public accounting firm, including its appointment, retention, termination and compensation. Internal Audit The Committee oversees an internal audit department, the head of which reports directly to the Committee on matters other than day-to-day operations. The internal audit department is independent from management and the Committee defines its responsibilities. Among other things, the purpose of the department is to bring a systematic and disciplined approach to evaluating and improving the effectiveness of our risk management, control and governance processes. The internal audit department evaluates the effectiveness of our risk management processes, performs consulting and advisory services for us related to risk management, and reports significant risk exposures to the Audit Committee or Risk and Compliance Committee, as appropriate. Independence and Audit Committee Financial Experts Each member of the Audit Committee meets the additional heightened independence and other requirements of the NYSE listing standards and SEC rules. In addition, the Board has determined that each of Messrs. Nicoletti and Rosenthal and Ms. Clarke qualifies as an “audit committee financial expert” under SEC rules. | | Met 7 times in 2025 Committee Members: •Ralph Nicoletti (Chair) •Teresa Clarke •Richard Harries •Norman Rosenthal | | | | |
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| | | | | | | Risk and Compliance Committee | | | | The Risk and Compliance Committee’s responsibilities include reviewing our most significant risk exposures; reviewing management’s approach to identifying and prioritizing, and discussing with management the steps that have been taken to mitigate and monitor, such exposures; reviewing our ERM program, including risk identification, risk appetite, risk assessment and risk mitigation; reviewing our management of risks related to cybersecurity and information security, including AI risks; receiving regular reports from our CIO and/or CISO regarding the overall status of our cybersecurity, information security and AI programs; reviewing our business continuity and crisis management framework, including incident response plans; receiving regular reports from our Chief Compliance Officer, including with respect to complaints received from internal and external sources, and reviewing our ethics and compliance program, including our Global Standards of Business Conduct and significant legal and regulatory compliance matters. See “Sustainability Oversight and Activities” below for additional information regarding the Committee’s areas of responsibility. | | | Met 4 times in 2025 Committee Members: •Norman Rosenthal (Chair) •Teresa Clarke •John Coldman •Richard Harries •David Johnson | | | | | |
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| 15 | 2026 Notice of Annual Meeting & Proxy Statement | |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
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| | | | | Compensation Committee | | | The Compensation Committee’s responsibilities include reviewing and approving compensation arrangements for our CEO and other executive officers; reviewing our strategies and policies related to human capital management; and reviewing our overall compensation structure to avoid incentives that promote excessive risk-taking by executive officers and other employees (see “Compensation Risk Oversight” below). The Committee engaged a compensation consultant to assist it in carrying out its duties and responsibilities in 2025. The Committee has the sole authority to retain and terminate such compensation consultant and the sole authority to approve such consultant’s fees and other retention terms. For more information regarding the role of the Committee’s compensation consultant in setting compensation, see page 36. Compensation Risk Oversight The Committee reviews our overall compensation policies and practices to determine whether our program provides incentives for executive officers and other employees to take excessive risks. Based upon an analysis conducted by management and discussions between management and the Committee, the Committee has determined that our compensation policies and practices do not present risks that are likely to have a material adverse effect on us or our business. In reaching this determination, the Committee and management noted the following: (i)no single business unit bears a disproportionate share of our overall risk profile; (ii)no single business unit is significantly more profitable than the other business units; (iii)our compensation practices are substantially consistent across all business units both in the amount and types of compensation awarded; (iv)substantially all of our revenue-producing employees are sales professionals whose compensation is tied to the amount of revenue received by the company; (v)our annual cash incentive program caps payouts at 200% of target awards; and (vi)our performance share units (PSUs) are capped at 200% of target awards and are based on average performance over a three-year measurement period. In addition, a significant portion of our senior executives’ compensation is deferred and invested in our stock through our Deferred Equity Participation Plan and our senior executives own significant amounts of stock. Stock options vest on the third, fourth and fifth anniversaries of the grant date and PSUs vest on the third anniversary of the grant date. Based on the above, the Committee believes that our compensation practices help ensure that no single year’s results and no single corporate action has a disproportionate effect on senior executives’ annual compensation, and encourage steady and consistent long-term performance. Independence Each member of the Compensation Committee meets the additional heightened independence and other requirements of the NYSE listing standards. | | Met 5 times in 2025 Committee Members: •Deborah Caplan (Chair)(1) •Sherry Barrat •David Johnson •Chris Miskel (1)Deborah Caplan was appointed Chair effective as of May 13, 2025. | | | | |
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| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
Corporate Governance
| | | | | Nominating/Governance Committee | | | The Nominating/Governance Committee’s responsibilities include identifying qualified Board and Board committee candidates; engaging in succession planning for the Board and key leadership roles on the Board and its committees; recommending changes to the Board’s size and composition; reviewing and making recommendations to the Board with respect to director compensation; recommending director independence standards and governance guidelines; and reviewing legal and regulatory compliance risks relating to corporate governance. The Committee also reviews related person transactions to evaluate whether our directors and executive officers have conflicts of interest that could interfere with their ability to carry out their duties to the company. Independence Each member of the Nominating/Governance Committee is independent under NYSE standards. | | Met 3 times in 2025 Committee Members: •Chris Miskel (Chair) •Sherry Barrat •Deborah Caplan •David Johnson | | | | |
Corporate Governance
Sustainability Oversight and Activities The Board has ultimate oversight of sustainability matters. In addition, each Board committee oversees sustainability matters within its scope of responsibility and reports to the full Board as appropriate. From time to time, the full Board receives presentations regarding key sustainability topics. Audit Committee. The Audit Committee oversees reporting issues related to our sustainability initiatives and also reviews our tax strategies. Compensation Committee. The Compensation Committee reviews our strategies and policies related to human capital management, including workplace environment and culture and talent development and retention. Nominating/Governance Committee. The Nominating/Governance Committee oversees our corporate governance principles and practices, and receives regular updates on governance developments from the General Counsel and other members of management. As part of succession planning for the Board and key Board and committee leadership roles, the Board adopted a policy that the Nominating/Governance Committee endeavor to include qualified diverse candidates, including women and racially/ethnically diverse persons to expand the pool from which new director nominees are ultimately chosen based on merit. Risk and Compliance Committee. The Risk and Compliance Committee oversees the company’s ERM program. In such capacity it reviews and discusses with management a variety of sustainability-related risks and mitigation strategies. These include risks relating to human capital management, cybersecurity, AI, data privacy, reputation and, if and when material to the company, climate change. In addition, the Committee has responsibility for reviewing the company’s ethics and compliance program, including the Global Standards of Business Conduct, and receives regular reports from the Chief Compliance Officer. Sustainability Activities. The company has a management-level committee consisting of employees from across our global businesses and corporate departments, with responsibility for coordinating and communicating the company’s sustainability initiatives. Our Impact Report, TCFD Report, EEO-1 Employer Information Report and other sustainability-related materials can be found on our website at investor.ajg.com/esg. Such reports and other information on our website are not deemed part of this Proxy Statement and are not incorporated by reference.
Corporate Governance
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Corporate Governance
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
Corporate Governance
Other Board Matters Attendance. The Board expects each director to attend and participate in all Board and applicable committee meetings and annual meetings of stockholders. Each director is expected to prepare for meetings in advance and to dedicate the time necessary to discharge properly their responsibilities at each meeting and to ensure other commitments do not materially interfere with their service on the Board. During 2025, the Board met 9 times. All of the current directors attended 75% or more of the aggregate meetings of the Board and committees on which they served during 2025. In addition, all directors then serving on the Board attended the 2025 Annual Meeting. Stockholder Communications with the Board. A stockholder or other party interested in communicating with the Board, any of its committees, the Chairman, the Independent Lead Director, the independent directors as a group or any director individually may do so by writing to the attention of the Corporate Secretary at our principal executive offices, Arthur J. Gallagher & Co., c/o Corporate Secretary, 2850 Golf Road, Rolling Meadows, Illinois 60008-4050. Where appropriate, our Independent Lead Director is available for consultation and communication with stockholders. Corporate Governance Materials. We are committed to sound and effective corporate governance. To that end, the Board has adopted Governance Guidelines that set forth principles to assist it in determining director independence and other important corporate governance matters. The Board has also adopted Global Standards of Business Conduct (the Global Standards) that apply to all directors, executive officers and other employees. The Global Standards, along with our Governance Guidelines and the charters of the Audit, Compensation, Nominating/Governance and Risk and Compliance Committees, are available at www.ajg.com/ir, under the heading “Corporate Governance.” We intend to satisfy the disclosure requirements of Item 5.05 of Form 8-K regarding any amendment to, or waiver from, the Global Standards with respect to any of our directors or executive officers by posting such information on our website. Insider Trading Policy. We have an Insider Trading Policy covering transactions in our securities that applies to directors, officers, employees and certain of their family members and controlled entities. The policy may also apply to other persons such as consultants or contractors designated by the company. Our Insider Trading Policy states that transactions by the company in our own securities will comply with applicable securities and state laws. We believe our Insider Trading Policy is reasonably designed to promote compliance with insider trading laws, rules, regulations and listing standards applicable to us. For additional details, please refer to our Insider Trading Policy, which we filed as Exhibit 19.1 to our Annual Report on Form 10-K for the year ended December 31, 2025. Director Compensation The Board sets the amount and form of non-management director compensation based upon recommendations made by the Nominating/Governance Committee. In 2025, the Nominating/Governance Committee engaged Pearl Meyer & Partners, LLC (Pearl Meyer) to assess the competitiveness of our director pay program against the same peer group that is used to assess the competitiveness of our executive compensation program and a “Top 200” large company survey. Pearl Meyer found that pay levels for our Board were below the 50th percentile of our peer group and between the 50th and 75th percentile of the Top 200 survey. Taking these benchmark results into consideration, in 2025, the target value of the annual equity grant was increased from $200,000 to $225,000 and the annual cash retainer was increased from $130,000 to $135,000. In addition, the annual fee for the Independent Lead Director was increased from $40,000 to $60,000, and the annual fee for the Chair of each committee was increased as follows: for the Audit Committee from $35,000 to $40,000, for the Compensation Committee and Risk and Compliance Committee from $25,000 to $30,000 and for the Nominating/Governance Committee from $20,000 to $25,000. Pearl Meyer found that pay levels for our Board would be between the 50th and 75th percentiles of both benchmarks once we implemented these changes. On May 13, 2025, each non-management director was granted 690 restricted stock units (RSUs) that vest on the first anniversary of the date of grant (or immediately upon a director’s departure from the Board). Under our stock ownership guidelines, directors with at least five years of service are expected to own an amount of our common stock with a value equal to five times the cash portion of the annual director retainer. All of our directors with five or more years of service meet these guidelines. Non-management directors may elect to defer all or a portion of their annual cash retainer or RSUs under our Deferral Plan for Nonemployee Directors. Deferred cash retainers and RSUs are converted to notional stock units, which are credited to individuals’ accounts along with dividend equivalents when dividends are paid on our common stock. Deferred amounts credited to directors’ individual accounts are distributed in the form of common stock at a date specified by each director or upon such director’s departure from the Board.
Corporate Governance
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Corporate Governance
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
Corporate Governance
Directors are reimbursed for travel and accommodation expenses incurred in connection with attending Board and committee meetings.
Corporate Governance
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Sherry Barrat | 162,500 | 229,563 | 6,483(3) | 398,546 | | Deborah Caplan | 133,750 | 229,563 | — | 363,313 | | Teresa Clarke | 133,750 | 229,563 | — | 363,313 | | John Coldman | 122,079 | 229,563 | — | 351,642 | | Richard Harries | 122,256 | 229,563 | — | 351,819 | | David Johnson | 188,750 | 229,563 | — | 418,313 | | Chris Miskel | 157,500 | 229,563 | — | 387,063 | | Ralph Nicoletti | 172,500 | 229,563 | — | 402,063 | | Norman Rosenthal | 162,500 | 229,563 | — | 392,063 |
Overview of Our Executive Compensation Program
| Pay for Performance | Attract and Retain World-Class Talent | | •Our program emphasizes at-risk incentive award opportunities tied to key financial measures. •Maximum award opportunities under our annual cash incentive program are determined based on achievement of adjusted revenue and adjusted EBITDAC growth goals set by the Committee. Final award determinations reflect the Committee’s consideration of additional factors including organic revenue growth, adjusted EBITDAC margin, divisional performance and individual achievement. •Performance share units (PSUs), representing 75% of our CEO’s and 60% of other executive officers’ long-term incentive compensation, are tied to three- year growth in adjusted EBITDAC per share. | •Compensation elements and award opportunities enable us to compete effectively for executive talent. •The Committee engages an external compensation consultant to conduct a market assessment to ensure that our program is highly competitive. •High performers are awarded above-target pay when company performance goals are exceeded. •Deferred Equity Participation Plan (DEPP) awards, which provide executive officers with long-term deferred compensation, also encourage retention through deferred vesting of awards until at least age 62. | | | | | Stockholder Alignment | Committee Discretion | | •PSUs, stock options and DEPP awards (see above) encourage executive officers to pursue the growth of our business in a way that benefits stockholders over the long term. •Our executive officers own significant amounts of company stock and are subject to rigorous stock ownership guidelines. | •While annual incentive awards are determined primarily based on achievement of company performance objectives, the Committee exercises discretion when necessary to adjust awards based on factors such as organic revenue growth, individual or division performance, changes in accounting standards, economic or business conditions, promotion of our cultural values or similar matters. | | | |
Overview of Our Executive Compensation Program
| What We Do | | What We Don’t Do | | | Double-trigger change-in-control agreements | | | | | | | | Our equity plans require the Board to approve any accelerated payouts on a change in control (no automatic single-trigger vesting) | | | | PSUs with three-year performance period | | | | | | | | Minimum vesting requirements for equity awards under our plans. PSUs cliff vest in three years and stock options vest ratably over years three through five | | | | | | | | Equity grant policy, including a uniform grant date for annual equity awards (see below) | | | | Compensation clawback/recovery policies (see below) | | | | | | | | Rigorous stock ownership guidelines (see below) | | | | | | | | | |
Overview of Our Executive Compensation Program
| | No automatic single-trigger change-in-control payments in our equity plans or our change in control agreements | | | No new excise tax gross-ups in executive officer change-in-control agreements | | | No guaranteed incentive awards for executive officers | | | No employment agreement with any of our named executive officers | | | No pledges of common stock by directors or executive officers | | | No hedging of common stock by directors, executive officers or other employees (see below) | | | No excessive perquisites or related tax gross-ups | | | No stock option repricing or stock option cash buyouts in equity plans |
Overview of Our Executive Compensation Program
Equity Award Grant Practices. The Committee has adopted a policy regarding the granting of equity-based awards, including stock options and PSUs granted to named executive officers. Under the policy, annual equity awards are generally granted on March 1 and other equity awards (such as retention, new hire or promotion awards) are granted on predetermined dates intended to be outside of blackout periods under our Insider Trading Policy. However, in limited circumstances, the Board, Committee or General Counsel may approve grants to be effective at other times, including in the event a predetermined date falls within a blackout period. During 2025, we did not time or set the terms of equity awards to take advantage of the release of earnings or take into account other material nonpublic information, and we did not time our disclosure of material nonpublic information to benefit award recipients. Clawbacks. As required by the NYSE, the Board has adopted an Incentive Compensation Recovery Policy under which the company will seek to recover incentive compensation “erroneously awarded” to Section 16 Officers in the event of a qualifying accounting restatement. In addition, our plan documents and award agreements provide that the company may recover executive officers’ annual cash incentive and equity awards in the event of certain material misconduct or behavior that could cause harm to stockholders or material reputational risk to the company. This includes activity contrary, inimical, or harmful to the interests of the company, that violates company policies including our Insider Trading Policy and Global Standards of Business Conduct or conduct that could give rise to criminal or civil penalties. Stock Ownership Guidelines. As set forth in our Governance Guidelines, executive officers with at least five years of service are expected to own an amount of our common stock with a value equal to a multiple of his or her annualized base salary, as follows: six times annualized base salary for the Chief Executive Officer, four times annualized base salary for the Chief Financial Officer and three times annualized base salary for the other executive officers. For purposes of determining whether executive officers have met the stock ownership guidelines, shares owned directly and unvested RSUs, deferred vested shares, and amounts deemed invested in company stock through the company’s nonqualified deferred compensation plans (including the DEPP and the SS&T Plan), are included in calculating ownership levels. All of our executive officers are currently in compliance with these guidelines. See “Director Compensation” for information regarding stock ownership guidelines applicable to our directors. Hedging. See “Special and Prohibited Transactions - Hedging Transactions” in our Insider Trading Policy filed as Exhibit 19 to our 2025 Annual Report on Form 10-K.
2025 Compensation
| Compensation Element | Objective | Key Features | | Base Salary | Recognize the experience and expertise of our named executive officers and compensate them for fulfilling the duties and responsibilities of their positions | Base salaries reflect internal pay equity considerations and may be increased from time to time based on job performance, promotion into a new role, expansion of duties, or market conditions See 2025 Compensation Actions for the 2025 base salary decisions for our named executive officers | | Annual Cash Incentives | Reward strong operational and financial performance that further short-term strategic objectives | Maximum annual cash incentive opportunities are tied to significant growth in adjusted revenue and adjusted EBITDAC. Final awards are subject to the Committee’s discretion and are determined by the Committee based on various factors, including the company’s organic revenue growth, individual or division performance, changes in accounting standards, economic or business conditions, promotion of our cultural values or similar matters See page 29 for more information | | Long-Term Incentives | Tie a significant portion of compensation to our long-term performance, promote retention of named executive officers and align their financial interests with those of stockholders | PSUs and stock options each tie named executive officers’ long-term wealth to the performance of our stock while multi-year vesting requirements reinforce sustainable value creation and promote retention of key executive officers See pages 29 to 35 for more information | | Deferred Equity Participation Plan (DEPP) | Provide named executive officers with long-term deferred compensation, promote retention of named executive officers through deferred vesting and align their financial interests with those of stockholders | Vesting of awards is deferred until named executive officers reach age 62, and for at least one-year increments after age 61 Each named executive officer has made irrevocable elections to invest their awards in a fund representing our common stock See page 40 for more information |
Annual Cash Incentives
Annual Cash Incentives In 2025, consistent with performance results, the Committee approved maximum awards under our annual cash incentive program, determined as follows: (i) target awards of 265% of base salary for our CEO and 150% of base salary for our other named executive officers, multiplied by (ii) a percentage determined by the combination of adjusted revenue growth and adjusted EBITDAC growth set forth in the table below. The percentages in the table below represent maximum award opportunities and the Committee retains discretion to reduce awards for performance that does not meet its objectives. See “Comparative Market Assessment” below for more information regarding these percentages.
Annual Cash Incentives
| Maximum Award Opportunity (% of Target) | | Adjusted Revenue Growth* | | | | | | | | 0% to 2.49% | 2.5% to 4.99% | 5% to 7.49% | 7.5% to 9.99% | ≥ 10% | | | 0% to 4.99% | 100% | 100% | 100% | 100% | 100% | | Adjusted | 5% to 9.99% | 100% | 100% | 125% | 125% | 150% | | EBITDAC | 10% to 13.99% | 100% | 125% | 150% | 150% | 175% | | Growth* | 14% to 19.99% | 100% | 125% | 150% | 175% | 200% | | | ≥ 20% | 100% | 150% | 175% | 200% | 200% |
Annual Cash Incentives
* We define “adjusted EBITDAC” for our annual cash incentives and PSUs as follows: EBITDAC for the brokerage and risk management segments excluding (i) gains on sales of books of business, (ii) lease abandonment and workforce termination charges, and (iii) the effect of foreign currency translation. Unlike adjusted EBITDAC as presented in our most recently filed Annual Report on Form 10-K, in this context the measure does not exclude acquisition integration costs other than de minimis amounts included therein related to severance costs and does not give effect to current year foreign exchange hedge activity. See Exhibit A for the definition of “adjusted revenue.” For the annual cash incentive program, the Committee uses adjusted revenue growth and adjusted EBITDAC growth as defined above because it believes these measures: •incentivize our executive officers to make business decisions that align with the long-term interests of our stockholders, •hold our executive officers accountable for integration expenses associated with our merger and acquisition activity, and •provide strong line of sight between operating decisions and the annual cash incentives earned by our executive officers. The growth thresholds set by the Committee for maximum award opportunities are intended to be aggressive and difficult to achieve, attainable only with strong outperformance at any given position within the insurance market cycle. In 2025, we achieved adjusted revenue growth of 20.7% and adjusted EBITDAC growth of 25.7%. Based on this performance, as highlighted in the table above, each named executive officer qualified for a maximum award opportunity of 200% of his target award. Final awards for each named executive officer, discussed under 2025 Compensation Actions, were determined in the discretion of the Committee taking into account achievements of the company, the applicable division and each individual, among other factors.
Long-Term Incentives
Long-Term Incentives In 2025, the Committee determined a target long-term incentive award value (as a percentage of base salary) for each named executive officer. The Committee based this target value upon a number of factors including retention considerations, internal pay equity, our historical practices and external market data (see discussion of pay comparison groups on page 37). The Committee allocated the target award value for each named executive officer between PSUs and stock options. PSUs continue to make up the largest portion of each named executive officer’s award due to the Committee’s commitment to drive business performance and align executive interests with stockholder interests. For the PSUs, the Committee uses a three-year average of adjusted EBITDAC per share growth (as defined) because it believes this measure: •incentivizes our executive officers to make business decisions that align with the long-term interests of our stockholders, •holds our executive officers accountable for integration expenses associated with our merger and acquisition activity, •provides strong line of sight between operating decisions and the long-term incentives earned by our executive officers, and •encourages executive officers to be prudent in the use of common stock to finance our merger and acquisition activity.
Long-Term Incentives
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Long-Term Incentives
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
Long-Term Incentives
Set forth below is the target award value and allocation between award types for each named executive officer. See 2025 Compensation Actions for the actual grant date fair value of the PSU and stock option awards granted.
Long-Term Incentives
| Named Executive Officer | Target Percent of Salary* | Target Grant Amount | Performance Share Units | Stock Options | | Pat Gallagher | 550% | $8,250,000 | 75% | 25% | | Doug Howell | 300% | $3,150,000 | 60% | 40% | | Tom Gallagher | 300% | $3,375,000 | 60% | 40% | | Patrick Gallagher | 300% | $2,700,000 | 60% | 40% | | Walt Bay | 300% | $2,575,000 | 60% | 40% |
Long-Term Incentives
* See Results of the Comparative Market Assessment on page 38 for more information regarding these percentages. PSUs. PSUs are granted on a provisional basis and are earned based on our average annual growth in “adjusted EBITDAC” per share (see the definition of “adjusted EBITDAC” under Annual Cash Incentives) over a three-year period. The award is forfeited for growth of less than 4%; 4-9% growth results in a number of earned PSUs interpolated on a straight-line basis between 50% and 100%; 9-14% of growth results in a number of earned PSUs interpolated on a straight-line basis between 100% and 200%; and growth of 14% and above results in named executive officers earning 200% of their original award amounts. Earned PSUs vest on the third anniversary of the grant date and settle in shares. For 2025, our one-year growth in adjusted EBITDAC per share was 8.2%. PSUs granted in 2025 and earned on the basis of average 2025-2027 performance will vest on March 1, 2028 and PSUs granted in 2024 and earned on the basis of average 2024-2026 performance will vest on March 1, 2027. Based on 2023-2025 average annual growth in adjusted EBITDAC per share of 14.2%, named executive officers earned 200% of PSUs granted in 2023. See Outstanding Equity Awards at 2025 Fiscal Year End and 2025 Option Exercises and Stock Vested for more information. Stock Options. Stock options vest one-third on each of the third, fourth and fifth anniversaries of the grant date. See Outstanding Equity Awards at 2025 Fiscal Year-End and 2025 Option Exercises and Stock Vested for information regarding vesting and exercise activity in 2025 for these awards.
Perquisites
| Performance The Committee believes that Pat Gallagher performed extremely well in 2025. Our combined brokerage and risk management segments achieved total adjusted revenue growth of 20.7%, adjusted EBITDAC growth of 25.7%, and adjusted EBITDAC per share growth of 8.2% (for definitions of these measures see Annual Cash Incentives above). The company’s consistent, strong financial performance has translated into significant stockholder value over the long term. See Pay versus Performance, below, for our total return to shareholders (TSR) over the past five years compared to our peers. In addition, the Committee recognized the following aspects of Pat Gallagher’s performance: ORGANIC GROWTH. The company achieved 6% organic revenue growth in both of its reporting segments during the year. MERGERS AND ACQUISITIONS. The company completed its acquisition of AssuredPartners, the largest acquisition in its history and the largest acquisition in the history of the insurance brokerage industry. The company also made significant progress integrating AssuredPartners during the third and fourth quarters. Including AssuredPartners, the company completed a total of 33 acquisitions representing $3.6 billion in estimated total acquired annualized revenue. PRODUCTIVITY. The company increased its adjusted EBITDAC margin 150 basis points to 34.8%, reflecting core efficiency gains as well as interest income from cash held from our AssuredPartners financing. CAPITAL MANAGEMENT. The company returned $674 million to stockholders as dividends, maintained significant liquidity and remained well within its debt covenants. CULTURE AND PEOPLE. Pat Gallagher was highly effective in leading the cultural integration of AssuredPartners into Gallagher. In addition, Pat Gallagher continued to make progress on the company’s people and talent initiatives, including initiatives to attract, develop and retain highly qualified diverse talent at all levels of the organization. Finally, Pat Gallagher continued to effectively promote our culture to our more than 72,000 colleagues around the world. | Compensation Based on Pat Gallagher’s and the company’s performance, the Committee made the following compensation decisions for 2025: | | | | | | BASE SALARY increased from $1,300,000 to $1,500,000. | | | | | ANNUAL CASH INCENTIVE $7,950,000, 200% of his target award. | | | | | 2025 TARGET PSU AWARD 19,481 PSUs with a grant date value of $6,579,513. | | | | | STOCK OPTION AWARD 22,727 stock options with an exercise price of $337.74 and a grant date value of $2,233,382. | | | | | DEPP AWARD $1,700,000. | | | | In early 2025, the Committee approved an increase in Pat Gallagher’s base salary (see above) and an increase in his 2025 target long-term incentive award from 500% to 550% of base salary. Please see “Comparative Market Assessment” below. The Compensation Committee believes that these changes i) ensure that total target pay is competitive to market, ii) improve the alignment between Pat Gallagher’s compensation and the long-term interests of the company and its stockholders and iii) are supported by Pat Gallagher’s and the company’s strong performance. | | | | | | | |
Perquisites
| Performance The Committee evaluated Doug Howell’s performance in light of the company’s overall performance as described above for Pat Gallagher. In addition, the Committee considered the following items: •his contributions as a member of the senior management team to the company’s strong overall financial performance; •his leadership of expense saving initiatives, resulting in an increase of our adjusted EBITDAC margin of 150 basis points to 34.8%; •success in maintaining investment grade credit ratings from S&P, Moody’s and Fitch in support of the company’s public debt; •his contributions to completing the AssuredPartners acquisition; and •his leadership role preparing for the integration of AssuredPartners’ finance, accounting and IT organizations and significant progress with such integration activities during the third and fourth quarters. | Compensation Based on Doug Howell’s and the company’s performance, the Committee made the following compensation decisions for 2025: | | | | | | BASE SALARY increased from $950,000 to $1,050,000. | | | | | ANNUAL CASH INCENTIVE $3,675,000, 200% of his target award. | | | | | 2025 TARGET PSU AWARD 5,951 PSUs with a grant date value of $2,009,891. | | | | | STOCK OPTION AWARD 13,884 stock options with an exercise price of $337.74 and a grant date value of $1,364,381. | | | | | DEPP AWARD $600,000. | | | | ASSUREDPARTNERS ACQUISITION AWARD – in consideration of his leadership role in the AssuredPartners acquisition, including negotiation of the acquisition agreement and completion of debt and common stock offerings to finance the transaction, Doug Howell was awarded a special recognition bonus of $1,000,000 in early 2026. | | | | | | | |
Perquisites
| Performance In evaluating Tom Gallagher’s performance in 2025, the Committee considered the following items: •his contributions as a member of the senior management team to the company’s strong overall financial performance; •his contributions to the integration of AssuredPartners into our global businesses; •his efforts supporting our mergers and acquisitions program across the company; and •his efforts to promote our culture to merger partners and our colleagues around the world. | Compensation Based on Tom Gallagher’s and the company’s performance, the Committee made the following compensation decisions for 2025: | | | | | | BASE SALARY remained the same at $1,125,000. | | | | | ANNUAL CASH INCENTIVE $3,397,500, 200% of his target award. | | | | | 2025 TARGET PSU AWARD 6,376 PSUs with a grant date value of $2,153,430. | | | | | STOCK OPTION AWARD 14,876 stock options with an exercise price of $337.74 and a grant date value of $1,461,865. | | | | | DEPP AWARD $600,000. | | | | ASSUREDPARTNERS ACQUISITION AWARD – in consideration of his contributions to the AssuredPartners acquisition, Tom Gallagher was awarded a special recognition bonus of $250,000 in early 2026. | | | | | | | |
Perquisites
| Performance In evaluating Patrick Gallagher’s performance in 2025, the Committee considered the following items: •his contributions as a member of the senior management team to the company’s strong overall financial performance; •his contributions to completing the acquisition of AssuredPartners; •his leadership of the AssuredPartners integration; •his leadership role in promoting organic growth and innovation across the company’s operating divisions, including continued development of the company’s data and analytics capabilities; and •his significant efforts to promote our culture across the company. | Compensation Based on Patrick Gallagher’s and the company’s performance, the Committee made the following compensation decisions for 2025: | | | | | | BASE SALARY increased from $850,000 to $900,000. | | | | | ANNUAL CASH INCENTIVE $3,150,000, 200% of his target award. | | | | | 2025 TARGET PSU AWARD 5,101 PSUs with a grant date value of $1,722,812. | | | | | STOCK OPTION AWARD 11,901 stock options with an exercise price of $337.74 and a grant date value of $1,169,511. | | | | | DEPP AWARD $300,000. | | | | ASSUREDPARTNERS ACQUISITION AWARD – in consideration of his contributions to the AssuredPartners acquisition, including leadership of integration planning efforts, Patrick Gallagher was awarded a special recognition bonus of $750,000 in early 2026. | | | | | | | |
Perquisites
| Performance In evaluating Walt Bay’s performance in 2025, the Committee considered the following items: •his contributions as a member of the senior management team to the company’s strong overall financial performance; •his leadership in obtaining regulatory approvals for the AssuredPartners acquisition; •strong leadership of the company’s legal and compliance departments; •successful management of the company’s legal and reputational risks, including litigation, mergers and acquisitions and regulatory compliance issues; and •his role as a strategic advisor to our Board, CEO and executive management team on key legal and business matters. | Compensation Based on Walt Bay’s and the company’s performance, the Committee made the following compensation decisions for 2025: | | | | | | BASE SALARY increased from $800,000 to $850,000. | | | | | ANNUAL CASH INCENTIVE $2,975,000, 200% of his target award. | | | | | 2025 TARGET PSU AWARD 4,864 PSUs with a grant date value of $1,642,762. | | | | | STOCK OPTION AWARD 11,350 stock options with an exercise price of $337.74 and a grant date value of $1,115,365. | | | | | DEPP AWARD $450,000. | | | | ASSUREDPARTNERS ACQUISITION AWARD – in consideration of his leadership role in the AssuredPartners acquisition, including negotiation of the acquisition agreement and leadership of the regulatory approval process, Walt Bay was awarded a special recognition bonus of $1,000,000 in early 2026. | | | | | | | |
Role of the Compensation Consultant
Role of the Compensation Consultant The Committee retained Pearl Meyer as its independent executive compensation consultant. In connection with its engagement, Pearl Meyer attended meetings of the Committee, reviewed 2025 proxy season results and implications for our pay practices; assisted in the review and confirmation of our peer group for executive compensation and performance review purposes; provided updates on emerging executive compensation trends, including proxy advisory firm and regulatory developments; and reviewed and assessed individual elements of our pay programs for executive officers, including the competitiveness of pay levels and incentive program design. The Committee assessed Pearl Meyer’s independence pursuant to SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Committee.
Role of the Compensation Consultant
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Role of the Compensation Consultant
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
Role of the Compensation Consultant
Comparative Market Assessment The Committee reviews compensation data from two different comparison groups as a market reference for its named executive officer compensation decisions.
Executive Compensation Tables
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Bonus ($)(4) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)(5) | All Other Compensation ($)(6) | Total ($) | | Pat Gallagher Chairman and Chief Executive Officer | 2025 | 1,500,000 | 6,579,513 | 2,233,382 | 7,950,000 | — | 194,116 | 2,288,049 | 20,745,060 | | | 2024 | 1,300,000 | 4,970,164 | 1,892,456 | 6,890,000 | — | 455 | 2,395,968 | 17,449,043 | | | 2023 | 1,300,000 | 3,988,775 | 1,388,841 | 5,850,000 | — | 36,498 | 2,932,108 | 15,496,222 | | Doug Howell Chief Financial Officer | 2025 | 1,050,000 | 2,009,891 | 1,364,381 | 3,675,000 | 1,000,000 | 2,890 | 921,466 | 10,023,628 | | | 2024 | 950,000 | 1,162,173 | 885,093 | 2,850,000 | — | 11 | 889,383 | 6,736,660 | | | 2023 | 950,000 | 804,166 | 559,949 | 2,375,000 | — | 984 | 1,177,179 | 5,867,278 | | Tom Gallagher President | 2025 | 1,125,000 | 2,153,430 | 1,461,865 | 3,937,500 | 250,000 | 87,265 | 962,937 | 9,977,997 | | | 2024 | 1,125,000 | 1,376,245 | 1,048,119 | 3,375,000 | — | — | 1,183,256 | 8,107,619 | | | 2023 | 1,000,000 | 846,490 | 589,410 | 2,500,000 | — | 27,671 | 1,725,962 | 6,689,533 | | Patrick Gallagher Chief Operating Officer | 2025 | 900,000 | 1,722,812 | 1,169,511 | 3,150,000 | 750,000 | — | 593,291 | 8,285,614 | | | 2024 | 850,000 | 1,039,916 | 791,896 | 2,550,000 | — | — | 522,115 | 5,753,927 | | Walt Bay General Counsel and Secretary | 2025 | 850,000 | 1,642,767 | 1,115,365 | 2,975,000 | 1,000,000 | — | 675,292 | 8,258,424 | | | 2024 | 800,000 | 994,130 | 756,982 | 2,400,000 | — | — | 690,010 | 5,641,122 | | | 2023 | 725,000 | 627,784 | 437,155 | 1,812,500 | — | — | 870,068 | 4,472,507 |
Pay versus Performance
Pay versus Performance As required by Item 402(v) of Regulation S-K, we are providing the following information regarding the relationship between executive “compensation actually paid” and the company’s financial performance for each of the last five completed calendar years. For further information concerning the company’s pay for performance philosophy and how the company aligns executive compensation with performance, see Overview of Our Executive Compensation Program and Components of Compensation for Named Executive Officers.
Pay versus Performance
| | | | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (millions) | Adjusted EBITDAC Growth(7) | | 2025 | $20,745,060 | $31,447,358 | $9,062,499 | $10,288,104 | $91.98 | $93.06 | $1,494 | 25.7% | | 2024 | $17,449,042 | $49,400,344 | $6,559,832 | $13,478,516 | $127.35 | $122.29 | $1,470 | 20.7% | | 2023 | $15,496,222 | $32,997,722 | $5,408,851 | $9,743,063 | $120.50 | $108.60 | $966 | 19.0% | | 2022 | $14,194,926 | $23,190,737 | $4,953,048 | $6,908,560 | $112.43 | $97.54 | $1,116 | 18.4% | | 2021 | $13,882,255 | $36,172,141 | $5,079,153 | $11,580,235 | $139.01 | $141.53 | $955 | 17.2% |
Pay versus Performance
(1)The dollar amounts reported in this column are the amounts reported for Pat Gallagher (the company’s Chairman and Chief Executive Officer) for each of the corresponding years in the “Total” column of the Summary Compensation Table. (2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Pat Gallagher, as computed in accordance with Item 402(v) of Regulation S-K and do not reflect total compensation actually realized or received. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant.
Pay versus Performance
| Compensation Actually Paid to PEO | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $20,745,060 | $17,449,042 | $15,496,222 | $14,194,926 | $13,882,255 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $8,812,895 | $6,862,620 | $5,377,616 | $4,802,893 | $5,492,149 | | Less, Change in Pension Value reported in Summary Compensation Table | $194,116 | $455 | 36,498 | $— | $19,063 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $8,911,243 | $11,298,539 | $11,639,809 | $7,503,151 | $13,095,137 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $6,388,426 | $24,046,820 | $12,000,551 | $7,566,230 | $14,263,150 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | $4,380,326 | $3,435,413 | $(762,443) | $(1,297,632) | $416,987 | | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | $29,315 | $33,605 | $37,697 | $26,954 | $25,824 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | — | — | — | | Plus, pension service cost for services rendered during the year | — | — | — | — | — | | Compensation Actually Paid to Pat Gallagher | $31,447,358 | $49,400,344 | $32,997,722 | $23,190,737 | $36,172,141 |
Pay versus Performance
(3)The dollar amounts reported in this column represent the average of the amounts reported for the company’s named executive officers as a group (excluding Pat Gallagher) in the “Total” column of the Summary Compensation Table in each applicable year. The named executive officers included for these purposes in each applicable year 2021 through 2023 are: Doug Howell, Tom Gallagher, Scott Hudson and Walt Bay. With respect to year 2024 and 2025, the named executive officers included for these purposes are: Doug Howell, Tom Gallagher, Patrick Gallagher and Walt Bay.
Pay versus Performance
| 51 | 2026 Notice of Annual Meeting & Proxy Statement | |
Pay versus Performance
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
Pay versus Performance
(4)The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a group (excluding Pat Gallagher), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of the grant.
Pay versus Performance
| Average Compensation Actually Paid to Non-PEO Named Executive Officers | 2025 | 2024 | 2023 | 2022 | 2021 | | Summary Compensation Table Total | $9,062,499 | $6,559,832 | $5,408,851 | $4,953,048 | $5,079,153 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $3,160,005 | $2,013,638 | $1,235,470 | $1,109,940 | $1,322,515 | | Less, Change in Pension Value reported in Summary Compensation Table | $22,539 | $3 | 7,164 | $— | $48 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $2,549,271 | $2,850,887 | $2,387,352 | $1,578,828 | $2,958,220 | | Plus, fair value as of vesting date of equity awards granted and vested in the year | — | — | — | — | — | | Plus (less), year over year change in fair value of outstanding and unvested equity awards granted in prior years | $771,965 | $5,219,967 | $3,439,861 | $1,941,447 | $4,681,938 | | Plus (less), year over year change in fair value of equity awards granted in prior years that vested in the year | $1,081,636 | $855,486 | $(258,894) | $(462,939) | $174,571 | | Plus, dividends or other earnings paid on awards in the covered fiscal year prior to vesting if not otherwise included in the Summary Compensation Table Total for the covered fiscal year | $5,276 | $5,985 | $8,526 | $8,115 | $8,916 | | Less, prior year-end fair value for any equity awards forfeited in the year | — | — | — | — | — | | Plus, pension service cost for services rendered during the year | — | — | — | — | — | | Average Compensation Actually Paid to Non-PEO Named Executive Officers | $10,288,104 | $13,478,516 | $9,743,063 | $6,908,560 | $11,580,235 |
Pay versus Performance
(5)Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and (ii) the difference between the company’s share price at the end of each fiscal year shown and the beginning of the measurement period, by (b) the company’s share price at the beginning of the measurement period. The beginning of the measurement period for each year in the table is December 31 of the prior fiscal year. (6)Includes Aon plc; Marsh & McLennan Companies, Inc.; Willis Towers Watson plc; and Brown & Brown, Inc. (7)“Adjusted EBITDAC” growth as defined for our annual cash incentives and PSUs under Annual Cash Incentives and Long-Term Incentives. See Exhibit A for reconciliations of non-GAAP measures.
Pay versus Performance
| | 2026 Notice of Annual Meeting & Proxy Statement | 52 |
Pay versus Performance
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
CEO Pay Ratio
CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of Regulation S-K, we are providing the ratio of the annual total compensation of Pat Gallagher, our CEO, to the annual total compensation of the median compensated of all our other employees who were employed as of December 31, 2025. For 2025, Pat Gallagher’s total compensation was $20,745,060 and the annual total compensation of our median compensated employee was $59,957. The ratio between these two amounts was 346 to 1. This pay ratio is a reasonable estimate calculated in a manner consistent with Item 402(u) and the methodology described below. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their compensation practices, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. As of December 31, 2025, our total employee population consisted of approximately 71,911 employees. As permitted by the rule, we excluded approximately 12,498 employees of the businesses we acquired during 2025, which are identified in Note 4 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2025. We also excluded approximately 3,259 non-U.S. employees, or less than 5% of our total U.S. and non-U.S. employee population, from the following non-U.S. jurisdictions: Philippines (610), Chile (469), Peru (373), Sri Lanka (203), Singapore (177), Bermuda (157), Romania (145), United Arab Emirates (91), Guernsey (89), Trinidad and Tobago (83), Germany (78), Sweden (70), Jersey (56), Norway (54), Jamaica (51), Barbados (46), Finland (43), Japan (41), Switzerland (37), Turkey (37), China (37), France (36), Malaysia (34), Taiwan (26), Cayman Islands (25), Isle of Man (25), Italy (22), Hong Kong (20), Malta (18), Netherlands (14), Republic of Korea (13), Spain (12), Belgium (11), Czech Republic (10), Saint Lucia (8), South Africa (8), Vietnam (5), Saint Vincent and the Grenadines (4), Denmark (4), Antigua and Barbuda (3), Saint Kitts and Nevis (3), Grenada (3), Gibraltar (3), Dominica (2), Liechtenstein (2), and Bulgaria (1). After giving effect to these adjustments, our employee population consisted of approximately 56,154 individuals. We used 2025 gross taxable income as set forth in our payroll data to determine our “median employee,” which we annualized for all permanent employees who did not work for the entire year. Once identified, we calculated the annual total compensation of our “median employee” for 2025 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. With respect to the annual total compensation of our CEO, we used the amount reported in the “Total” column of the 2025 Summary Compensation Table included in this Proxy Statement.
CEO Pay Ratio
| 55 | 2026 Notice of Annual Meeting & Proxy Statement | |
CEO Pay Ratio
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |