2024 Proxy Statement
Message To Our Stockholders
We had another outstanding year in 2023. On a combined basis, our core brokerage and risk management segments produced adjusted revenue1 growth of 18.7% (to
Dear Fellow Stockholder, |
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On behalf of our Board of Directors, I invite you to attend our 2024 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. We had another outstanding year in 2023. On a combined basis, our core brokerage and risk management segments produced adjusted revenue1 growth of 18.7% (to
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. Our directors' diverse professional backgrounds, skill sets and independent thought leadership 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.
After 18 years of service,
I am excited to introduce a new director nominee,
1 See Exhibit A for reconciliations of non-GAAP measures.
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 concefor 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. During the course of 2023, clients added exposures and coverages to their existing insurance programs, payrolls and covered lives increased, demand for our benefits consulting services remained strong, and we experienced growth in claim counts within our claims handling business. We believe increases in property/casualty rates will continue throughout 2024 due to rising loss costs, a hard reinsurance market, increased frequency of catastrophe losses and social inflation. In addition, the combination of increasing insurable values, a tight labor market and lower unemployment will likely contribute to increases in client insured exposures. Of course, our job is to help our clients navigate these market pressures. Our team of professionals continue to deliver the very best insurance and risk management advice to clients to help them succeed in this challenging environment.
On behalf of our Board of Directors, thank you for your continued support. We look forward to welcoming you at our 2024 Annual Meeting.
Sincerely,
Chairman of the Board and
Chief Executive Officer
Notice of 2024 Annual Meeting of Stockholders
Dear Stockholder:
We are pleased to invite you to the 2024 Annual Meeting of Stockholders of
Voting Items
Board Recommendations
• Elect each of the 9 nominees named in the accompanying Proxy Statement as directors to |
FOR each nominee |
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hold office until our 2025 Annual Meeting (Item 1) |
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• |
Ratify the appointment of |
FOR |
accounting firm for the fiscal year ending |
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• |
Approve, on an advisory basis, the compensation of our named executive officers (Item 3) |
FOR |
Stockholders of record at the close of business on
On the day of the Annual Meeting, stockholders of record as of the close of business on
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
GENERAL COUNSEL AND SECRETARY
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders
to Be Held on
We are making this Notice of Annual Meeting, this Proxy Statement, our 2023 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
Proxy Statement |
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Table of Contents |
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Corporate Governance |
1 |
Item 1- Election of Directors |
1 |
Key Governance Practices |
8 |
Board Leadership Structure |
8 |
Director Independence |
9 |
Compensation Committee Interlocks and |
|
Insider Participation |
9 |
Stockholder Views |
9 |
Board's Role in Risk Oversight |
9 |
Sustainability Oversight and Activities |
12 |
Other Board Matters |
13 |
Director Compensation |
14 |
Certain Relationships and Related Person Transactions |
15 |
Security Ownership by Certain Beneficial Owners and |
|
Management |
16 |
Equity Compensation Plan Information |
18 |
Audit Matters |
19 |
Item 2- Ratification of Appointment of Independent Auditor.19 |
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Audit Committee Report |
20 |
Executive Compensation |
21 |
Compensation Discussion and Analysis |
21 |
Overview of Our Executive Compensation Program |
22 |
2023 Compensation |
24 |
CompensationDecision-MakingProcess |
30 |
Comparative Market Assessment |
31 |
Compensation Committee Report |
32 |
Executive Compensation Tables |
33 |
Item 3 - Advisory Vote to Approve the Compensation of Our |
|
Named Executive Officers |
42 |
Pay versus Performance |
43 |
CEO Pay Ratio Disclosure |
47 |
Questions and Answers About the Annual Meeting |
48 |
Exhibits |
A-1 |
Exhibit A: Information RegardingNon-GAAPMeasures |
A-1 |
Exhibit B: Resources |
B-1 |
FREQUENTLY REFERENCED
TOPICS
Board Diversity
Director Qualifications
Board Skills and
Experience
Key Governance Practices
Board's Role in Risk
Oversight
Sustainability Oversight and Activities
Compensation Discussion and Analysis
Key Executive Compensation Practices
2023 Summary Compensation Table
1
2
3
8
9
12
21
23
33
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
Item 1 - Election of Directors
Corporate Governance
ITEM 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
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
Board Diversity
Our Board nominees reflect diversity of gender, race/ethnicity, tenure, nationality, age, professional background and viewpoints. Of our nine director nominees, three are women and two are racially/ethnically diverse. We are committed to maintaining a diverse and inclusive Board. Our Board has adopted the "Rooney Rule" for director searches. Under this policy, our Governance Guidelines provide that, when recruiting director candidates, the Nominating/Governance Committee includes, and requests that any search firm it engages include, qualified women and racially/ethnically diverse persons in the pool from which new director nominees are chosen. The Committee actively seeks Board members from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. The Committee assesses the effectiveness of the Board's diversity search policy as part of its annual review process.
Board Nominees and Vote Required
Upon the recommendation of the Nominating/Governance Committee, the Board has nominated our Chairman and Chief Executive Officer (CEO) and each of the additional eight individuals listed below to hold office until the next annual meeting and the election and qualification of their successors or, if earlier, until their resignation, death or removal. Other than
Each director nominee who receives more "FOR" votes than "AGAINST" votes at the Annual Meeting will be elected. Abstentions will have the same effect as a vote "AGAINST." Any incumbent director nominee who receives a greater number of votes "AGAINST" election than votes "FOR" election is required to tender an offer of resignation for consideration by the Nominating/Governance Committee in accordance with our Governance Guidelines.
2024 PROXY STATEMENT |
1 |
Item 1 - Election of Directors
Director 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.
Finance / |
Risk |
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Non-Management |
CEO / COO |
Capital |
Change |
Management / |
Sales and |
Insurance |
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Director Nominees |
Experience |
Markets |
Management |
Governance |
Marketing |
International |
Industry |
Independence |
|
X |
X |
X |
X |
X |
X |
X |
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|
X |
X |
X |
X |
X |
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X |
X |
X |
X |
X |
X |
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|
X |
X |
X |
X |
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(Lead Independent Director) |
X |
X |
X |
X |
X |
X |
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|
X |
X |
X |
X |
X |
X |
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|
X |
X |
X |
X |
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|
X |
X |
X |
X |
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These percentages include our Chairman and CEO,
The Board recommends that you vote "FOR" the election of each of the director nominees listed below
2
Item 1 - Election of Directors
Age: 74
Director since: 2013
Committee Memberships:
- Compensation (Chair)
- Nominating/Governance
Public Company Boards: 3
Independent
Age: 61
Public Company Boards: 2
Independent
Career Highlights
NortheTrust Corporation (1990-2012)
Global financial holding company
- Vice Chairman
- President,
Personal Financial Services o Member, Management Committee
Current Public Company Boards
NextEra Energy, Inc. (1998-present)o Lead Director
o Executive Committee
o Compensation Committee
oGovernance & Nominating Committee Prudential Insurance mutual funds (2013-present)o Independent trustee or director of various funds o Vice Chair, Investment Review Committee
oGovernance & Nominating Committee o Compliance Committee
Career Highlights
NextEra Energy, Inc. (2011-2024)
Electric power and clean energy company
- Executive Vice President, Human Resources and Corporate Services
-
o Vice President and Chief Operating Officer,
Florida Power & Light Company o Vice President of Integrated Supply Chain General Electric Company (prior to 2011)
Global conglomerate
- Senior Vice President of Global Operations for
Vendor Financial Services ,GE Capital
- Other senior roles in manufacturing and product development,
GE Aircraft Engines
Current Public Company Boards
- Mid-America
Apartment Communities, Inc. (2023-present)o Compensation Committee
o Nominating & Corporate Governance Committee
Previous Public Company Boards
Terminix Global Holdings, Inc. (2019-2022)o Chair, Compensation Committee
oEnvironmental, Health and Safety Committee
Other Board Experience
- Association to Advance Collegiate Schools of Business (2019-present)o Executive Committee
o Chair,Global Business Practices Council
2024 PROXY STATEMENT |
3 |
Item 1 - Election of Directors
Age: 61
Director since: 2021
Committee Memberships:
- Audit
- Risk and Compliance
Public Company Boards: 2
Independent
Age: 76
Director since: 2014
Committee Memberships:
- Risk and Compliance
Public Company Boards: 1
Career Highlights
Africa.com LLC (2010-present)
-
o Chair and Chief Executive Officer
Goldman Sachs & Co. (Prior to 2010)
Global financial services firm
- 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 CommitteeCim 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
Career Highlights
The Benfield Group (1988-2008)
Reinsurance and risk intermediary company
- Chairman
- Managing Director
Previous Public Company Boards
- Omega
Insurance Holdings Limited (2010-2012) -London Stock Exchange o Chairman Brit PLC (1996-2000) -London Stock Exchange o Chairman
Other Board Experience
Lloyd's of London (2001-2006)o Deputy Chairman
o Member of CouncilRoodlane Medical Ltd. (2007-2011)o Non-Executive Chairman
Community Involvement
- A
U.K. citizen,Mr. Coldman was appointed an Officer of the Order of the British Empire (OBE) in the Queen's Birthday Honours List 2017, for "services to business, young people, and charity."
4
Item 1 - Election of Directors
Age: 72
Director since: 1986
Public Company Boards: 1
Chairman Since 2006
Age: 67
Director since: 2003
Committee Memberships:
- Compensation
- Nominating/Governance
- Risk and Compliance
Public Company Boards: 1
Independent Lead Director since 2016
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)
oBoard of Trustees
Community Involvement
Mr. Gallagher was granted Freedom of theCity 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.
Career Highlights
Aryzta AG , now Aspire Bakeries (2018-2021)
Global food business
-
o Non-Executive Chairman,
North America o Chief Executive Officer,North America Barry Callebaut AG (2009-2017)
Cocoa and chocolate products manufacturer
-
o President and Chief Executive Officer,
Americas o Member, Global Executive Committee Michael Foods, Inc. (2007-2009)
Food processor and distributor
-
o President, Chief Executive Officer and Board Member o Chief Operating Officer
Kraft Foods Global, Inc. (prior to 2007)
Global food and beverage company
- President,
Kraft Foods North America o Member, Management Committee
o Other senior roles in marketing, strategy, operations, procurement and general management
Other Board Experience
OC Flavors, Inc. (2022-present)Jacobs Holding AG (2018-2021)oBoard of Advisors Michael Foods, Inc. (2008-2009)
2024 PROXY STATEMENT |
5 |
Item 1 - Election of Directors
Age: 49
Director since: 2020
Committee Memberships:
- Nominating/Governance
(Chair) - Compensation
Public Company Boards: 1
Independent
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 fromBaxter International Inc. in 2015 and was acquired byShire plc in 2016
Global healthcare and pharmaceutical companies
- Head of Immunology (2015-2017)
- 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
- General Manager,
Lilly Australia and New Zealando Other senior roles
Community Involvement
Butler University (2021-present)oBoard 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
Career Highlights
The AZEK Company, Inc. (2019-2021)
Building products company
-
o Senior Vice President and Chief Financial Officer
Newell Brands, Inc. (2016-2018)
Global consumer goods company
-
o Executive Vice President and Chief Financial Officer
Tiffany & Co. (2014-2016)
Global luxury jewelry company
-
o Executive Vice President and Chief Financial Officer
Cigna Corporation (2011-2013)
Global healthcare and insurance company
-
o Chief Financial Officer
Alberto Culver, Inc. (2007-2011)
Beauty products company
-
o Executive Vice President and Chief Financial Officer
Kraft Foods, Inc. (prior to 2007)
Global food and beverage company
- Senior Vice President of Corporate Audito Other senior financial management roles
Other Board Experience
- GPA Global (2023-present)
-
- Chair, Audit Committee
Cooper's Hawk Winery & Restaurants (2021-present)-
- Chair, Audit Committee
6
Attachments
Disclaimer
Arthur J.
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