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Arthur J. Gallagher & Co.

For the period ended May 12, 2026. Filed Mar 23, 2026.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 12, 2026 · Filed Mar 23, 2026

AJG$281.61-2.3%Stored close · as of Nov 6, 2026
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Compensation Decision-Making Process

The Committee is responsible for determining compensation opportunities for our named executive officers, establishing the annual

total value to be transferred through our equity plans, setting thresholds, targets and maximum awards for incentive compensation,

establishing performance measures and approving final award amounts. To determine compensation opportunities for our named

executive officers, the Committee takes into account the compensation objectives noted earlier under Components of Compensation

for Named Executive Officers, compensation data for our comparison groups, trends in the financial service and insurance brokerage

sectors and the strategic value of a given role, among other factors. The Committee may delegate to a subcommittee, members of the

Board or officers or other employees of the company all or any portion of the Committee’s authority, duties and responsibilities, to the

extent permitted by law or applicable plan documents.

Tally Sheets

The Committee also considers the data compiled in a tally sheet prepared by management for each named executive officer. Tally

sheets provide:

a comprehensive view of our compensation payout exposure under various termination scenarios (for example, voluntary or

involuntary termination, retirement, and change in control);

details regarding all compensation, benefits and perquisites delivered to our named executive officers during the most recent four-

year period and a projection for the coming year; and

an analysis of equity and deferred compensation, which provides insight into total wealth accumulation for each officer, as well as

the sensitivity of these figures to changes in our stock price.

This information provides a comprehensive context in which the Committee can determine the appropriate type and amount of

compensation for each named executive officer.

Role of the CEO

At the beginning of each year, Pat Gallagher proposes performance objectives for the company and himself. The Committee and the

Board review these objectives with Mr. Gallagher and make modifications as necessary. Following this review and discussion, the

Committee and the Board finalize and approve the objectives for Mr. Gallagher and the company. The objectives include both

quantitative financial measurements and qualitative strategic and operational considerations that focus on factors Mr. Gallagher and

the Board believe create long-term stockholder value. Mr. Gallagher reviews and discusses preliminary considerations regarding his

own compensation with the Committee but does not participate in the Committee’s final determination of his compensation.

Mr. Gallagher also reviews the performance of each other named executive officer and presents a summary of these performance

reviews to the Committee, along with preliminary recommendations regarding salary adjustments, if any, and annual award amounts.

Role of the Compensation Consultant

The Committee retained Pearl Meyer as its independent executive compensation consultant. In connection with its engagement, Pearl

Meyer attended meetings of the Committee, reviewed 2025 proxy season results and implications for our pay practices; assisted in

the review and confirmation of our peer group for executive compensation and performance review purposes; provided updates on

emerging executive compensation trends, including proxy advisory firm and regulatory developments; and reviewed and assessed

individual elements of our pay programs for executive officers, including the competitiveness of pay levels and incentive program

design. The Committee assessed Pearl Meyer’s independence pursuant to SEC and NYSE rules and concluded that no conflict of

interest exists that would prevent Pearl Meyer from serving as an independent consultant to the Committee.

372026 Notice of Annual Meeting & Proxy Statement
Corporate GovernanceAudit MattersExecutive CompensationQuestions and Answers About the Annual MeetingExhibits
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.