ARTHUR J GALLAGHER (AJG)
Sector: Financials
2026 Annual Meeting Analysis
ARTHUR J GALLAGHER · Meeting: May 12, 2026
Directors FOR
9
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Joined in 2024 (within 24 months of the meeting), so she is exempt from the TSR trigger; she has relevant senior executive and human resources experience and no overboarding or attendance concerns.
AJG's 3-year price return of +21.9% against the company-disclosed peer group benchmark falls 35.9pp below the peer median, well within the 65pp threshold required to trigger an against vote for a strong-positive TSR company; no overboarding, attendance, or independence concerns identified.
AJG's 3-year TSR underperforms the peer median by 35.9pp, which is below the 65pp threshold required to trigger an against vote given AJG's strong-positive absolute 3-year TSR; Coldman brings deep international insurance expertise and holds only one public board seat.
Joined in 2024 (within 24 months of the meeting), so he is exempt from the TSR trigger; he brings over 35 years of insurance industry experience and no overboarding or attendance concerns.
AJG's 3-year TSR underperforms the peer median by 35.9pp, below the 65pp threshold for a strong-positive TSR company, so the TSR trigger does not fire; as CEO and executive director he holds only one public board seat and no independent governance concerns are identified.
The 3-year peer underperformance gap of 35.9pp does not meet the 65pp threshold required to trigger an against vote given AJG's strong-positive absolute 3-year TSR; Johnson serves as Independent Lead Director with a clearly defined role and holds only one public board seat.
The TSR trigger does not apply given the 35.9pp gap is below the 65pp threshold; Miskel brings senior executive and healthcare industry experience with no overboarding or attendance concerns.
The TSR trigger does not apply; Nicoletti has deep CFO-level financial expertise appropriate for his role as Audit Committee Chair, holds one public board seat, and has no independence or attendance concerns.
The TSR trigger does not apply given the 35.9pp gap is well below the 65pp threshold; Rosenthal has extensive insurance and financial services experience and holds only one public board seat.
All nine nominees receive a FOR vote. AJG's absolute 3-year price return of +21.9% places it in the strong-positive TSR band, which requires a 65pp gap versus the peer group median to trigger an against vote; the actual gap is only 35.9pp, so the TSR trigger does not fire for any director. Two directors (Caplan and Harries) joined in 2024 and are independently exempt from the TSR trigger as new directors within 24 months. No overboarding, independence, attendance, or qualification concerns were identified for any nominee.
Say on Pay
✓ FORCEO
Pat Gallagher
Total Comp
$20,745,060
Prior Support
91.2%%
CEO Pat Gallagher received total compensation of approximately $20.7 million in 2025, which is consistent with benchmarks for a CEO of a large-cap ($55.6 billion) financial services company given AJG's exceptional revenue and earnings growth during the year. The pay structure is heavily weighted toward variable, performance-linked pay: roughly 75% of the CEO's long-term incentive compensation consists of performance stock awards tied to a three-year adjusted earnings-per-share growth target, stock options that vest over three to five years, and a deferred equity plan that does not vest until age 62 — all of which meaningfully align executive outcomes with long-term shareholder interests. Prior-year say-on-pay support was a strong 91.2%, the company achieved 20.7% revenue growth and 25.7% adjusted earnings growth in 2025, and there are no concerns about a clawback policy, pay-for-performance misalignment, or excessive fixed pay as a share of total compensation.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
53 yrs
Audit Fees
$11,826,000
Non-Audit Fees
$2,931,000
Ernst & Young has audited Arthur J. Gallagher since 1973 — a relationship of approximately 53 years — which far exceeds the 25-year tenure threshold that triggers an against vote under this policy. The non-audit fee ratio (audit-related fees of $1,669,000 plus tax fees of $1,251,000 plus other fees of $11,000, totaling $2,931,000 in non-audit fees divided by audit fees of $11,826,000) is approximately 25%, which is well within the acceptable 50% limit, so that screen does not raise a concern. However, the extraordinary length of the auditor relationship — more than half a century — raises meaningful questions about whether EY can maintain the independence and fresh perspective that shareholders deserve, and the proxy does not provide a specific and compelling rationale (such as an active multi-year rotation plan) to justify continued engagement despite this tenure.
Overall Assessment
The 2026 Arthur J. Gallagher annual meeting presents three standard proposals. Director elections and say-on-pay both receive FOR votes — the board slate is clean with no TSR, overboarding, or independence concerns, and the executive compensation program is well-structured with strong performance linkage and 91.2% prior-year shareholder support. The sole against vote is on auditor ratification, driven entirely by Ernst & Young's extraordinary 53-year tenure with the company, which far exceeds the 25-year policy threshold and is not offset by any disclosed rotation plan or compelling retention rationale.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing