Arthur J. Gallagher & Co.
For the period ended Mar 22, 2024. Filed Mar 22, 2024.
View on SEC.govAbout 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.
Mar 22, 2024 · Filed Mar 22, 2024
AJG$281.61-2.3%Stored close · as of Nov 6, 2026
Contents
Overview of Our Executive Compensation Program
The Compensation Committee (the Committee) believes that our executive compensation program promotes the long-term interests of the company and its stockholders. We reward performance by emphasizing a balance of short- and long-term compensation vehicles. The key principles and features of the program are set forth below.
| 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. |
Compensation Discussion and Analysis
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