AJG Arthur J Gallagher and Company

On behalf of our Board of Directors, I invite you to attend our 2023 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 2022. On a combined basis, our core brokerage and risk management segments produced adjusted revenue¹ growth of 24.3% (to $8.4 billion) and adjusted EBITDAC¹ growth of 18.4% (to $2.5 billion). We achieved organic revenue growth of 10.2% in our core brokerage and risk management segments, our highest in two decades, improving upon last year’s outstanding organic revenue growth performance. We completed acquisitions representing $246.5 million in estimated annualized revenue and made significant progress integrating the treaty reinsurance brokerage operations of Willis Towers Watson plc (Willis Re). I am pleased to report that during a year of integration, the acquired Willis Re operations exceeded our full-year 2022 pro forma financial performance expectations and were substantially assimilated into Gallagher Re. It was truly a fantastic year for our franchise, and I am excited about our future.

Board Contributions to Strategy and Risk Oversight. 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. I am grateful to our directors for their dedicated service and I encourage you to support each director nominee on this year’s ballot.

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 environmental, social and governance (ESG) 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 concern for our stockholders.

ESG. In 2022, we published an updated Climate Disclosure Report, which includes a goal of Net Zero emissions in our direct operations (Scope 1 and Scope 2) by 2050. We also continued to make progress on inclusion and

diversity. Among other initiatives, we continued to strengthen Gallagher Connect Partners, an inclusive network of insurance firms strategically selected to best serve our clients’ risk management, insurance and supplier diversity needs.

Our Unique Culture. Now, more than ever, I believe that our culture 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. Our ability to create long-term value for stockholders depends upon our most important asset, our people. As a testament to our people and their commitment to doing business the right way, this past month we were recognized by the Ethisphere Institute for the 13th time as one of the World’s Most Ethical Companies®.

Looking Ahead. During the course of 2022, clients added exposures and coverages to their existing insurance programs, payrolls and covered lives increased, demand for our benefits consulting services grew, and we experienced growth in new arising claim counts within our claims handling business. We believe increases in property/casualty rates will continue throughout 2023 due to rising loss costs, higher reinsurance pricing (particularly in property catastrophe), increased frequency of catastrophe losses and social inflation. While there are positive indications for our business, there are also potential challenges and uncertainty stemming from geopolitical instability, inflation and rising interest rates. As we have done throughout our history, I believe our team will rise to the occasion and meet the challenges that come our way in 2023. With more than 43,000 colleagues continuing to deliver the very best insurance and risk management advice to clients and prospects, day-in and day-out, I am confident that we are positioned for another outstanding year.

As you read these proxy materials, you will see that Kay McCurdy is not standing for re-election to our Board. Over her 17 years as a director we saw a period of sustained growth for our company. She contributed meaningfully to our financial success and, as importantly, to maintaining our unique culture. I want to personally express my deep gratitude for her years of service and friendship.

On behalf of our Board of Directors, thank you for your continued support. We look forward to welcoming you at our 2023 Annual Meeting.

Sincerely,

J. Patrick Gallagher, Jr.

Chairman of the Board,

President and Chief Executive Officer

1     See Exhibit B for reconciliations of non-GAAP measures.

Voting Items

•  Elect each of the 9 nominees named in the accompanying Proxy Statement as directors to hold office until our 2024 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, 2023 (Item 2)

FOR

•  Approve, on an advisory basis, the compensation of our named executive officers (Item 3)

FOR

•  Vote, on an advisory basis, on the frequency of holding future advisory stockholder votes to approve the compensation of our named executive officers (Item 4)

1 YEAR

•  Approve the Amendment to the Company’s Amended and Restated Certificate of Incorporation to Limit the Liability of Certain Officers as Permitted by Law (Item 5)

FOR

Proxy Statement

Table of Contents

2023 PROXY STATEMENT

Non-Management

Directors

CEO

Experience

Finance /

Capital

Markets

Risk

Management /

Governance

Sales and

Marketing

Insurance

Industry

Gender
Diversity

Racial /

Ethnic

Diversity

Independence

Sherry S. Barrat

William L. Bax

Teresa H. Clarke

D. John Coldman

David S. Johnson

(Lead Independent Director)

Christopher C. Miskel

Ralph J. Nicoletti

Norman L. Rosenthal

Age: 73

Director since: 2013

Independent

Committee Memberships:

•  Compensation (Chair)

•  Nominating/Governance

•  Risk and Compliance

Public Company Boards: 3

SHERRY S. BARRAT

Ms. Barrat retired in 2012 as Vice Chairman of Northern Trust Corporation, a global financial holding company headquartered in Chicago, Illinois. She assumed the role of Vice Chairman in March 2011. From 2006 to 2011, Ms. Barrat served as President of Northern Trust’s personal financial services business, which provides asset management, fiduciary, estate and financial planning, and private banking services to individuals and families around the world. During her 22-year career at Northern Trust, Ms. Barrat served in various other leadership roles and as a member of the Northern Trust Management Committee. Since 1998, Ms. Barrat has served as a director of NextEra Energy, Inc., one of the largest publicly traded electric power companies in the United States, where she serves as Lead Director and on the compensation, governance & nominating and executive committees. Since 2013, Ms. Barrat has also served as an independent trustee or director of certain Prudential Insurance mutual funds, where she serves as vice chair of the investment review committee and a member of the governance & nominating and compliance committees.

Skills and Qualifications

Ms. Barrat’s qualifications to serve on our Board and chair our Compensation Committee include her executive management, operational and financial experience, in particular her deep understanding of the financial services industry and her experience leading a global client service and sales organization. Her roles at Northern Trust, NextEra and Prudential Insurance mutual funds have given her experience navigating complex and changing regulatory environments. She also has significant experience with change management, including planning and implementing a CEO succession plan as part of NextEra’s board.

Age: 79

Director since: 2006

Independent

Committee Memberships:

•  Audit

•  Risk and Compliance (Chair)

Public Company Boards: 1

WILLIAM L. BAX

Mr. Bax was Managing Partner of the Chicago office of PricewaterhouseCoopers (PwC), an international accounting, auditing and consulting firm, from 1997 until his retirement in 2003, and was a partner in the firm for 26 years. Mr. Bax previously served as a director of Sears, Roebuck & Co., a publicly traded retail company, from 2003 to 2005; Andrew Corporation, a publicly traded communications products company, from 2006 to 2007; and mutual fund companies Northern Funds/Northern Institutional Funds, from 2006 to 2018.

Skills and Qualifications

Mr. Bax’s qualifications to serve on our Board and as Chair of our Risk and Compliance Committee include his 26 years as a partner and six years as head of PwC’s Chicago office, his tenure on the boards of two public companies and his experience advising public companies on accounting and disclosure issues.

2023 PROXY STATEMENT

Age: 60

Director since: 2021

Independent

Committee Memberships:

•  Audit

Public Company Boards: 2

TERESA H. CLARKE

Since 2010, Ms. Clarke has served as Chair and CEO of Africa.com LLC, a holding company with various digital media assets showcasing Africa-related content. Prior to 2010, Ms. Clarke was a managing director in the investment banking division at Goldman Sachs & Co., a publicly traded financial services firm. During her tenure of over twelve years at Goldman Sachs, she led corporate finance and merger & acquisition transactions for corporate clients in the industrials and real estate sectors. Since 2021, Ms. Clarke has served as a director and audit committee member of American Tower Corporation, a publicly traded global real estate investment trust that owns, operates and develops multi-tenant communications real estate. From 2016 to 2020, Ms. Clarke served as a director of Change Financial Limited, an Australian Stock Exchange publicly traded fintech company, where she served as Board Chair and as a member of the Audit Committee. From 2016 to 2020, she also served as a director of Cim Group Ltd, a Mauritius Stock Exchange publicly traded financial services company, where she served as a member of the corporate governance committee.

Skills and Qualifications

Ms. Clarke’s qualifications to serve on our Board include her extensive international and financial services expertise, particularly in the areas of corporate finance and mergers & acquisitions. In addition, her roles leading or overseeing technology companies have given her valuable experience in change management, including navigating changing regulatory environments and pivoting businesses to take advantage of new technologies.

Age: 75

Director since: 2014

Committee Memberships:

•  Risk and Compliance

Public Company Boards: 1

D. JOHN COLDMAN, OBE

Mr. Coldman began his career at WT Greig, a reinsurance broker. In 1988, he became Managing Director and in 1996 was appointed Chairman of The Benfield Group, the world’s leading independent reinsurance and risk intermediary, until its acquisition by Aon Corporation in 2008. From 2001 to 2006, Mr. Coldman served as Deputy Chairman and a Member of Council of Lloyd’s of London. He is also a past Chairman of Brit PLC, a publicly traded global specialty insurer and reinsurer, from 1996 to 2000, and Omega Insurance Holdings Limited, a publicly traded insurance and reinsurance group, from 2010 to 2012. Mr. Coldman served as the non-executive Chairman of Roodlane Medical Ltd., a privately held healthcare services provider, from 2007 to 2011. 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.”

Skills and Qualifications

Mr. Coldman’s qualifications to serve on our Board include his international insurance industry knowledge, his experience within the Lloyd’s and London marketplaces, his experience with public company matters and mergers and acquisitions, and his significant expertise in reinsurance.

Age: 71

Director since: 1986

Chairman of the Board Since:

2006

Public Company Boards: 1

J. PATRICK GALLAGHER, JR.

Mr. Gallagher has spent his entire career with Arthur J. Gallagher & Co. in a variety of management positions, starting as a Production Account Executive in 1974, then serving as Vice President of Operations from 1985 to 1990, as President and Chief Operating Officer from 1990 to 1995, and as President and Chief Executive Officer since 1995. From 2011 to 2019, Mr. Gallagher served on the board of directors of InnerWorkings, Inc., a global, publicly traded provider of managed print, packaging and promotional solutions, where he was appointed to its compensation and nominating/governance committees.

Skills and Qualifications

Mr. Gallagher is the only member of management serving on the Board. His 49 years of experience with our company and 37 years of service on the Board, his deep knowledge of our company and the insurance industry and his extensive leadership experience greatly enhance the Board’s decision making and enable Mr. Gallagher to serve as a highly effective Chairman of the Board.

Age: 66

Director since: 2003

Independent Lead Director

Since : 2016

Committee Memberships:

•  Compensation

•  Nominating/Governance

•  Risk and Compliance

Public Company Boards: 1

DAVID S. JOHNSON

Mr. Johnson served as Chief Executive Officer of North America for Aryzta AG, a publicly traded global food business, from 2018 to 2020, and as Non-Executive Chairman from January 2020 to February 2021. From 2009 to 2017, he served as President and Chief Executive Officer of the Americas for Barry Callebaut AG, the world’s largest manufacturer of cocoa and chocolate products, where he also served on the global executive committee. Mr. Johnson served as President and Chief Executive Officer, and as a member of the board, of Michael Foods, Inc., a food processor and distributor, from 2008 to 2009, and as Michael Foods’ President and Chief Operating Officer from 2007 to 2008. From 1986 to 2006, Mr. Johnson served in a variety of senior management roles at Kraft Foods Global, Inc., a global food and beverage company, most recently as President of Kraft Foods North America, and as a member of Kraft Foods’ Management Committee. Prior to that, he held senior positions in marketing, strategy, operations, procurement and general management at Kraft Foods.

Skills and Qualifications

Mr. Johnson’s qualifications to serve on our Board and as Lead Director include his experience as a senior executive of global businesses and his knowledge of corporate governance and executive compensation best practices. These roles provided him with significant experience in change management and navigating complex regulatory environments.

2023 PROXY STATEMENT

Age: 48

Director since: 2020

Independent

Committee Memberships:

•  Audit

•  Nominating/Governance

Public Company Boards: 1

CHRISTOPHER C. MISKEL

Since 2017, Mr. Miskel has served as President and Chief Executive Officer of Versiti, Inc., one of the largest independent blood products supply companies in the United States. From 2013 to 2017, Mr. Miskel served in senior management roles at Baxter International Inc., a publicly traded healthcare company, Baxalta Incorporated, which spun off from Baxter in July 2015, and Shire plc, which acquired Baxalta in June 2016. During this period, Mr. Miskel served as Vice President, U.S. BioScience National Accounts from 2013 to 2014, as Vice President, Plasma Strategy and New Product Development from 2014 to 2015, and as Head – Immunology from 2015 to 2017. Prior to 2013, he served in roles of increasing responsibility at Eli Lilly and Company, a publicly traded healthcare company.

Skills and Qualifications

Mr. Miskel’s qualifications to serve on our Board include his senior executive experience, his involvement in setting strategy for large businesses such as Lilly, Baxter, Baxalta and Shire, his extensive sales and marketing experience, and his knowledge of the healthcare industry and related privacy and cybersecurity issues. His senior roles in the pharmaceutical industry have also provided him with experience navigating complex and changing regulatory environments.

Age: 65

Director since: 2016

Independent

Committee Memberships:

•  Audit (Chair)

Public Company Boards: 1

RALPH J. NICOLETTI

Mr. Nicoletti served as Senior Vice President and Chief Financial Officer of The AZEK Company, Inc., a publicly traded building products company, from January 2019 to August 2021. Prior to joining AZEK, Mr. Nicoletti served as Executive Vice President and Chief Financial Officer of Newell Brands, Inc., a publicly traded consumer goods company, from June 2016 to December 2018; as Executive Vice President and Chief Financial Officer of Tiffany & Co., a publicly traded jewelry business, from April 2014 to May 2016; and as Executive Vice President and Chief Financial Officer of Cigna Corporation, a publicly traded global health services and insurance company, from 2011 to 2013; and of Alberto Culver, Inc., a publicly traded manufacturer and distributor of beauty products, from 2007 to 2011. Prior to that, Mr. Nicoletti held a number of financial management positions at Kraft Foods, Inc., finishing his tenure there as Senior Vice President of Corporate Audit. Mr. Nicoletti also serves as a member of the Board and Chair of the Audit Committee of Cooper’s Hawk Winery & Restaurants.

Skills and Qualifications

Mr. Nicoletti’s qualifications to serve on our Board and chair our Audit Committee include his experience as a senior executive of global businesses, his deep financial management expertise, capital markets experience and his experience managing privacy and cybersecurity issues.

Age: 71

Director since: 2008

Independent

Committee Memberships:

•  Audit

•  Risk and Compliance

Public Company Boards: 1

NORMAN L. ROSENTHAL, PH.D.

Since 1996, Dr. Rosenthal has been President of Norman L. Rosenthal & Associates, Inc., a management consulting firm that specializes in the property and casualty insurance industry. He is also an affiliated partner of Lindsay Goldberg LLC, a private equity firm. Dr. Rosenthal served on the board and as a member of the compensation committee of National Interstate Corporation, a publicly traded insurance company specializing in commercial transportation exposures, from June 2015 until it was acquired by another insurance company in November 2016. He currently serves on the board of The Plymouth Rock Company, a privately held group of auto and homeowners’ insurance companies, as well as that of its subsidiary, Plymouth Rock Management Company of New Jersey. Prior to 1996, Dr. Rosenthal spent 15 years as a securities analyst in the property and casualty insurance industry at Morgan Stanley & Co., finishing his tenure there as Managing Director. Dr. Rosenthal holds a Ph.D. in Business and Applied Economics, with an insurance focus, from the Wharton School of the University of Pennsylvania.

Skills and Qualifications

Dr. Rosenthal’s qualifications to serve on our Board include his extensive experience in the insurance and finance industries, including extensive experience serving on public company boards of insurance, reinsurance and reinsurance services companies, and his experience as a securities analyst in his prior executive roles at Morgan Stanley.

2023 PROXY STATEMENT

Independent Lead Director Duties & Responsibilities

Act as a liaison between the Chairman and the independent directors

Be available for consultation and communication with stockholders as appropriate

Call and preside over executive sessions of the independent directors without the Chairman or other members of management present

Consult with the Chairman and approve Board meeting agendas and schedules

Consult with the Chairman and approve information provided to the Board

Consult with committee chairs with respect to agendas and information needs relating to committee meetings

Work closely with and act as an advisor to the Chairman; be available to discuss with other directors concerns about the company or the Board and relay those concerns, where appropriate, to the Chairman or other members of the Board; and be familiar with corporate governance best practices

Provide leadership to the Board if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict

Conduct the annual performance evaluation of the Chairman and CEO in his capacity as Chairman and, together with the Nominating/Governance Committee, evaluate the Board as a whole and review the contributions of each Board member

Perform such other duties and responsibilities as the Board may determine

2023 PROXY STATEMENT

Met 7 times in 2022

Committee Members:

•  Ralph J. Nicoletti (Chair)

•  William L. Bax

•  Teresa H. Clarke

•  Christopher C. Miskel

•  Norman L. Rosenthal

Audit Committee

The Audit Committee’s responsibilities include general oversight of the integrity of our financial statements; finance activities; our compliance with legal and regulatory requirements; our independent registered public accounting firm’s qualifications and independence; the performance of our internal audit function and independent registered public accounting firm; and, in coordination with the Risk and Compliance Committee, enterprise risk assessment and management. The Audit Committee manages our relationship with our independent registered public accounting firm and is responsible for the appointment, retention, termination and compensation of the independent auditor.

Internal Audit

The Committee oversees an internal audit department, the head of which reports directly to the Committee (on matters other than day-to-day operations). The internal audit department is independent from management and the Committee defines its responsibilities. Among other things, the purpose of the department is to bring a systematic and disciplined approach to evaluating and improving the effectiveness of our risk management, control and governance processes. The internal audit department evaluates the effectiveness of our risk management processes, performs consulting and advisory services for us related to risk management, and reports significant risk exposures to the Audit Committee or Risk and Compliance Committee, as appropriate.

Independence and Audit Committee Financial Experts

Each member of the Audit Committee meets the additional heightened independence and other requirements of the NYSE listing standards and SEC rules. In addition, the Board has determined that each of Messrs. Bax, Nicoletti and Rosenthal and Ms. Clarke qualifies as an “audit committee financial expert” under SEC rules.

Met 5 times in 2022

Committee Members:

•  Sherry S. Barrat (Chair)

•  David S. Johnson

•  Kay W. McCurdy

Compensation Committee

The Compensation Committee’s responsibilities include reviewing and approving compensation arrangements for our executive officers, including our CEO; reviewing the company’s strategies and policies related to human capital management; and reviewing our overall compensation structure to avoid incentives that promote excessive risk-taking by executive officers and other employees (see “Compensation Risk Oversight” below). The Compensation Committee engaged a compensation consultant to assist it in carrying out its duties and responsibilities in 2022. The Committee has the sole authority to retain and terminate such compensation consultant and the sole authority to approve such consultant’s fees and other retention terms. For more information regarding the role of the Committee’s compensation consultant in setting compensation, see page 30.

Compensation Risk Oversight

The Committee reviews our overall compensation policies and practices to determine whether our program provides incentives for executive officers and other employees to take excessive risks. Based upon an analysis conducted by management and discussions between management and the Committee, the Committee has determined that our compensation policies and practices do not present risks that are likely to have a material adverse effect on us or our business. In reaching this determination, the Committee and management noted the following:

(i) no single business unit bears a disproportionate share of our overall risk profile;

(ii)   no single business unit is significantly more profitable than the other business units;

(iii)  our compensation practices are substantially consistent across all business units both in the amount and types of compensation awarded;

(iv) substantially all of our revenue-producing employees are sales professionals whose compensation is tied to the amount of revenue received by the company;

(v)  our annual cash incentive program caps payouts at 200% of target awards; and

(vi) our performance share units (PSUs) are capped at 200% of target awards and are based on average performance over a three-year measurement period.

In addition, a significant portion of our senior executives’ compensation is deferred and invested in Gallagher stock through our Deferred Equity Participation Plan and our senior executives own significant amounts of Gallagher stock. Stock options vest on the third, fourth and fifth anniversaries of the grant date and restricted stock units (RSUs) vest on the fifth anniversary of the grant date. Based on the above, the Committee believes that our compensation practices help ensure that no single year’s results and no single corporate action has a disproportionate effect on senior executives’ annual compensation, and encourage steady and consistent long-term performance by our senior executives.

Independence

Each member of the Compensation Committee meets the additional heightened independence and other requirements of the NYSE listing standards.

2023 PROXY STATEMENT

Met 3 times in 2022

Committee Members:

•  Kay W. McCurdy (Chair)⁽¹⁾

•  Sherry S. Barrat

•  David S. Johnson

•  Christopher C. Miskel

Nominating/Governance Committee

The Nominating/Governance Committee’s responsibilities include identifying qualified Board and Board committee candidates; engaging in succession planning for the Board and key leadership roles on the Board and its committees; recommending changes to the Board’s size and composition; reviewing and making recommendations to the Board with respect to outside director compensation; recommending director independence standards and governance guidelines; and reviewing legal and regulatory compliance risks relating to corporate governance, including the company’s political contributions and lobbying activities. The Committee also reviews related person transactions to evaluate whether our directors and executive officers have conflicts of interest that could interfere with their ability to carry out their duties to the company.

Independence

Each member of the Nominating/Governance Committee is independent under NYSE standards.

(1) At its meeting on May 9, 2023, the Board will appoint a new Chair of the Nominating/Governance Committee and a new member of the Compensation Committee to replace Ms. McCurdy. Updated information after such date will be available at www.ajg.com/ir, under the heading “Corporate Governance.”

Met 4 times in 2022

Committee Members:

•  William L. Bax (Chair)

•  Sherry S. Barrat

•  D. John Coldman

•  David S. Johnson

•  Kay W. McCurdy

•  Norman L. Rosenthal

Risk and Compliance Committee

The Risk and Compliance Committee’s responsibilities include reviewing the company’s enterprise risk management program, including risk identification, risk appetite, risk assessment and risk mitigation; reviewing management’s approach to identify and prioritize the company’s most significant risk exposures and discussing with management the steps that have been taken to mitigate and monitor such exposures; reviewing the company’s management of risks related to cybersecurity and information security; receiving regular reports from the company’s Chief Information Officer and/or Chief Information Security Officer regarding the overall status of the company’s cybersecurity and information security programs; reviewing the company’s business continuity and crisis management framework, including the company’s incident response plans; and reviewing the company’s ethics and compliance program, including the company’s Global Standards of Business Conduct and significant legal and regulatory compliance matters.

2023 PROXY STATEMENT

Name

Fees Earned

or Paid in Cash

($)⁽¹⁾

Stock Awards

($)⁽²⁾

All Other

Compensation

Total     

($)     

Sherry S. Barrat

William L. Bax

Teresa H. Clarke

D. John Coldman

David S. Johnson

Kay W. McCurdy

Christopher C. Miskel

Ralph J. Nicoletti

Norman L. Rosenthal

Mr. Miskel has elected to defer cash retainer payments pursuant to the Deferral Plan for Nonemployee Directors.

This column represents the full grant date fair value of RSUs granted in 2022 in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, except that in accordance with SEC rules, any estimate for forfeitures is excluded from, and does not reduce, such amounts. For additional information on the valuation assumptions with respect to awards of RSUs, refer to Note 12 to our consolidated financial statements in the Annual Report on Form 10-K for the year ended December 31, 2022. Each director had 1,030 unvested RSUs outstanding as of December 31, 2022. Messrs, Bax, Miskel, Nicoletti and Ms. Clarke have elected to defer RSU awards pursuant to the Deferral Plan for Nonemployee Directors.

For consulting services provided to a U.K. subsidiary through September 2022 in connection with Gallagher Re, our reinsurance brokerage operation, and the integration of the Willis Re operations. This consulting arrangement was terminated in September 2022.

Nature of the related person’s interest in the transaction

Material transaction terms, including the amount involved

Whether the transaction is on terms no less favorable than could have been reached with an unrelated third party

For employment arrangements that require disclosure under Item 404 of Regulation S-K, whether compensation is commensurate with that of other employees with equivalent qualifications and responsibilities and holding similar positions

Importance and potential benefits of the transaction to the related person and to the company

Whether the transaction would impair a director or executive officer’s judgment to act in the company’s best interest

Whether the transaction was undertaken in the ordinary course of business

Any other matters the Committee deems appropriate, including the conflicts of interest and corporate opportunity provisions of our Global Standards of Business Conduct.

2023 PROXY STATEMENT

Common Stock Issuable Within 60

Days of March 13, 2023

Name

Shares of

Common

Stock⁽¹⁾

Restricted Stock

Units ⁽²⁾

Total Beneficial

Ownership

Percent of

Common Stock

Outstanding

5% Stockholders

The Vanguard Group ⁽³⁾

100 Vanguard Blvd.

Malvern, PA 19355

BlackRock, Inc. ⁽⁴⁾

55 East 52nd Street

New York, NY 10055

Named executive officers, directors and nominees

Pat Gallagher

Doug Howell

Tom Gallagher

Scott Hudson

Walt Bay

Sherry S. Barrat

William L. Bax

Teresa H. Clarke

D. John Coldman

David S. Johnson

Kay W. McCurdy

Christopher C. Miskel

Ralph J. Nicoletti

Norman L. Rosenthal

All directors and executive officers as a group (21 people)

Less than 1%

Includes “notional stock units” held under our Supplemental Plan (see page 34) for executive officers. Under this plan, some of our executive officers have deferred equity awards upon vesting or elected to invest other deferred amounts into a Gallagher common stock fund. These deferred notional stock units are included because the plan permits participants to elect to move in and out of the Gallagher common stock fund and, as a result, participants have investment power with respect to the underlying shares.

All non-management director unvested RSUs vest immediately upon a director’s departure from the Board, and are included because a director could depart the Board at his or her discretion and acquire rights to the underlying stock within 60 days.

Share total obtained from a Schedule 13G/A filed on February 9, 2023 by The Vanguard Group. Vanguard disclosed that it had sole voting power with respect to zero of these shares, shared voting power with respect to 295,147 shares, sole investment power with respect to 25,263,056 shares, and shared investment power with respect to 861,146 shares.

Share total obtained from a Schedule 13G/A filed on February 3, 2023 by BlackRock, Inc. BlackRock disclosed that it had sole voting power with respect to 15,253,138 of these shares and sole investment power with respect to the full number of shares disclosed.

Includes 57,891 notional stock units (see footnote (1) above); 218,485 shares held in trust for the benefit of his children by his wife, Anne M. Gallagher, and another, as trustees, and over which he has shared voting and shared investment power; 241,756 shares held in a revocable trust of which his wife is the sole trustee and over which he has no voting or investment power and therefore disclaims beneficial ownership; 255,965 shares held by Elm Court LLC, a limited liability company of which the voting LLC membership interests are owned by Pat Gallagher and the non-voting LLC membership interests are owned by a grantor retained annuity trust of which Pat Gallagher is the trustee; 94,888 shares held in an irrevocable trust of which he is the sole trustee; 23,448 shares held in trust for the benefit of his children of which he is the sole trustee; and 294 shares held in his 401(k) account.

Includes 197,714 notional stock units (see footnote (1) above); 3,165 shares held by his wife, over which he has no voting or investment power and therefore disclaims beneficial ownership; and 294 shares held in his 401(k) account.

Includes 12,233 notional stock units (see footnote (1) above); 62,295 shares held in a grantor retained annuity trust of which he is the sole beneficiary; 117,360 shares held in trusts for the benefit of his children, of which his wife is the sole trustee, and over which he has no voting or investment power and disclaims beneficial ownership; 32,428 shares held by his wife, over which he has no voting or investment power; 66,709 shares held in an irrevocable trust of which he is the sole trustee; and 294 shares held in his 401(k) account.

Includes 2,791 notional stock units (see footnote (1) above) and 215 shares held in his 401(k) account.

Includes 9,216 notional stock units (see footnote (1) above) and 294 shares held in his 401(k) account.

Includes 838 notional stock units held under our Deferral Plan for Nonemployee Directors (see page 14).

Includes 2,500 shares held in a joint brokerage account with Caryl G. Rosenthal and 2,000 shares held in a joint brokerage account with Marisa F. Rosenthal. Dr. Rosenthal has shared voting and investment power with respect to these shares.

2023 PROXY STATEMENT

(a)

Plan Category

Equity compensation plans approved by security holders

Equity compensation plans not approved by security holders

Total

This amount includes the following:

8,250,330 shares that may be issued in connection with outstanding stock options;

203,830 shares that may be issued in connection with earned PSUs, and unearned PSUs valued at target levels; and

2,059,113 unvested RSUs.

Indicates the weighted average exercise price of the outstanding stock options included in column (a).

This amount includes the following:

13,428,404 shares available under the 2022 Long-Term Incentive Plan; and

5,338,708 shares available under our Employee Stock Purchase Plan.

This amount represents deferred RSUs under the Restricted Stock Plan, an equity compensation plan not approved by stockholders under which we have outstanding awards. All of our directors, officers and employees were eligible to receive awards under the plan, which provided for the grant of contingent rights to receive shares of our common stock. Awards under the plan were granted at the discretion of the Compensation Committee. Each award granted under the plan represents the right of the holder of the award to receive shares of our common stock, cash or a combination of shares and cash, subject to the holder’s continued employment with us for a period of time after the grant date of the award. The Compensation Committee determined each recipient of an award under the plan, the number of shares of common stock subject to such an award and the period of continued employment required for the vesting of such award. The last year we made awards under this plan was 2009.

2022

2021

Audit Fees⁽¹⁾

Audit-Related Fees⁽²⁾

Tax Compliance Fees⁽³⁾

Tax Advisory Fees⁽⁴⁾

All Other Fees⁽⁵⁾

Totals

Audit fees include fees associated with the annual audit of our company and our subsidiaries and the effectiveness of internal control over financial reporting, the review of our Quarterly Reports on Form 10-Q and Annual Report on Form 10-K, and statutory audits required internationally.

Audit-related fees principally include issuance of service auditor reports (SOC 1 and SOC 2) related to operations at several of our subsidiaries, due diligence in connection with acquisitions, debt and equity issuance comfort letter procedures and advisory work related to our compliance with foreign statutory requirements.

Tax compliance fees include fees associated with the preparation of our annual Federal, state and international tax returns.

Tax advisory fees include tax advice and tax planning related to Federal, state and international tax matters.

All other fees principally include fees for access to an online accounting information database.

2023 PROXY STATEMENT

2023 PROXY STATEMENT

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 a significant portion of other executive officers’ long-term incentive compensation, are tied to three-year growth in adjusted EBITDAC per share.

Stockholder Alignment

•  PSUs, stock options, restricted stock units (RSUs) 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 Gallagher stock and are subject to stock ownership guidelines (six times salary for the CEO, four times for the Chief Financial Officer and three times for the other executive officers). All of our executive officers are currently in compliance with our guidelines.

Attract and Retain
World-Class Talent

•  Compensation elements and award opportunities enable us to compete effectively for executive talent.

•  The Committee engages a 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.

2023 PROXY STATEMENT

Compensation Element

Objective

Key Features

Base Salary

Recognize the experience and expertise of our named executive officers and compensate them for fulfilling the duties and responsibilities of their positions

Base salaries reflect internal pay equity considerations and may be increased from time to time based on job performance, promotion into a new role, expansion of duties, or market conditions

See 2022 Compensation Actions for the 2022 base salary decisions for our named executive officers

Annual Cash Incentives

Reward strong operational and financial performance that further short-term strategic objectives

Maximum annual cash incentive opportunities are tied to significant growth in adjusted revenue and adjusted EBITDAC. Final awards are subject to the Compensation Committee’s discretion and are determined by such Committee based on various factors, including the company’s organic revenue growth, individual or division performance, changes in accounting standards, economic or business conditions, inclusion and diversity objectives, adherence to our culture values or similar matters

See page 25 for more information

Long-Term Incentives

PSUs, stock options and RSUs

Tie a significant portion of compensation to our long-term performance, promote retention of named executive officers and align the financial interests of named executive officers with those of stockholders

PSUs, stock options and RSUs each tie named executive officers’ long-term wealth to the performance of our stock while multi-year vesting requirements reinforce sustainable value creation and promote retention of key executive officers

No RSUs were granted to named executive officers in 2022, but Walt Bay and Doug Howell have outstanding RSUs granted in prior fiscal years

See pages 25 to 29 for more information

Deferred Equity Participation Plan (DEPP)

Promote retention of named executive officers and align their financial interests with those of stockholders

Vesting of awards is delayed until named executive officers reach age 62, and for one-year increments after such age

Each named executive officer has made irrevocable elections to invest their awards in a fund representing our common stock

See page 34 for more information

Adjusted Revenue Growth

0% to 2.49%

2.5% to 4.99%

5% to 7.49%

7.5% to 9.99%

≥ 10%

Adjusted

EBITDAC

Growth*

    0% to 4.99%    

100%

100%

100%

100%

100%

    5% to 9.99%    

100%

100%

125%

125%

150%

    10% to 13.99%    

100%

125%

150%

150%

175%

    14% to 19.99%    

100%

125%

150%

175%

200%

    ≥20%    

100%

150%

175%

200%

200%

We define “adjusted EBITDAC” for our annual cash incentives and PSUs as follows: EBITDAC for the brokerage and risk management segments excluding (i) gains on sales of books of business, (ii) lease abandonment and workforce termination charges, and (iii) the effect of foreign currency translation. Unlike adjusted EBITDAC as presented in our most recent earnings release, in this context the measure does not exclude acquisition integration costs.

incentivize our executive officers to make business decisions that align with the long-term interests of our stockholders,

hold our executive officers accountable for integration expenses associated with our merger and acquisition activity, and

provide strong line of sight between operating decisions and the annual cash incentives earned by our executive officers.

incentivizes our executive officers to make business decisions that align with the long-term interests of our stockholders,

holds our executive officers accountable for integration expenses associated with our merger and acquisition activity,

provides strong line of sight between operating decisions and the long-term incentives earned by our executive officers, and

by calculating it on a per-share basis, ensures that we maintain an optimal capital structure and act as effective stewards of our stockholders’ investment.

2023 PROXY STATEMENT

Named Executive

Officer

Target Percent      

of Salary      

Target Grant

Amount

Performance      

Share Units      

Stock      

Options      

Pat Gallagher

360%      

    $

4,680,000

75%      

25%      

Doug Howell

125%      

    $

1,187,500

60%      

40%      

Tom Gallagher

125%      

    $

1,250,000

60%      

40%      

Scott Hudson

125%      

    $

937,500

60%      

40%      

Walt Bay

125%      

    $

931,250

60%      

40%      

Pat Gallagher – Chairman and CEO

Performance

The Compensation Committee believes that Pat Gallagher performed extremely well in 2022, leading the company to 24.3% adjusted revenue growth, 18.4% adjusted EBITDAC growth and 14.1% adjusted EBITDAC per share growth in our combined brokerage and risk management segments (for definitions of these measures see Annual Cash Incentives above). Gallagher’s total return to stockholders in 2022 was 12.4%. This performance compares favorably to the S&P 500, which had a negative total shareholder return of (18.1)%.

In addition, the Committee recognized the following aspects of Mr. Gallagher’s performance:

Organic growth. The company achieved 10.2% organic revenue growth during the year, 9.7% in the brokerage segment and 13.3% in the risk management segment.

Mergers and acquisitions. The company completed 37 acquisitions, representing $246.5 million in total acquired annualized revenue.

Gallagher Re. The company made significant progress integrating the Wills Re acquisition, the largest and most complex acquisition in the company’s history. In addition, Gallagher Re’s financial results exceeded the company’s full-year 2022 pro forma financial projections at the time of the acquisition.

Quality and productivity. The company increased its adjusted EBITDAC margin 11 basis points to 32.1%.

Capital management. The company returned $429.5 million to stockholders as dividends, maintained significant liquidity and remained well within its debt covenants.

ESG. In 2022, the company released an updated Climate Disclosure Report, which includes a goal of Net Zero emissions in the company’s direct operations (Scope 1 and Scope 2) by 2050, updated carbon emissions disclosure, and other TCFD-aligned disclosures. Mr. Gallagher also made continued progress on inclusion and diversity, including with respect to Gallagher Connect Partners, an inclusive network of minority-, woman-, veteran-owned, and other diverse-certified insurance firms strategically selected to best serve our clients’ risk management, insurance and supplier diversity needs.

Culture. Despite the growing prevalence of remote work following the pandemic, Mr. Gallagher continued to effectively promote our culture to colleagues around the world. In addition, for the 13^th time, the company was recognized by Ethisphere as a World’s Most Ethical Company.

Based on Pat Gallagher’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2022:

Base salary – remained the same, at $1,300,000.

Annual cash incentive – $5,850,000, 200% of his target award.

2022 target PSU award – 22,550 PSUs with a grant date value of $3,575,528.

Stock option award – 35,825 stock options with an exercise price of $158.56 and a grant date value of $1,227,365.

DEPP award – $1,500,000.

Over the past three years, our total return to stockholders (including dividends) was 106.5%, while Pat Gallagher’s compensation increased by 58.4%. The Compensation Committee believes that Pat Gallagher’s compensation is appropriately aligned with the long-term interests of the company and its stockholders.

2023 PROXY STATEMENT

Doug Howell – Chief Financial Officer

Performance

The Compensation Committee evaluated Doug Howell’s performance in light of the company’s overall performance as described above for Pat Gallagher. In addition, the Compensation Committee considered the following items:

•  his contributions as a member of the senior management team to the company’s strong overall financial performance;

•  his leadership of expense saving initiatives, despite an inflationary environment, as well as the return of travel and other expenses post-pandemic, resulting in an increase of our adjusted EBITDAC margin of 11 basis points to 32.1%;

•  success in maintaining investment grade credit ratings from S&P and Moody’s in support of the company’s public debt; and

•  his leadership role in the integration of the Willis Re acquisition.

Based on Doug Howell’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2022:

Base salary – remained the same, at $950,000.

Annual cash incentive – $2,375,000, 200% of his target award.

2022 target PSU award – 4,580 PSUs with a grant date value of $726,205.

Stock option award – 14,545 stock options with an exercise price of $158.56 and a grant date value of $498,312.

DEPP award – $600,000.

Tom Gallagher – President, P/C Brokerage

Performance

In evaluating Tom Gallagher’s performance in 2022, the Compensation Committee considered the following items:

•  his contributions as a member of the senior management team to the company’s strong overall financial performance;

•  the strong financial performance of our global P/C brokerage business;

•  completion by our global P/C brokerage business of 24 acquisitions representing $175 million in acquired annualized revenue; and

•  his leadership role in the integration of the Willis Re acquisition.

Based on Tom Gallagher’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2022:

Base salary – remained the same, at $1,000,000.

Annual cash incentive – $2,500,000, 200% of his target award.

2022 target PSU award – 4,820 PSUs with a grant date value of $764,259.

Stock option award – 15,310 stock options with an exercise price of $158.56 and a grant date value of $524,521.

DEPP award – $600,000.

Scott Hudson – President, Risk Management

Performance

In evaluating Scott Hudson’s performance in 2022, the Compensation Committee considered the following items:

•  his contributions as a member of the senior management team to the company’s strong overall financial performance;

•  the strong financial performance of our risk management segment, including 14.6% adjusted revenue growth, 10.3% adjusted EBITDAC growth and 13.3% organic revenue growth; and

•  the ongoing diversification of our risk management segment’s book of business driven by significant growth in carrier and captive manager claims management outsourcing opportunities.

Based on Scott Hudson’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2022:

Base salary – increased from $700,000 to $750,000.

Annual cash incentive – $1,875,000, 200% of his target award.

2022 target PSU award – 3,615 PSUs with a grant date value of $573,194.

Stock option award – 11,480 stock options with an exercise price of $158.56 and a grant date value of $393,305.

DEPP award – $500,000.

Walt Bay – General Counsel and Secretary

Performance

In evaluating Walt Bay’s performance in 2022, the Compensation Committee considered the following items:

•  his contributions as a member of the senior management team to the company’s strong overall financial performance;

•  strong leadership of the company’s legal and compliance departments;

•  successful management of the company’s legal and reputational risks, including litigation, mergers and acquisitions and regulatory compliance issues;

•  his role as a strategic advisor to our Board, CEO and executive management team on key legal and business matters; and

•  his leadership role in the integration of the Willis Re acquisition.

Based on Walt Bay’s and the company’s performance, the Compensation Committee made the following compensation decisions for 2022:

Base salary – remained the same, at $725,000.

Annual cash incentive – $1,812,500, 200% of his target award.

2022 target PSU award – 3,590 PSUs with a grant date value of $569,230.

Stock option award – 11,405 stock options with an exercise price of $158.56 and a grant date value of $390,735.

DEPP award – $450,000.

2023 PROXY STATEMENT

2023 PROXY STATEMENT

Name and

Principal

Position

Salary

($)

Stock

Awards

($)⁽¹⁾

Option

Awards

($)⁽²⁾

Non-Equity

Incentive Plan

Compensation

($)⁽³⁾

Change in

Pension

Value and

Nonqualified

Deferred

Compensation

Earnings

($)⁽⁵⁾

All Other

Compensation

($)⁽⁶⁾

Total

($)

Pat Gallagher

Chairman, President and

Chief Executive Officer

Doug Howell

Chief Financial Officer