Arthur J. Gallagher & Co.
For the period ended May 12, 2026. Filed Mar 23, 2026.
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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
Contents
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.
| 37 | 2026 Notice of Annual Meeting & Proxy Statement |
| Corporate Governance | Audit Matters | Executive Compensation | Questions and Answers About the Annual Meeting | Exhibits |
|---|
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