DEF 14A of Arthur J. Gallagher & Co., Mar 22, 2024

DEF 14A of Arthur J. Gallagher & Co.

Filed Mar 22, 2024 · FY20230000950170-24-035183

Open on EDGAR

  1. Corporate Governance

    Corporate Governance ITEM 1 – Election of Directors 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. In the case of Deborah Caplan, one of our independent directors initially identified her as a potential director nominee. Prior to her nomination, Ms. Caplan met separately with the Chairman and CEO and each member of the Nominating/Governance Committee (which includes our Independent Lead Director), who considered her candidacy. After review and discussion, the Nominating/Governance Committee recommended, and the Board approved, Ms. Caplan's nomination at the annual meeting. 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 50. The Nominating/Governance Committee evaluates director candidates by considering their judgment, qualifications, attributes, skills, integrity, gender, racial/ethnic diversity, 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 Diversity Our Board nominees reflect diversity of gender, race/ethnicity, tenure, nationality, age, professional background and viewpoints. Of our nine director nominees, three are women and two are racially/ethnically diverse. We are committed to maintaining a diverse and inclusive Board. Our Board has adopted the “Rooney Rule” for director searches. Under this policy, our Governance Guidelines provide that, when recruiting director candidates, the Nominating/Governance Committee includes, and requests that any search firm it engages include, qualified women and racially/ethnically diverse persons in the pool from which new director nominees are chosen. 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. 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. Other than Ms. Caplan, each of the nominees currently serves on the Board, 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. William Bax, a current director, is retiring from the Board and is not standing for re-election. 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 required to tender an offer of resignation for consideration by the Nominating/Governance Committee in accordance with our Governance Guidelines.

  2. Corporate Governance

    | 2024 PROXY STATEMENT | 1 |

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    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.

  4. Corporate Governance

    | Non-Management Director Nominees | CEO / COO Experience | Finance / Capital Markets | Change Management | Risk Management / Governance | Sales and Marketing | International | Insurance Industry | Independence | | Sherry Barrat | X | X | X | X | X | X | | X | | Deborah Caplan | X | | X | X | | X | | X | | Teresa Clarke | X | X | X | X | | X | | X | | John Coldman | X | | | X | | X | X | | | David Johnson (Lead Independent Director) | X | | X | X | X | X | | X | | Chris Miskel | X | | X | X | X | X | | X | | Ralph Nicoletti | | X | | X | | X | | X | | Norman Rosenthal | | X | | X | | | X | X |

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    These percentages include our Chairman and CEO, Pat Gallagher.

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    | | The Board recommends that you vote “FOR” the election of each of the director nominees listed below |

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    | 2 | |

  8. Corporate Governance

    | Age: 74 Director since: 2013 Committee Memberships: • Compensation (Chair) • Nominating/Governance Public Company Boards: 3 Independent | SHERRY BARRAT Ms. Barrat's qualifications to serve on our Board and chair our Compensation Committee include her executive management, operational and financial experience, in particular her deep understanding of the financial services industry and her experience leading a global client service and sales organization. Her roles at Northern Trust, NextEra Energy and Prudential Insurance mutual funds have given her experience navigating complex and changing regulatory environments. She also has significant experience with change management, including planning and implementing a CEO succession plan as part of NextEra Energy's board. Career Highlights • Northern Trust Corporation (1990-2012) o Vice Chairman o President, Personal Financial Services o Member, Management Committee Global financial holding company Current Public Company Boards • NextEra Energy, Inc. (1998-present) o Lead Director o Executive Committee o Compensation Committee o Governance & Nominating Committee • Prudential Insurance mutual funds (2013-present) o Independent trustee or director of various funds o Vice Chair, Investment Review Committee o Governance & Nominating Committee o Compliance Committee |

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    | Age: 61 Public Company Boards: 2 Independent | 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 clean energy companies in the United States, 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 will enable her to contribute to sound corporate governance and executive compensation practices at the company. Career Highlights • NextEra Energy, Inc. (2011-2024) Electric power and clean energy company o Executive Vice President, Human Resources and Corporate Services o Vice President and Chief Operating Officer, Florida Power & Light Company o Vice President of Integrated Supply Chain • General Electric Company (prior to 2011) Global conglomerate o Senior Vice President of Global Operations for Vendor Financial Services, GE Capital o Other senior roles in manufacturing and product development, GE Aircraft Engines Current Public Company Boards • Mid-America Apartment Communities, Inc. (2023-present) o Compensation Committee o Nominating & Corporate Governance Committee Previous Public Company Boards • Terminix Global Holdings, Inc. (2019-2022) o Chair, Compensation Committee o Environmental, Health and Safety Committee Other Board Experience • Association to Advance Collegiate Schools of Business (2019-present) o Executive Committee o Chair, Global Business Practices Council |

  10. Corporate Governance

    | 2024 PROXY STATEMENT | 3 |

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    | Age: 61 Director since: 2021 Committee Memberships: • Audit • Risk and Compliance Public Company Boards: 2 Independent | 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 & 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 • Africa.com LLC (2010-present) Africa-related digital media content company o Chair and Chief Executive Officer • Goldman Sachs & Co. (Prior to 2010) Global financial services firm o Managing Director, Investment Banking Current Public Company Boards • American Tower Corporation (2021-present) o Audit Committee Previous Public Company Boards • Change Financial Limited (2016-2020) - Australian Stock Exchange o Board Chair o Audit Committee • Cim Group Ltd (2016-2020) - Mauritius Stock Exchange o Corporate Governance Committee Community Involvement • Smithsonian National Museum of African Art (2022-present) o Chair, Advisory Board |

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    | Age: 76 Director since: 2014 Committee Memberships: • Risk and Compliance Public Company Boards: 1 | 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 • The Benfield Group (1988-2008) Reinsurance and risk intermediary company o Chairman o Managing Director Previous Public Company Boards • Omega Insurance Holdings Limited (2010-2012) - London Stock Exchange o Chairman • Brit PLC (1996-2000) - London Stock Exchange o Chairman Other Board Experience • Lloyd’s of London (2001-2006) o Deputy Chairman o Member of Council • Roodlane Medical Ltd. (2007-2011) o 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.” |

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    | Age: 72 Director since: 1986 Public Company Boards: 1 Chairman Since 2006 | PAT GALLAGHER Mr. Gallagher is the only member of management serving on the Board. His 50 years of experience with our company and 38 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 • Arthur J. Gallagher & Co. (1974-present) o Chairman o Chief Executive Officer o President and Chief Operating Officer o Vice President of Operations o Production Account Executive Previous Public Company Boards • InnerWorkings, Inc. (2011-2019) o Compensation Committee o Nominating/Governance Committee Insurance Industry Affiliations • The Institutes, previously known as American Institute for Chartered Property Casualty Underwriters (2003-present) o 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. |

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    | Age: 67 Director since: 2003 Committee Memberships: • Compensation • Nominating/Governance • Risk and Compliance Public Company Boards: 1 Independent Lead Director since 2016 | 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 • Aryzta AG, now Aspire Bakeries (2018-2021) Global food business o Non-Executive Chairman, North America o Chief Executive Officer, North America • Barry Callebaut AG (2009-2017) Cocoa and chocolate products manufacturer o President and Chief Executive Officer, Americas o Member, Global Executive Committee • Michael Foods, Inc. (2007-2009) Food processor and distributor o President, Chief Executive Officer and Board Member o Chief Operating Officer • Kraft Foods Global, Inc. (prior to 2007) o President, Kraft Foods North America o Member, Management Committee o Other senior roles in marketing, strategy, operations, procurement and general management Global food and beverage company Other Board Experience • OC Flavors, Inc. (2022-present) • Jacobs Holding AG (2018-2021) o Board of Advisors • Michael Foods, Inc. (2008-2009) |

  16. Corporate Governance

    | 2024 PROXY STATEMENT | 5 |

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    | Age: 49 Director since: 2020 Committee Memberships: • Nominating/Governance (Chair) • Compensation Public Company Boards: 1 Independent | 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 • Versiti, Inc. (2017-present) Blood products supply company o 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 companies o Head of Immunology (2015-2017) o Vice President, Plasma Strategy and New Products, Global BioTherapeutics (2014-2015) o Vice President, U.S. BioScience National Accounts (2013-2014) • Eli Lilly and Company (prior to 2013) Pharmaceutical company o General Manager, Lilly Australia and New Zealand o Other senior roles Community Involvement • Butler University (2021-present) o Board of Trustees • Medical College of Wisconsin (2018-present) o Board of Directors |

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    | Age: 66 Director since: 2016 Committee Memberships: • Audit (Chair) Public Company Boards: 1 Independent | 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 experience managing privacy and cybersecurity issues. Career Highlights • The AZEK Company, Inc. (2019-2021) Building products company o Senior Vice President and Chief Financial Officer • Newell Brands, Inc. (2016-2018) o Executive Vice President and Chief Financial Officer Global consumer goods company • Tiffany & Co. (2014-2016) o Executive Vice President and Chief Financial Officer Global luxury jewelry company • Cigna Corporation (2011-2013) o Chief Financial Officer Global healthcare and insurance company • Alberto Culver, Inc. (2007-2011) o Executive Vice President and Chief Financial Officer Beauty products company • Kraft Foods, Inc. (prior to 2007) Global food and beverage company o Senior Vice President of Corporate Audit o Other senior financial management roles Other Board Experience • GPA Global (2023-present) o Chair, Audit Committee • Cooper’s Hawk Winery & Restaurants (2021-present) o Chair, Audit Committee |

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    | Age: 72 Director since: 2008 Committee Memberships: • Risk and Compliance (Chair) • Audit Public Company Boards: 1 Independent | 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 • Norman L. Rosenthal & Associates, Inc. (1996-present) o President P&C industry management consulting firm • Lindsay Goldberg LLC (2016-present) o Affiliated Partner Private equity firm • Morgan Stanley & Co. (prior to 1996) o Managing Director Global investment bank Previous Public Company Boards • 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) |

  21. Corporate Governance

    | 2024 PROXY STATEMENT | 7 |

  22. Corporate Governance

    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, with resignation policy if not elected • Demonstrated Board refreshment with emphasis on diverse skill set • Our 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 are 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 • All current Audit Committee members are financial experts under SEC rules • Robust stockholder engagement program Board Leadership Structure Pat Gallagher currently serves as Chairman of the Board and CEO. With the exception of Messrs. Gallagher and Coldman, 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. David Johnson has served as our Independent Lead Director since 2016. The duties and responsibilities of the Independent Lead Director are set forth below.

  23. Corporate Governance

    | 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 |

  24. Corporate Governance

    Our non-management and 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

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  26. Corporate Governance

    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 Independence The Board has conducted its annual review of the independence of each director nominee 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 upon its review, the Board has concluded in its business judgment that, with the exception of Pat Gallagher and John Coldman, each of the other director nominees (Sherry Barrat, Deborah Caplan, Teresa Clarke, David Johnson, Chris Miskel, Ralph Nicoletti, and Norman Rosenthal) and William Bax is independent. Compensation Committee Interlocks and Insider Participation During 2023, Sherry Barrat, David Johnson and Chris Miskel served on the Compensation Committee with Sherry Barrat serving as Chair. None of the members of the Board who served on the Compensation Committee, including Kay McCurdy who served on the Committee until May 9, 2023, 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 92.5% approval rate received for our “say on pay” proposal in 2023, 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 governance, executive compensation and sustainability matters. Based in part on feedback from our stockholders, in 2023 we published an updated sustainability report (see “Impact Report” in Exhibit B) that sets forth our goal of Net Zero emissions in our direct operations (Scope 1 and Scope 2) by 2050 and a new interim 2030 goal. 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 business continuity and crisis management framework, including our incident response plans; reviews and discusses with management our risk appetite statements; 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 and Chief Information Security Officer 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 include significant compliance, data privacy, cybersecurity, sustainability and artificial intelligence matters. See page 10 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. 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 2023. See “Sustainability Oversight and Activities” beginning on page 12 for information regarding each committee’s role in overseeing Sustainability matters.

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    | 2024 PROXY STATEMENT | 9 |

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    | Met 5 times in 2023 Committee Members: • Ralph Nicoletti (Chair) • William Bax • Teresa Clarke • Norman Rosenthal | 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 and is responsible for the appointment, retention, termination and compensation of the independent auditor. 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. Bax, Nicoletti and Rosenthal and Ms. Clarke qualifies as an “audit committee financial expert” under SEC rules. |

  29. Corporate Governance

    | Met 4 times in 2023 Committee Members: • Norman Rosenthal (Chair)(1) • William Bax • Teresa Clarke • John Coldman • David Johnson | Risk and Compliance Committee The Risk and Compliance Committee’s responsibilities include reviewing our ERM program, including risk identification, risk appetite, risk assessment and risk mitigation; reviewing management’s approach to identifying and prioritizing our most significant risk exposures and discussing with management the steps that have been taken to mitigate and monitor such exposures; reviewing our management of risks related to cybersecurity and information security, including artificial intelligence risks; receiving regular reports from our Chief Information Officer and/or Chief Information Security Officer regarding the overall status of our cybersecurity and information security 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. | | (1) Norman Rosenthal was appointed Chair effective as of January 24, 2024. | |

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    | Met 5 times in 2023 Committee Members: • Sherry Barrat (Chair) • David Johnson • Chris Miskel | 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 2023. 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 30. 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 performance share units 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 by our senior executives. Independence Each member of the Compensation Committee meets the additional heightened independence and other requirements of the NYSE listing standards. |

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    | 2024 PROXY STATEMENT | 11 |

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    | Met 3 times in 2023 Committee Members: • Chris Miskel (Chair) • Sherry Barrat • David Johnson • | 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, including our political contributions and lobbying activities. 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. |

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    Sustainability Oversight and Activities The Board maintains overall oversight of sustainability matters. Each Board committee oversees sustainability matters within its scope of responsibility as described below and reports to the full Board as appropriate. In addition, from time to time, the full Board receives presentations regarding key sustainability topics. Audit Committee. The Audit Committee reviews ERM with the assistance of the Risk and Compliance Committee, including sustainability matters such as climate and cybersecurity risks. The Audit Committee also reviews our tax strategies. Compensation Committee. The Compensation Committee reviews our strategies and policies related to human capital management, including inclusion and diversity, workplace environment and culture, and talent development and retention. The Compensation Committee receives annual reports on inclusion and diversity from our CEO and Chief Human Resources Officer. 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, and in support of its strategy to promote diversity on the Board, the Board adopted a policy that the Nominating/Governance Committee must include qualified women and racially/ethnically diverse candidates in the pool from which new director nominees are chosen. The Committee also periodically reviews our political contributions and lobbying activities. Risk and Compliance Committee. The Risk and Compliance Committee reviews and discusses a variety of sustainability-related risks and related mitigation strategies identified by the management-level ERM Committee and senior executive team. These include risks relating to human capital management, cybersecurity, reputation and climate change. On a quarterly basis, the Chief Information Officer and Chief Information Security Officer update the Committee on our cybersecurity program. In addition, the Committee has responsibility for reviewing our ethics and compliance program, including the Global Standards of Business Conduct, and receives regular reports from the Chief Compliance Officer. Other 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. For example, Gallagher Re’s Climate and ESG Centre of Excellence now offers a carbon portfolio benchmarking tool that helps underwriters identify critical locations within their portfolios for decarbonization strategies. Our Impact Report, EEO-1 Employer Information Report and other sustainability-related materials can be found on our website at investor.ajg.com/esg. The Impact Report reiterates our previously announced goal of Net Zero by 2050, limited to Scope 1 and Scope 2, and includes a new interim 2030 goal. Our disclosures are aligned with the Global Reporting Initiative (GRI) Standards, the Sustainability Accounting Standards Board (SASB) standards and the Task Force on Climate-related Financial Disclosure (TCFD) recommendations. Such reports and other information on our website are not deemed part of this Proxy Statement and are not incorporated by reference.

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    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 2023, 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 2023. In addition, all directors then serving on the Board attended the 2023 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 non-management 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.

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    | 2024 PROXY STATEMENT | 13 |

  38. Corporate Governance

    Director Compensation The Board sets the amount and form of non-management director compensation based upon recommendations made by the Nominating/Governance Committee. In 2023, 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 an industry survey. Pearl Meyer found that pay levels for our Board were between the 50th and 75th percentile of the identified benchmarks. Taking these benchmark results into consideration, in 2023, the target value of the annual equity grant was increased from $180,000 to $190,000 and the annual cash retainer was increased from $120,000 to $125,000. On May 9, 2023, each non-management director was granted 920 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). Committee Chairs receive additional annual fees as follows: $30,000 for the Audit Committee, $25,000 for each of the Compensation Committee and Risk and Compliance Committee, and $20,000 for the Nominating/Governance Committee. The Independent Lead Director receives an additional annual fee of $35,000. Directors are reimbursed for travel and accommodation expenses incurred in connection with attending Board and committee meetings. 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 director’s 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.

  39. Corporate Governance

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Sherry Barrat | 148,750 | 198,794 | 347,544 | | William Bax | 148,750 | 198,794 | 347,544 | | Teresa Clarke | 123,750 | 198,794 | 322,544 | | John Coldman | 123,750 | 198,794 | 322,544 | | David Johnson | 158,750 | 198,794 | 357,544 | | Kay McCurdy(1) | 35,000 | — | 35,000 | | Chris Miskel | 138,750 | 198,794 | 337,544 | | Ralph Nicoletti | 153,750 | 198,794 | 352,544 | | Norman Rosenthal | 123,750 | 198,794 | 322,544 |

  40. Overview of Our Executive Compensation Program

    | Principle | Program Features | | Pay for Performance | • 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 Compensation Committee. Final award determinations reflect the Committee’s consideration of additional factors including organic revenue growth, adjusted EBITDAC margin, divisional performance and individual achievement, including progress toward inclusion and diversity goals. • 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. | | Stockholder Alignment | • PSUs, stock options and Deferred Equity Participation Plan (DEPP) awards 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 stock ownership guidelines. | | Attract and Retain World-Class Talent | • 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. • DEPP awards encourage retention by requiring executive officers to remain employed with us through at least age 62 in order to vest in their awards. | | Committee Discretion | • 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, inclusion and diversity objectives, adherence to our cultural values or similar matters. |

  41. Overview of Our Executive Compensation Program

    | What We Do | | What We Don’t Do | | | | Double-trigger change-in-control agreements | | No automatic single-trigger change-in-control payments in our equity plans or our 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) | | No new excise tax gross-ups in executive officer change-in-control agreements | | | PSUs with three-year performance period | | No guaranteed incentive awards for executive officers | | | 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 | | No employment agreement with any of our named executive officers | | | Executive compensation clawbacks (see below) | | No pledges of common stock by directors or executive officers | | | Stock ownership guidelines (see below) | | No hedging of common stock by directors, executive officers or other employees | | | Equity grant policy, including a uniform grant date for annual equity awards | | No excessive perquisites or related tax gross-ups | | | | | No stock option repricing or stock option cash buyouts in equity plans |

  42. Overview of Our Executive Compensation Program

    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, including 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 net shares underlying vested stock options, unvested restricted stock units, 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.

  43. Components of Compensation for Named Executive Officers

    | 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 2023 Compensation Actions for the 2023 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 Compensation Committee’s discretion and are determined by such Committee based on various factors, including the company’s organic revenue growth, individual or division performance, changes in accounting standards, economic or business conditions, inclusion and diversity objectives, adherence to our cultural values or similar matters See page 25 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 the financial interests of named executive officers 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 25 to 29 for more information | | Deferred Equity Participation Plan (DEPP) | Promote retention of named executive officers and align their financial interests with those of stockholders | Vesting of awards is delayed until named executive officers reach age 62, and for one-year increments after such age Each named executive officer has made irrevocable elections to invest their awards in a fund representing our common stock See page 34 for more information |

  44. Annual Cash Incentives

    Annual Cash Incentives In 2023, consistent with performance results, the Committee approved maximum awards under our annual cash incentive program, determined as follows: (i) target awards of 225% of base salary for our CEO and 125% of base salary for our other named executive officers (these percentages were unchanged from 2022), 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 are maximum award opportunities and the Committee retains discretion to reduce awards for performance that does not meet its objectives.

  45. Annual Cash Incentives

    | | | 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% |

  46. 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. For the annual cash incentive program, the Compensation 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. In 2023, we achieved adjusted revenue growth of 18.7% and adjusted EBITDAC growth of 19.0%. 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 2023 Compensation Actions, were determined in the discretion of the Compensation Committee taking into account achievements of the company, the applicable division and each individual, among other factors.

  47. Long-Term Incentives

    Long-Term Incentives In 2023, the Compensation 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 31). The Compensation 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 Compensation 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 by calculating it on a per-share basis, ensures that we maintain an optimal capital structure and act as effective stewards of our stockholders’ investment.

  48. Long-Term Incentives

    | 2024 PROXY STATEMENT | 25 |

  49. Long-Term Incentives

    Set forth below is the target award value and allocation between award types for each named executive officer. See 2023 Compensation Actions for the actual grant date fair value of the PSU and stock option awards granted.

  50. Long-Term Incentives

    | Named Executive Officer | Target Percent of Salary* | Target Grant Amount | Performance Share Units | Stock Options | | Pat Gallagher | 435% | $5,655,000 | 75% | 25% | | Doug Howell | 150% | $1,425,000 | 60% | 40% | | Tom Gallagher | 150% | $1,500,000 | 60% | 40% | | Scott Hudson | 150% | $1,125,000 | 60% | 40% | | Walt Bay | 150% | $1,112,500 | 60% | 40% |

  51. Long-Term Incentives

    * See “Comparative Market Assessment” on page 31 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 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% 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 2023, our one-year growth in adjusted EBITDAC per share was 16.4%. PSUs granted in 2023 and earned on the basis of average 2023-2025 performance will vest on March 15, 2026 and PSUs granted in 2022 and earned on the basis of average 2022-2024 performance will vest on March 15, 2025. Based on 2021-2023 average annual growth in adjusted EBITDAC per share of 13.7%, named executive officers earned 194% of PSUs granted in 2021. See Outstanding Equity Awards at 2023 Fiscal Year End and 2023 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 2023 Fiscal Year-End and 2023 Option Exercises and Stock Vested for information regarding vesting and exercise activity in 2023 for these awards.

  52. 2023 Compensation Actions

    | Pat Gallagher – Chairman and CEO | | | Performance | Compensation | | The Compensation Committee believes that Pat Gallagher performed extremely well in 2023, leading the company to 18.7% adjusted revenue growth, 19.0% adjusted EBITDAC growth and 16.4% adjusted EBITDAC per share growth in our combined brokerage and risk management segments (for definitions of these measures see Annual Cash Incentives above). Gallagher’s total return to stockholders in 2023 was 20.5%. This performance compares favorably to the S&P P&C Insurance index, which had a total shareholder return of 10.7%. In addition, the Committee recognized the following aspects of Pat Gallagher’s performance: Organic growth. The company achieved 9.8% organic revenue growth during the year, 8.9% in the brokerage segment and 15.8% in the risk management segment. Mergers and acquisitions. The company completed 51 acquisitions, representing $885.1 million in estimated total acquired annualized revenue, including larger acquisitions such as Buck, Cadence Insurance, Eastern Insurance and My Plan Manager. The company also made significant progress integrating the Willis Re and Buck acquisitions. Productivity. The company increased its adjusted EBITDAC margin 48 basis points to 32.5%. Capital management. The company returned $473.6 million to stockholders as dividends, maintained significant liquidity and remained well within its debt covenants. Sustainability. In 2023, the company released an updated Sustainability Report, which includes a goal of Net Zero emissions in the company’s direct operations (Scope 1 and Scope 2) by 2050 and an interim 2030 goal. Pat Gallagher also made continued progress on inclusion and diversity, including initiatives to track and improve supplier diversity. Culture. Pat Gallagher continued to effectively promote our culture to colleagues around the world. | Based on Pat Gallagher’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2023: Base salary – remained the same, at $1,300,000. Annual cash incentive – $5,850,000, 200% of his target award. 2023 target PSU award – 22,524 PSUs with a grant date value of $3,988,775. Stock option award – 30,029 stock options with an exercise price of $177.09 and a grant date value of $1,388,841. DEPP award – $2,250,000. In early 2023, the Compensation Committee approved an increase in Pat Gallagher's 2023 target long-term incentive award from 360% to 435% of base salary. Please see "Comparative Market Assessment" below. The Compensation Committee believes that, with this change, Pat Gallagher’s compensation is appropriately aligned with the long-term interests of the company and its stockholders. |

  53. 2023 Compensation Actions

    | Doug Howell – Chief Financial Officer | | | Performance | Compensation | | The Compensation Committee evaluated Doug Howell’s performance in light of the company’s overall performance as described above for Pat Gallagher. In addition, the Compensation 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, despite an inflationary environment, as well as the return of travel and other expenses post-pandemic, resulting in an increase of our adjusted EBITDAC margin of 48 basis points to 32.5%; • success in maintaining investment grade credit ratings from S&P, Moody’s and Fitch in support of the company’s public debt; • $1.95 billion in public debt issuances and successful renewal of our $1.7 billion credit facility; and • successful execution and financing of our acquisition program using primarily cash and debt. | Based on Doug Howell’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2023: Base salary – remained the same, at $950,000. Annual cash incentive – $2,375,000, 200% of his target award. 2023 target PSU award – 4,541 PSUs with a grant date value of $804,166. Stock option award – 12,107 stock options with an exercise price of $177.09 and a grant date value of $559,949. DEPP award – $900,000. |

  54. 2023 Compensation Actions

    | Tom Gallagher – President* | | | Performance | Compensation | | In evaluating Tom Gallagher’s performance in 2023, the Compensation Committee considered the following items: • his contributions as a member of the senior management team to the company’s strong overall financial performance; • the strong financial performance of our global P/C brokerage business; • completion by our global P/C brokerage business of 43 acquisitions representing $500.9 million in estimated acquired annualized revenue; • his ongoing oversight of the integration of the Willis Re acquisition into our global P/C brokerage business; and • his role in reorganizing the leadership structure of our global P/C brokerage business units in light of continued global growth. | Based on Tom Gallagher’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2023: Base salary – remained the same, at $1,000,000. Annual cash incentive – $2,500,000, 200% of his target award. 2023 target PSU award – 4,780 PSUs with a grant date value of $846,490. Stock option award – 12,744 stock options with an exercise price of $177.09 and a grant date value of $589,410. DEPP award – $900,000. |

  55. 2023 Compensation Actions

    | Scott Hudson – President, Risk Management | | | Performance | Compensation | | In evaluating Scott Hudson’s performance in 2023, the Compensation Committee considered the following items: • his contributions as a member of the senior management team to the company’s strong overall financial performance; • the strong financial performance of our risk management segment, including 18.4% adjusted revenue growth, 28.6% adjusted EBITDAC growth and 15.8% organic revenue growth; • the completion by our risk management segment of a large acquisition representing $59.1 million in estimated acquired annualized revenue; and • the ongoing diversification of our risk management segment’s book of business driven by significant growth in carrier and captive manager claims management outsourcing opportunities. | Based on Scott Hudson’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2023: Base salary – remained the same, at $750,000. Annual cash incentive – $1,875,000, 200% of his target award. 2023 target PSU award – 3,585 PSUs with a grant date value of $634,868. Stock option award – 9,558 stock options with an exercise price of $177.09 and a grant date value of $442,058. DEPP award – $750,000. |

  56. 2023 Compensation Actions

    | Walt Bay – General Counsel and Secretary | | | Performance | Compensation | | In evaluating Walt Bay’s performance in 2023, the Compensation Committee considered the following items: • his contributions as a member of the senior management team to the company’s strong overall financial performance; • 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. | Based on Walt Bay’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2023: Base salary – remained the same, at $725,000. Annual cash incentive – $1,812,500, 200% of his target award. 2023 target PSU award – 3,545 PSUs with a grant date value of $627,784. Stock option award – 9,452 stock options with an exercise price of $177.09 and a grant date value of $437,155. DEPP award – $675,000. |

  57. 2023 Compensation Actions

    | Comparative Market Assessment | Professional / Financial Services Firms | | The Compensation Committee reviews compensation data from two different comparison groups as a market reference for its named executive officer compensation decisions. Proxy Comparison Group The Compensation Committee uses the Proxy Comparison Group as a reference point for our compensation plan structure, pay mix, general equity granting practices and individual pay levels. This group is focused on our direct competitors for executive talent. Its members are selected from insurance brokers and carriers and from professional and financial services companies that may compete with us for executive talent or in specific lines of business. The companies listed below under “Insurance Brokers” are of particular interest for the Compensation Committee. Although Aon plc and Marsh & McLennan Companies are larger than we are on certain size dimensions, the Committee believes it is important to understand their compensation programs given that they directly compete with us for executive talent. Additionally, we are similarly-sized or significantly larger, depending on the size dimension, compared to the median-sized company in the broader peer group. The Compensation Committee used the companies set forth below for the 2023 analysis. There were no changes from the comparison group disclosed in the prior year. | Automatic Data Processing, Inc. | | | The Bank of New York Mellon Corporation | | | The Charles Schwab Corporation | | | Fidelity National Financial, Inc. | | | Franklin Resources, Inc. | | | Moody’s Corporation | | | Northern Trust Corporation | | | Raymond James Financial, Inc. | | | Robert Half International Inc. | | | S&P Global Inc. | | | Survey Comparison Group The Compensation Committee also uses a Survey Comparison Group as a reference point for individual pay levels for certain executive positions. This group consists of insurance and general industry companies similar to us in total assets, revenue or number of employees. In 2023, the Compensation Committee reviewed pay data from published surveys conducted by Aon-Hewitt. Results of the Comparative Market Assessment For 2023, the Compensation Committee examined the total direct compensation opportunity (base salary, annual cash incentives and long-term incentives) for each named executive officer, as well as individual elements of compensation. Data from the Proxy Comparison Group and Survey Comparison Group were used as a market reference for compensation decisions. The Compensation Committee does not target total compensation to a specific percentile of comparison group compensation. The comparative market assessment showed that target long-term incentives were below the 50th percentile for Pat Gallagher and at the 50th percentile for the other named executive officers compared to the Proxy Comparison Group. Taking the results of this assessment into consideration, the Compensation Committee approved increases in the long-term incentive targets for named executive officers, other than Pat Gallagher, from 125% of salary to 150% of salary, and for Pat Gallagher from 360% to 435% of salary. | | Insurance Brokers | | | Aon plc | | | Brown & Brown, Inc. | | | Marsh & McLennan Companies, Inc. | | | Willis Towers Watson plc | | | Insurance Carriers | | | American Financial Group Inc. | | | Arch Capital Group Ltd. | | | CNA Financial Corp. | | | The Hartford Financial Services Group, Inc. | | | Markel Corp. | |

  58. 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 | 2023 | 1,300,000 | 3,988,775 | 1,388,841 | 5,850,000 | — | 36,498 | 2,932,108 | 15,496,222 | | Chairman and | 2022 | 1,300,000 | 3,575,528 | 1,227,365 | 5,850,000 | — | — | 2,242,033 | 14,194,926 | | Chief Executive Officer | 2021 | 1,300,000 | 3,692,473 | 1,799,676 | 5,200,000 | — | 19,063 | 1,871,043 | 13,882,255 | | Doug Howell | 2023 | 950,000 | 804,166 | 559,949 | 2,375,000 | — | 984 | 1,177,179 | 5,867,278 | | Chief Financial Officer | 2022 | 950,000 | 726,205 | 498,312 | 2,375,000 | — | — | 779,346 | 5,328,863 | | | 2021 | 950,000 | 749,494 | 730,976 | 1,900,000 | 500,000 | 191 | 770,200 | 5,600,861 | | Tom Gallagher | 2023 | 1,000,000 | 846,490 | 589,410 | 2,500,000 | — | 27,671 | 1,725,962 | 6,689,533 | | President | 2022 | 1,000,000 | 764,259 | 524,521 | 2,500,000 | — | — | 1,382,682 | 6,171,462 | | | 2021 | 1,000,000 | 789,143 | 769,085 | 2,000,000 | 1,000,000 | — | 935,000 | 6,493,228 | | Scott Hudson | 2023 | 750,000 | 634,868 | 442,058 | 1,875,000 | — | — | 904,161 | 4,606,086 | | President – | 2022 | 750,000 | 573,194 | 393,305 | 1,875,000 | — | — | 624,545 | 4,216,044 | | Risk Management | 2021 | 700,000 | 552,528 | 538,325 | 1,400,000 | — | — | 612,805 | 3,803,658 | | Walt Bay | 2023 | 725,000 | 627,784 | 437,155 | 1,812,500 | — | — | 870,068 | 4,472,507 | | General Counsel | 2022 | 725,000 | 569,230 | 390,735 | 1,812,500 | — | — | 598,359 | 4,095,825 | | and Secretary | 2021 | 725,000 | 587,701 | 572,810 | 1,450,000 | 500,000 | — | 583,357 | 4,418,868 |

  59. 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 three 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.

  60. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(4) | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income (millions) | Adjusted EBITDAC Growth(7) | | 2023 | $15,496,222 | $32,997,722 | $5,408,851 | $9,743,063 | $120.50 | $108.60 | $969.5 | 19.0% | | 2022 | $14,194,926 | $23,190,737 | $4,953,048 | $6,908,560 | $112.43 | $97.54 | $1,114.2 | 18.4% | | 2021 | $13,882,255 | $36,172,141 | $5,079,153 | $11,580,235 | $139.01 | $141.53 | $906.8 | 17.2% | | 2020 | $11,177,460 | $26,471,099 | $3,744,087 | $8,713,871 | $132.15 | $106.24 | $818.8 | 21.0% |

  61. 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.

  62. Pay Versus Performance

    | Compensation Actually Paid to PEO | 2023 | 2022 | 2021 | 2020 | | Summary Compensation Table Total | $15,496,222 | $14,194,926 | $13,882,255 | $11,177,460 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $5,377,616 | $4,802,893 | $5,492,149 | $3,637,861 | | Less, Change in Pension Value reported in Summary Compensation Table | $36,498 | — | $19,063 | $98,106 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $11,639,809 | $7,503,151 | $13,095,137 | $10,030,670 | | 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 | $12,000,551 | $7,566,230 | $14,263,150 | $10,345,366 | | Plus (less), change in fair value from prior year end until the vesting date of equity awards granted in prior years that vested in the year | $(762,443) | $(1,297,632) | $416,987 | $(1,371,701) | | 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 | $37,697 | $26,954 | $25,824 | $25,271 | | 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 | $32,997,722 | $23,190,737 | $36,172,141 | $26,471,099 |

  63. Pay Versus Performance

    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 2020 through 2023 are as follows: Doug Howell, Tom Gallagher, Scott Hudson and Walt Bay.

  64. Pay Versus Performance

    | 2024 PROXY STATEMENT | 43 |

  65. Pay Versus Performance

    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.

  66. Pay Versus Performance

    | Average Compensation Actually Paid to Non-PEO Named Executive Officers | 2023 | 2022 | 2021 | 2020 | | 1 | | | | | | Summary Compensation Table Total | $5,408,851 | $4,953,048 | $5,079,153 | $3,744,087 | | Less, value of “Stock Awards” and “Option Awards” reported in Summary Compensation Table | $1,235,470 | $1,109,940 | $1,322,515 | $925,649 | | Less, Change in Pension Value reported in Summary Compensation Table | $7,164 | — | $48 | $20,737 | | Plus, year-end fair value of outstanding and unvested equity awards granted in the year | $2,387,352 | $1,578,828 | $2,958,220 | $2,498,015 | | 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 | $3,439,861 | $1,941,447 | $4,681,938 | $3,877,807 | | Plus (less), change in fair value from prior year end until the vesting date of equity awards granted in prior years that vested in the year | $(258,894) | $(462,939) | $174,571 | $(467,652) | | 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 | $8,526 | $8,115 | $8,916 | $8,000 | | 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 | $9,743,063 | $6,908,560 | $11,580,235 | $8,713,871 |

  67. 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. “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.

  68. Pay Versus Performance

    | 44 | |

  69. Pay Versus Performance

    Description of Relationships between Information Presented in Pay versus Performance Table As discussed in more detail under Overview of our Executive Compensation Program, an important part of the company’s executive compensation program is pay-for-performance. While we use several performance measures to align executive compensation with company performance, not all of those measures are presented in the Pay versus Performance table. We seek to promote the long-term interests of the company and its stockholders and therefore the performance measures used by the company do not always correspond directly to compensation actually paid for a particular year (as calculated in accordance with SEC rules). In accordance with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus Performance table.

  70. Pay Versus Performance

    | Compensation Actually Paid, Cumulative TSR and Peer Group TSR | | |

  71. Pay Versus Performance

    | Compensation Actually Paid and Net Income | | |

  72. Pay Versus Performance

    | 2024 PROXY STATEMENT | 45 |

  73. Pay Versus Performance

    | Compensation Actually Paid and Adjusted EBITDAC Growth | | |

  74. Pay Versus Performance

    Financial Performance Measures The most important financial performance measure used to link compensation actually paid to the company’s named executive officers for the most recently completed fiscal year to the company’s performance is adjusted EBITDAC growth, although we also consider adjusted revenue growth and adjusted EBITDAC per share growth in connection with final award determinations for annual cash incentives and PSU payouts. The measures used for both long-term and short-term incentive awards have been selected because the Compensation Committee believes they incentivize our executive officers to make business decisions that align with the long-term interests of our stockholders and act as effective stewards of our stockholders’ investment. We believe these measures hold our executive officers accountable for integration expenses associated with our merger and acquisition activity and provide a strong connection between operating decisions and cash incentives. Further, calculating adjusted EBITDAC growth on a per-share basis to determine PSUs awards promotes management accountability around the financing of our merger and acquisition activity within an appropriate capital structure.

  75. Pay Versus Performance

    | Most Important Measures in Determining NEO Pay | | Adjusted EBITDAC growth | | Adjusted Revenue growth | | Adjusted EBITDAC per share growth |

  76. Pay Versus Performance

    | 46 | |

  77. Pay Versus Performance

    | CEO Pay Ratio |

  78. CEO Pay Ratio Disclosure

    CEO Pay Ratio Disclosure 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, 2023. For 2023, Pat Gallagher’s total compensation was $15,496,222 and the annual total compensation of our median compensated employee was $63,485. The ratio between these two amounts was 244 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, 2023, our total employee population consisted of approximately 52,155 employees. As permitted by the rule, we excluded approximately 4,334 employees of the businesses we acquired during 2023, which are identified in Note 3 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2023. We also excluded approximately 2,535 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: Ireland (296), Peru (238), Chile (227), Brazil (215), Bermuda (157), Sri Lanka (152), Romania (151), Singapore (112), Guernsey (103), Trinidad and Tobago (98), Sweden (70), Jamaica (57), Norway (56), United Arab Emirates (55), Jersey (53), Germany (53), Japan (50), Barbados (46), Switzerland (34), France (33), Malaysia (33), Cayman Islands (32), Turkey (27), Isle of Man (26), Gibraltar (19), Italy (19), Hong Kong (17), Malta (16), Taiwan (16), South Africa (14), Republic of Korea (13), Saint Lucia (7), Belgium (7), Spain (5), Saint Vincent and the Grenadines (4), Vietnam (4), Antigua and Barbuda (3), Dominica (3), Grenada (3), Denmark (3), Netherlands (3), Saints Kitts and Nevis (2), Liechtenstein (2), and Finland (1). After giving effect to these two adjustments, our employee population consisted of approximately 45,246 individuals. We used 2023 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 2023 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 2023 Summary Compensation Table included in this Proxy Statement.

  79. CEO Pay Ratio Disclosure

    | 2024 PROXY STATEMENT | 47 |