ARTHUR J. GALLAGHER & CO., DEF 14A filed on 3/23/2026
Proxy Statement (definitive)
v3.26.1
Cover
12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name ARTHUR J. GALLAGHER & CO.
Entity Central Index Key 0000354190
v3.26.1
Pay vs Performance Disclosure
12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Pay vs Performance Disclosure          
Pay vs Performance Disclosure, Table
Average
Summary
Compensation
Table Total for
Non-PEO
Named
Executive
Officers(3)
Average
Compensation
Actually Paid
to Non-PEO
Named
Executive
Officers(4)
Value of Initial Fixed $100
Investment Based On:
Year
Summary
Compensation
Table Total for
PEO(1)
Compensation
Actually Paid
to PEO(2)
Total
Shareholder
Return(5)
Peer Group
Total
Shareholder
Return(6)
Net
Income
(millions)
Adjusted
EBITDAC
Growth(7)
2025
$20,745,060
$31,447,358
$9,062,499
$10,288,104
$91.98
$93.06
$1,494
25.7%
2024
$17,449,042
$49,400,344
$6,559,832
$13,478,516
$127.35
$122.29
$1,470
20.7%
2023
$15,496,222
$32,997,722
$5,408,851
$9,743,063
$120.50
$108.60
$966
19.0%
2022
$14,194,926
$23,190,737
$4,953,048
$6,908,560
$112.43
$97.54
$1,116
18.4%
2021
$13,882,255
$36,172,141
$5,079,153
$11,580,235
$139.01
$141.53
$955
17.2%
       
Company Selected Measure Name Adjusted EBITDAC” growth        
Named Executive Officers, Footnote The dollar amounts reported in this column are the amounts reported for Pat Gallagher (the company’s Chairman and Chief Executive Officer) for
each of the corresponding years in the “Total” column of the Summary Compensation Table.
The dollar amounts reported in this column represent the average of the amounts reported for the company’s named executive officers as a group
(excluding Pat Gallagher) in the “Total” column of the Summary Compensation Table in each applicable year. The named executive officers
included for these purposes in each applicable year 2021 through 2023 are: Doug Howell, Tom Gallagher, Scott Hudson and Walt Bay. With respect
to year 2024 and 2025, the named executive officers included for these purposes are: Doug Howell, Tom Gallagher, Patrick Gallagher and
Walt Bay
       
Peer Group Issuers, Footnote Includes Aon plc; Marsh & McLennan Companies, Inc.; Willis Towers Watson plc; and Brown & Brown, Inc.        
PEO Total Compensation Amount $ 20,745,060 $ 17,449,042 $ 15,496,222 $ 14,194,926 $ 13,882,255
PEO Actually Paid Compensation Amount $ 31,447,358 49,400,344 32,997,722 23,190,737 36,172,141
Adjustment To PEO Compensation, Footnote (2)The dollar amounts reported in this column represent the amount of “compensation actually paid” to Pat Gallagher, as computed in accordance with
Item 402(v) of Regulation S-K and do not reflect total compensation actually realized or received. In accordance with these rules, these amounts
reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated
in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed
at the time of grant.
Compensation Actually Paid to PEO
2025
2024
2023
2022
2021
Summary Compensation Table Total
$20,745,060
$17,449,042
$15,496,222
$14,194,926
$13,882,255
Less, value of “Stock Awards” and “Option Awards”
reported in Summary Compensation Table
$8,812,895
$6,862,620
$5,377,616
$4,802,893
$5,492,149
Less, Change in Pension Value reported in Summary
Compensation Table
$194,116
$455
36,498
$
$19,063
Plus, year-end fair value of outstanding and unvested
equity awards granted in the year
$8,911,243
$11,298,539
$11,639,809
$7,503,151
$13,095,137
Plus, fair value as of vesting date of equity awards
granted and vested in the year
Plus (less), year over year change in fair value of
outstanding and unvested equity awards granted in
prior years
$6,388,426
$24,046,820
$12,000,551
$7,566,230
$14,263,150
Plus (less), year over year change in fair value of
equity awards granted in prior years that vested in the
year
$4,380,326
$3,435,413
$(762,443)
$(1,297,632)
$416,987
Plus, dividends or other earnings paid on awards in
the covered fiscal year prior to vesting if not otherwise
included in the Summary Compensation Table Total
for the covered fiscal year
$29,315
$33,605
$37,697
$26,954
$25,824
Less, prior year-end fair value for any equity awards
forfeited in the year
Plus, pension service cost for services rendered
during the year
Compensation Actually Paid to Pat Gallagher
$31,447,358
$49,400,344
$32,997,722
$23,190,737
$36,172,141
       
Non-PEO NEO Average Total Compensation Amount $ 9,062,499 6,559,832 5,408,851 4,953,048 5,079,153
Non-PEO NEO Average Compensation Actually Paid Amount $ 10,288,104 13,478,516 9,743,063 6,908,560 11,580,235
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in this column represent the average amount of “compensation actually paid” to the named executive officers as a
group (excluding Pat Gallagher), as computed in accordance with Item 402(v) of Regulation S-K. In accordance with these rules, these amounts
reflect “Total Compensation” as set forth in the Summary Compensation Table for each year, adjusted as shown below. Equity values are calculated
in accordance with FASB ASC Topic 718, and the valuation assumptions used to calculate fair values did not materially differ from those disclosed
at the time of the grant.
Average Compensation Actually Paid to Non-PEO
Named Executive Officers
2025
2024
2023
2022
2021
Summary Compensation Table Total
$9,062,499
$6,559,832
$5,408,851
$4,953,048
$5,079,153
Less, value of “Stock Awards” and “Option Awards”
reported in Summary Compensation Table
$3,160,005
$2,013,638
$1,235,470
$1,109,940
$1,322,515
Less, Change in Pension Value reported in Summary
Compensation Table
$22,539
$3
7,164
$
$48
Plus, year-end fair value of outstanding and unvested
equity awards granted in the year
$2,549,271
$2,850,887
$2,387,352
$1,578,828
$2,958,220
Plus, fair value as of vesting date of equity awards
granted and vested in the year
Plus (less), year over year change in fair value of
outstanding and unvested equity awards granted in
prior years
$771,965
$5,219,967
$3,439,861
$1,941,447
$4,681,938
Plus (less), year over year change in fair value of
equity awards granted in prior years that vested in the
year
$1,081,636
$855,486
$(258,894)
$(462,939)
$174,571
Plus, dividends or other earnings paid on awards in
the covered fiscal year prior to vesting if not otherwise
included in the Summary Compensation Table Total
for the covered fiscal year
$5,276
$5,985
$8,526
$8,115
$8,916
Less, prior year-end fair value for any equity awards
forfeited in the year
Plus, pension service cost for services rendered
during the year
Average Compensation Actually Paid to Non-PEO
Named Executive Officers
$10,288,104
$13,478,516
$9,743,063
$6,908,560
$11,580,235
       
Compensation Actually Paid vs. Total Shareholder Return
AJG_PXY_2026_cd&a_TSR.jpg
       
Compensation Actually Paid vs. Net Income
AJG_PXY_2026_cd&a_NetIncome.jpg
       
Compensation Actually Paid vs. Company Selected Measure
AJG_PXY_2026_cd&a_adjEBITDAC.jpg
       
Total Shareholder Return Vs Peer Group
AJG_PXY_2026_cd&a_TSR.jpg
       
Tabular List, Table
Most Important Measures in Determining NEO Pay
Adjusted EBITDAC growth
Adjusted Revenue growth
Adjusted EBITDAC per share growth
       
Total Shareholder Return Amount $ 91.98 127.35 120.50 112.43 139.01
Peer Group Total Shareholder Return Amount 93.06 122.29 108.60 97.54 141.53
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 1,494,000,000 $ 1,470,000,000 $ 966,000,000 $ 1,116,000,000 $ 955,000,000
Company Selected Measure Amount 0.257 0.207 0.190 0.184 0.172
PEO Name Pat Gallagher        
Additional 402(v) Disclosure Total Shareholder Return (TSR) is calculated by dividing (a) the sum of (i) the cumulative amount of dividends for the measurement period,
assuming dividend reinvestment, and (ii) the difference between the company’s share price at the end of each fiscal year shown and the beginning
of the measurement period, by (b) the company’s share price at the beginning of the measurement period. The beginning of the measurement
period for each year in the table is December 31 of the prior fiscal year.
Description of Relationships between Information Presented in Pay versus
Performance Table
As discussed in more detail under Overview of our Executive Compensation Program, an important part of the company’s executive
compensation program is pay-for-performance. While we use several performance measures to align executive compensation with
company performance, not all of those measures are presented in the Pay versus Performance table. We seek to promote the
long-term interests of the company and its stockholders and therefore the performance measures used by the company do not always
correspond directly to compensation actually paid for a particular year (as calculated in accordance with SEC rules). In accordance
with SEC rules, we are providing the following descriptions of the relationships between information presented in the Pay versus
Performance table.
Financial Performance Measures
Adjusted EBITDAC growth is the most important financial performance measure used to link (1) compensation actually paid to the
company’s named executive officers for the most recently completed fiscal year to (2) the company’s performance, although we also
consider adjusted revenue growth and adjusted EBITDAC per share growth in connection with final award determinations for annual
cash incentives and PSU payouts.
The measures used for both long-term and short-term incentive awards have been selected because the Compensation Committee
believes they incentivize our executive officers to make business decisions that align with the long-term interests of our stockholders
and act as effective stewards of our stockholders’ investment. We believe these measures hold our executive officers accountable for
integration expenses associated with our merger and acquisition activity and provide a strong connection between operating decisions
and cash incentives. Further, calculating adjusted EBITDAC growth on a per-share basis to determine PSUs awards encourages
executive officers to be prudent in the use of common stock to finance our merger and acquisition activity.
       
Measure:: 1          
Pay vs Performance Disclosure          
Name Adjusted EBITDAC growth        
Non-GAAP Measure Description Adjusted EBITDAC” growth as defined for our annual cash incentives and PSUs under Annual Cash Incentives and Long-Term Incentives.
See Exhibit A for reconciliations of non-GAAP measures.
       
Measure:: 2          
Pay vs Performance Disclosure          
Name Adjusted Revenue growth        
Measure:: 3          
Pay vs Performance Disclosure          
Name Adjusted EBITDAC per share growth        
PEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ (194,116) $ (455) $ (36,498) $ 0 $ (19,063)
PEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (8,812,895) (6,862,620) (5,377,616) (4,802,893) (5,492,149)
PEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 8,911,243 11,298,539 11,639,809 7,503,151 13,095,137
PEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 6,388,426 24,046,820 12,000,551 7,566,230 14,263,150
PEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 4,380,326 3,435,413 (762,443) (1,297,632) 416,987
PEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
PEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 29,315 33,605 37,697 26,954 25,824
Non-PEO NEO | Aggregate Change in Present Value of Accumulated Benefit for All Pension Plans Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (22,539) (3) (7,164) 0 (48)
Non-PEO NEO | Aggregate Pension Adjustments Service Cost          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount (3,160,005) (2,013,638) (1,235,470) (1,109,940) (1,322,515)
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 2,549,271 2,850,887 2,387,352 1,578,828 2,958,220
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 771,965 5,219,967 3,439,861 1,941,447 4,681,938
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 1,081,636 855,486 (258,894) (462,939) 174,571
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount 0 0 0 0 0
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year          
Pay vs Performance Disclosure          
Adjustment to Compensation, Amount $ 5,276 $ 5,985 $ 8,526 $ 8,115 $ 8,916
v3.26.1
Award Timing Disclosure
12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure Equity Award Grant Practices. The Committee has adopted a policy regarding the granting of equity-based awards, including stock
options and PSUs granted to named executive officers. Under the policy, annual equity awards are generally granted on March 1 and
other equity awards (such as retention, new hire or promotion awards) are granted on predetermined dates intended to be outside of
blackout periods under our Insider Trading Policy. However, in limited circumstances, the Board, Committee or General Counsel may
approve grants to be effective at other times, including in the event a predetermined date falls within a blackout period. During 2025,
we did not time or set the terms of equity awards to take advantage of the release of earnings or take into account other material
nonpublic information, and we did not time our disclosure of material nonpublic information to benefit award recipients.
Award Timing Method Under the policy, annual equity awards are generally granted on March 1 and
other equity awards (such as retention, new hire or promotion awards) are granted on predetermined dates intended to be outside of
blackout periods under our Insider Trading Policy. However, in limited circumstances, the Board, Committee or General Counsel may
approve grants to be effective at other times, including in the event a predetermined date falls within a blackout period.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered During 2025,
we did not time or set the terms of equity awards to take advantage of the release of earnings or take into account other material
nonpublic information, and we did not time our disclosure of material nonpublic information to benefit award recipients.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true