Arthur J. Gallagher & Co.
For the period ended Mar 24, 2025. Filed Mar 24, 2025.
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Mar 24, 2025 · Filed Mar 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Information Required In Proxy Statement
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
☐ Preliminary Proxy Statement
☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒ Definitive Proxy Statement
☐ Definitive Additional Materials
☐ Soliciting Material Pursuant to §240.14a-12
ARTHUR J. GALLAGHER & CO.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
☒ No fee required.
☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Message To Our StockholdersWe had another outstanding year in 2024. On a combined basis, our core brokerage and risk management segments produced adjusted revenue1 growth of 14.3% (to $11.3 billion) and adjusted EBITDAC1 growth of 20.7% (to $3.8 billion). We achieved organic revenue growth of 7.6% in our core brokerage and risk management segments.
| Dear Fellow Stockholder, | March 24, 2025 |
|---|
| On behalf of our Board of Directors, I invite you to attend our 2025 Annual Meeting of Stockholders. We will be conducting our Annual Meeting virtually again this year. If you are not able to attend, we encourage you to vote by proxy. These proxy materials contain detailed information about the matters on which we are asking you to vote. We hope you will read these materials and then vote in accordance with the Board’s recommendations. Your vote is very important to us.Financial Performance. On a combined basis, our core brokerage and risk management segments produced adjusted revenue1 growth of 14.3% (to $11.3 billion) and adjusted EBITDAC1 growth of 20.7% (to $3.8 billion). We achieved organic revenue growth of 7.6% in our core brokerage and risk management segments. It was another outstanding year for our franchise, and I am excited about our future.Acquisition Strategy. We continued to execute on our acquisition strategy in 2024, making significant investments to sustain long-term growth. We completed 48 acquisitions representing $387 million in estimated annualized revenue, adding talent, capabilities and scale across our enterprise. We completed the integration of Willis Re into our global brokerage business. We also signed a definitive agreement to acquire AssuredPartners, a leading U.S.-based insurance broker with client capabilities across commercial property/casualty, specialty, employee benefits and personal lines. The acquisition is subject to regulatory approval, but when it closes, I believe that our combined enterprise will enable us to provide even more value to clients and further position us for future growth. Board of Directors. Our Board of Directors is comprised of a group of committed and highly qualified individuals who care deeply about our company and bring a diversity of experiences and perspectives to our Board deliberations. In 2024, we added Richard Harries as a director and member of our Audit Committee and Risk and Compliance Committee. Including Mr. Harries, we have added four new independent directors to our Board since 2020, a reflection of our continuing commitment to disciplined board refreshment. Our directors’ diverse professional backgrounds, skill sets, independent thought leadership and experience have been invaluable to me and the management team in establishing our long-term business strategy, executing on that strategy and managing both short- and long-term risks facing the company. | Commitment to Stockholder Engagement. Our Board values the feedback and insights gained from our engagement with stockholders. During the past year, in addition to our regular discussions with stockholders regarding our financial results, we engaged with stockholders representing more than 50% of shares outstanding on corporate governance, broader sustainability matters and executive compensation. We are committed to including our stockholders’ perspectives in our deliberations and we believe that regular communication is necessary in order to ensure thoughtful and informed consideration of evolving best practices in areas of focus for our stockholders.Our Unique Culture. For nearly a century, we have proudly built a reputation of trust and integrity with our clients and colleagues. Now, more than ever, I believe that this culture and history of integrity is a true competitive advantage and a key differentiator when recruiting and retaining talent, attracting acquisition partners, retaining our valued clients and winning new business.Looking Ahead. We enter 2025 in a position of strength, with industry leading talent, deep expertise, a recognized brand and a consistent global approach to sales and client service. We believe the market environment will remain supportive of growth during 2025. We anticipate clients will add exposures and coverages to their existing insurance programs. In our benefits consulting business, we expect that payrolls will continue to increase and covered lives will remain strong. We see further growth in claim counts within our claims handling business. Additionally, we believe rising loss costs, increased frequency of catastrophe losses and social inflation will lead to increases in property/casualty rates throughout 2025. Our job as brokers and consultants is to help our clients navigate these market dynamics and I am confident our team will continue to deliver outstanding advice and client service in the coming year.On behalf of our Board of Directors, thank you for your continued support. We look forward to welcoming you at our 2025 Annual Meeting.Sincerely, J. Patrick Gallagher, Jr.Chairman of the Board and Chief Executive Officer |
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| 1 See Exhibit A for reconciliations of non-GAAP measures. | |
Arthur J. Gallagher & Co.
2850 Golf Road
Rolling Meadows, Illinois 60008-4050
Notice of 2025 Annual Meeting of Stockholders
Dear Stockholder:
We are pleased to invite you to the 2025 Annual Meeting of Stockholders of Arthur J. Gallagher & Co. (Gallagher or the company), which will be held as a virtual meeting, conducted via live audio webcast, on May 13, 2025, at 9:00 AM CDT. At the meeting, stockholders will vote on each item described below and we will transact such other business that properly comes before the meeting.
| Voting Items | Board Recommendations |
|---|---|
| •Elect each of the 10 nominees named in the accompanying Proxy Statement as directors to hold office until our 2026 Annual Meeting (Item 1) | FOR each nominee |
| •Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025 (Item 2) | FOR |
| •Approve, on an advisory basis, the compensation of our named executive officers (Item 3) | FOR |
Stockholders of record at the close of business on March 17, 2025 are entitled to notice of and to vote at the Annual Meeting. The applicable voting standard and the treatment of abstentions and “broker non-votes” for each of these items are set forth on page 49 of the Proxy Statement. Stockholders may vote shares prior to the meeting by visiting www.proxyvote.com.
On the day of the Annual Meeting, stockholders of record as of the close of business on March 17, 2025, the record date, are entitled to participate in and vote at the Annual Meeting. To participate in the Annual Meeting, including to vote and ask questions, stockholders of record should go to the meeting website at www.virtualshareholdermeeting.com/AJG2025, enter the 16-digit control number found on your proxy card or Notice of Internet Availability of Proxy Materials, and follow the instructions on the website. If your shares are held in street name and your voting instruction form or Notice of Internet Availability of Proxy Materials indicates that you may vote those shares through the www.proxyvote.com website, then you may access, participate in, and vote at the Annual Meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability of Proxy Materials. Otherwise, stockholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the Annual Meeting.
Stockholders are encouraged to log in to the Annual Meeting website before the Annual Meeting begins. Online check-in will be available approximately 10 minutes before the meeting starts. Additional information regarding the rules and procedures for participating in the virtual Annual Meeting will be set forth in our meeting rules of conduct, which stockholders will be able to view during the meeting.
We urge you to read the Proxy Statement for additional information concerning the matters to be considered at the Annual Meeting and then vote in accordance with the Board’s recommendations. Your vote is very important to us.
By Order of the Board of Directors
WALTER D. BAY
GENERAL COUNSEL AND SECRETARY
March 24, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to Be Held on May 13, 2025:
We are making this Notice of Annual Meeting, this Proxy Statement, our 2024 Annual Report, and the Notice of Internet Availability of Proxy Materials available on the Internet at www.materials.proxyvote.com/363576 and mailing copies of these proxy materials to certain stockholders on or about March 24, 2025.
Proxy Statement Table of Contents
| Corporate Governance | 1 | FREQUENTLY REFERENCEDTOPICS | ||
|---|---|---|---|---|
| Item 1 – Election of Directors | 1 | |||
| Key Governance Practices | 8 | |||
| Board Leadership Structure | 8 | |||
| Director Independence | 9 | |||
| Compensation Committee Interlocks andInsider Participation | 9 | Director Qualifications | 2 | |
| Stockholder Views | 9 | |||
| Board’s Role in Risk Oversight | 9 | |||
| Sustainability Oversight and Activities | 12 | Board Skills and | 2 | |
| Other Board Matters | 13 | Experience | ||
| Director Compensation | 14 | |||
| Certain Relationships and Related Person Transactions | 15 | |||
| Security Ownership by Certain Beneficial Owners andManagement | 16 | Key Governance Practices | 8 | |
| Equity Compensation Plan Information | 18 | |||
| Board’s Role in Risk | 9 | |||
| Audit Matters | 19 | Oversight | ||
| Item 2 – Ratification of Appointment of Independent Auditor | 19 | |||
| Audit Committee Report | 20 | |||
| Sustainability Oversight and | 12 | |||
| Executive Compensation | 21 | Activities | ||
| Compensation Discussion and Analysis | 21 | |||
| Overview of Our Executive Compensation Program | 22 | |||
| 2024 Compensation | 24 | Compensation Discussion | 21 | |
| Compensation Decision-Making Process | 30 | and Analysis | ||
| Comparative Market Assessment | 31 | |||
| Compensation Committee Report | 32 | |||
| Executive Compensation Tables | 33 | Key Executive Compensation | 23 | |
| Item 3 – Advisory Vote to Approve the Compensation of OurNamed Executive Officers | 43 | Practices | ||
| Pay versus Performance | 44 | |||
| CEO Pay Ratio | 48 | 2024 Summary Compensation Table | 33 | |
| Questions and Answers About the Annual Meeting | 49 | |||
| 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 consolidated Scope 1 and Scope 2 carbon emissions on a per-employee basis by 2030 in addition to our goal of achieving operational net zero carbon emissions (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 reinsurance brokerage, consulting and claims managements activities, as well as other factors discussed in our 2024 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 forward-looking statements made in or release publicly any revisions to these forward-looking statements to reflect events or circumstances after the date of this proxy statement, which speaks as of the date issued, or to reflect new information, future or unexpected events or otherwise, except as required by applicable law or regulation. The inclusion of forward-looking and other sustainability-related statements in this proxy statement is not an indication that these contents are necessarily material to investors or required to be disclosed in our filings with the SEC. In addition, historical, current and forward-looking sustainability-related statements may be used based on standards for measuring progress that are still developing, internal controls and processes that continue to evolve, and assumptions that are subject to change in the future. | ||||
Item 1 – Election of Directors
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.