Arthur J. Gallagher & Co. Files Definitive Proxy Statement

Ticker: AJG · Form: DEF 14A · Filed: Mar 22, 2024 · CIK: 354190

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Shareholder Meeting, Arthur J. Gallagher & Co.

TL;DR

<b>Arthur J. Gallagher & Co. has filed its definitive proxy statement for the 2024 annual meeting.</b>

AI Summary

Arthur J. Gallagher & Co. (AJG) filed a Proxy Statement (DEF 14A) with the SEC on March 22, 2024. Filing is a DEF 14A, a definitive proxy statement for Arthur J. Gallagher & Co. The filing was made on March 22, 2024. The company's fiscal year ends on December 31. Arthur J. Gallagher & Co. is in the Insurance Agents, Brokers & Services industry (SIC 6411). The filing includes data related to equity awards and pension values for fiscal years 2020-2023.

Why It Matters

For investors and stakeholders tracking Arthur J. Gallagher & Co., this filing contains several important signals. This filing provides shareholders with crucial information regarding executive compensation, director nominations, and other matters to be voted on at the upcoming annual meeting. Shareholders can review details on equity awards, changes in pension values, and dividends paid on awards, which are key components of executive compensation and company performance.

Risk Assessment

Risk Level: low — Arthur J. Gallagher & Co. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational updates, indicating a low level of immediate risk.

Analyst Insight

Review the proxy statement for details on executive compensation and any shareholder proposals to inform voting decisions.

Key Numbers

Key Players & Entities

FAQ

When did Arthur J. Gallagher & Co. file this DEF 14A?

Arthur J. Gallagher & Co. filed this Proxy Statement (DEF 14A) with the SEC on March 22, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Arthur J. Gallagher & Co. (AJG).

Where can I read the original DEF 14A filing from Arthur J. Gallagher & Co.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Arthur J. Gallagher & Co..

What are the key takeaways from Arthur J. Gallagher & Co.'s DEF 14A?

Arthur J. Gallagher & Co. filed this DEF 14A on March 22, 2024. Key takeaways: Filing is a DEF 14A, a definitive proxy statement for Arthur J. Gallagher & Co.. The filing was made on March 22, 2024.. The company's fiscal year ends on December 31..

Is Arthur J. Gallagher & Co. a risky investment based on this filing?

Based on this DEF 14A, Arthur J. Gallagher & Co. presents a relatively low-risk profile. The filing is a routine proxy statement (DEF 14A) and does not contain new financial results or significant operational updates, indicating a low level of immediate risk.

What should investors do after reading Arthur J. Gallagher & Co.'s DEF 14A?

Review the proxy statement for details on executive compensation and any shareholder proposals to inform voting decisions. The overall sentiment from this filing is neutral.

How does Arthur J. Gallagher & Co. compare to its industry peers?

Arthur J. Gallagher & Co. operates in the insurance brokerage and services sector, a key part of the broader financial services industry.

Are there regulatory concerns for Arthur J. Gallagher & Co.?

As a publicly traded company, Arthur J. Gallagher & Co. is subject to SEC regulations governing proxy solicitations and corporate governance disclosures.

Industry Context

Arthur J. Gallagher & Co. operates in the insurance brokerage and services sector, a key part of the broader financial services industry.

Regulatory Implications

As a publicly traded company, Arthur J. Gallagher & Co. is subject to SEC regulations governing proxy solicitations and corporate governance disclosures.

What Investors Should Do

  1. Review the executive compensation details provided in the proxy statement.
  2. Examine any shareholder proposals and management's recommendations.
  3. Note the dates and details of the upcoming annual shareholder meeting.

Key Dates

Year-Over-Year Comparison

This filing is a DEF 14A, a routine proxy statement, and does not represent a change from previous filings in terms of financial reporting or operational status.

Filing Stats: 4,320 words · 17 min read · ~14 pages · Grade level 15.6 · Accepted 2024-03-22 12:26:58

Key Financial Figures

Filing Documents

– Election of Directors

Item 1 – Election of Directors 1 Key Governance Practices 8 Board Leadership Structure 8 Director Independence 9 Compensation Committee Interlocks and Insider Participation 9 Board Diversity 1 Stockholder Views 9 Board's Role in Risk Oversight 9 Sustainability Oversight and Activities 12 Director Qualifications 2 Other Board Matters 13 Director Compensation 14 Certain Relationships and Related Person Transactions 15 Board Skills and 3

Security Ownership by Certain Beneficial Owners and Management

Security Ownership by Certain Beneficial Owners and Management 16 Experience Equity Compensation Plan Information 18 Key Governance Practices 8 Audit Matters 19

– Ratification of Appointment of Independent Auditor

Item 2 – Ratification of Appointment of Independent Auditor 19 Audit Committee Report 20 Board's Role in Risk 9 Oversight

Executive Compensation

Executive Compensation 21 Compensation Discussion and Analysis 21 Overview of Our Executive Compensation Program 22 Sustainability Oversight and 12 2023 Compensation 24 Activities Compensation Decision-Making Process 30 Comparative Market Assessment 31 Compensation Committee Report 32 Compensation Discussion 21

Executive Compensation Tables

Executive Compensation Tables 33 and Analysis

– Advisory Vote to Approve the Compensation of Our Named Executive Officers

Item 3 – Advisory Vote to Approve the Compensation of Our Named Executive Officers 42 Pay versus Performance 43 Key Executive Compensation 23 CEO Pay Ratio Disclosure 47 Practices Questions and Answers About the Annual Meeting 48 2023 Summary Compensation Table 33 Exhibits A- 1 Exhibit A: Information Regarding Non-GAAP Measures A- 1 Exhibit B: Resources B- 1 Some of the statements in this proxy statement, including those related to our interim goal of 50% reduction in Scope 1 and Scope 2 carbon emissions on a per-employee basis by 2030 in addition to our goal of achieving net zero carbon emissions for our direct operations (Scope 1 and Scope 2) by 2050, may be considered forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995. We caution investors that these forward-looking statements are not guarantees of future performance, and are subject to certain risks and uncertainties that could cause actual results to differ materially. Factors that could cause our future performance and actual results or outcomes to differ, possibly materially, from those expressed in the forward-looking statements include, but are not limited to, our ability to formulate and implement plans to reduce our Scope 1 and 2 carbon emissions as anticipated; our reliance on third parties, whose actions are outside our control; and the lack of widely accepted standards for measuring carbon emissions associated with insurance and resinsurance brokerage, consulting and claims managements activities, as well as other factors discussed in our 2023 Annual Report on Form 10-K, subsequent Quarterly Reports on Forms 10-Q, and the other filings we make with the Securities and Exchange Commission. Accordingly, you should not place undue reliance on forward-looking statements, which speak only as of, and are based on information available to us on, the date of the applicable document. We do not undertake any obligation to update any

– Election of Directors

Item 1 – Election of Directors Corpora te Governance ITE M 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

– Election of Directors

Item 1 – Election of Directors D irector 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. 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 These percentages include our Chairman and CEO, Pat Gallagher. The Board recommends that you vote "FOR" the election of each of the director nominees listed below 2

– Election of Directors

Item 1 – Election of Directors 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 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 c

– Election of Directors

Item 1 – Election of Directors 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 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

– Election of Directors

Item 1 – Election of Directors 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. 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 Offi

– Election of Directors

Item 1 – Election of Directors 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 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

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