Chris Miskel
Arthur J. Gallagher &About Chris Miskel
Independent director since 2020 (age 50), currently Chair of the Nominating/Governance Committee and a member of the Compensation Committee. He is President & CEO of Versiti, Inc., with prior senior roles at Baxter/Baxalta/Shire and Eli Lilly; his background emphasizes strategy, sales/marketing, healthcare privacy/cybersecurity, and navigating complex regulatory environments . The Board has affirmatively determined he is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Versiti, Inc. | President & Chief Executive Officer | 2017–present | Leads healthcare blood products supplier; brings healthcare privacy/cybersecurity expertise |
| Baxalta (spun from Baxter), acquired by Shire | Head of Immunology | 2015–2017 | Senior leadership in large-scale pharma strategy |
| Baxter International | VP, Plasma Strategy & New Products, Global BioTherapeutics; VP, U.S. BioScience National Accounts | 2013–2015 | Strategy and commercial execution in biotherapeutics |
| Eli Lilly and Company | General Manager, Australia & New Zealand; other senior roles | Prior to 2013 | International general management and commercial leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Butler University | Board of Trustees | 2021–present | Governance expertise in academia |
| Medical College of Wisconsin | Board of Directors | 2018–present | Healthcare governance |
| Public company boards | Director count | 1 | AJG discloses “Public Company Boards: 1” (company not named in proxy) |
Board Governance
- Committee assignments: Chair, Nominating/Governance (met 3 times in 2024; members all independent); Member, Compensation (met 5 times in 2024; independent; used Pearl Meyer as consultant) .
- Independence: Board concluded Miskel is independent (all directors except the CEO and John Coldman) .
- Attendance/engagement: Board met 12 times in 2024; all current directors attended ≥75% of aggregate Board/committee meetings and the 2024 annual meeting .
- Executive sessions: Regular executive sessions at Board and committee levels under lead independent director governance framework .
Fixed Compensation
| Component | 2023 | 2024 | Notes |
|---|---|---|---|
| Cash retainer | $125,000 | $130,000 | Increased in 2024 per Pearl Meyer benchmark review |
| Committee chair fee (Nominating/Gov) | $20,000 | $20,000 | No change |
| Independent Lead Director fee (not applicable to Miskel) | $35,000 | $40,000 | Structural context |
| Fees earned (Miskel actual) | $138,750 | $148,750 | Miskel elected to defer cash retainer |
Performance Compensation
Directors at AJG receive time-based RSUs; no performance-based equity (no PSUs/options for directors). Vesting is one year (or immediate upon Board departure). Miskel elected to defer RSUs under the Deferral Plan for Nonemployee Directors .
| Equity Grant (RSUs) | Grant Date | # RSUs | Grant-Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| Annual RSUs | May 9, 2023 | 920 | $198,794 | 1-year (or upon departure) | Elected deferral |
| Annual RSUs | May 7, 2024 | 850 | $208,267 | 1-year (or upon departure) | Elected deferral |
Other Directorships & Interlocks
- Compensation Committee interlocks: None. AJG disclosed no interlocking relationships or Item 404 related-party relationships for Compensation Committee members (includes Miskel) in 2024 and 2023 .
- Public boards: AJG reports Miskel serves on 1 public company board; no interlocks with AJG disclosed .
Expertise & Qualifications
- Senior executive experience setting strategy at Lilly, Baxter/Baxalta/Shire; CEO of Versiti; extensive sales/marketing and healthcare privacy/cybersecurity knowledge; experienced in complex regulatory environments .
- Board skills matrix: CEO/COO experience, change management, risk management/governance, sales/marketing, international experience; independent .
Equity Ownership
| Date (Record) | Shares of Common Stock | Notional Stock Units (Deferral Plan) | Unvested RSUs Included (accelerate upon Board departure) | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|---|
| March 18, 2024 | 5,641 (incl. direct + plan holdings) | 1,470 | 920 | 6,561 | <1% |
| March 17, 2025 | 7,123 (incl. direct + plan holdings) | 1,977 | 850 | 7,973 | <1% |
- Stock ownership guidelines: Directors with ≥5 years of service are expected to own ≥5× the cash retainer; all directors with ≥5 years meet guidelines (Miskel reached ~5 years by 2025, guideline applies thereafter) .
- Hedging/pledging: Hedging prohibited; no pledges of common stock by directors allowed per AJG policies .
Governance Assessment
- Strengths: Independent director with relevant healthcare, privacy/cybersecurity, and international experience; chairs Nominating/Gov (succession planning, independence standards, related-party review) and sits on Compensation (pay design oversight; external consultant; risk review). Solid attendance and engagement disclosures; director pay structure largely equity-based enhances alignment .
- Alignment signals: Miskel defers cash retainer and RSUs (long-term equity alignment). Beneficial ownership increased year-over-year (6,561 → 7,973), though percentage remains de minimis given AJG’s float .
- Shareholder support context: Strong say-on-pay approvals (90.3% in 2024; 92.5% in 2023) indicate broad shareholder confidence in compensation governance overseen by the Compensation Committee (includes Miskel) .
- RED FLAGS: None disclosed specific to Miskel. Broader related-party employment exposures exist among Gallagher family members and certain executives/directors’ relatives, but Nominating/Gov reviews and approves per policy; no Item 404 issues tied to Miskel .
Implications: As Nom/Gov Chair, Miskel is central to board refreshment, independence standards, and conflicts oversight—a positive for governance quality. His deferral elections and equity-based director pay support long-term alignment, with no disclosed conflicts or hedging/pledging.
Director Compensation Summary (Miskel)
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $138,750 | $148,750 |
| Stock Awards ($) | $198,794 | $208,267 |
| Total ($) | $337,544 | $357,017 |
| Cash Retainer (structural) | $125,000 | $130,000 |
| Nom/Gov Chair Fee (structural) | $20,000 | $20,000 |
| RSUs Granted (#) | 920 | 850 |
| Deferral Elections | Deferred cash and RSUs | Deferred cash and RSUs |
Board Effectiveness & Risk Oversight Context
- Committees’ meeting cadence (2024): Audit 8; Compensation 5; Nominating/Gov 3; Risk & Compliance 4—providing structured coverage of financial integrity, pay design, governance/related-party review, and ERM (including AI/cyber) .
- Audit Committee expertise: All members meet heightened independence; multiple “financial experts” designated under SEC rules (not Miskel’s committee, but complements board effectiveness) .
- Sustainability oversight distributed across committees; Nom/Gov monitors governance developments and board diversity search policy (Rooney Rule) under Miskel’s chairship .
Related Party Transactions & Conflicts
- Process: Written policy; legal review; Nom/Gov Committee approval; factors assessed include nature, materiality, terms vs third-party, impairment of judgment, ordinary course, and conflicts provisions of Global Standards .
- 2024 disclosures: Extensive family employment relationships for CEO and certain executives/directors; compensation deemed commensurate; none involve Miskel .
- Compensation Committee interlocks: None involving Miskel .
Say-on-Pay & Shareholder Feedback
- Approval rates: 90.3% in 2024; 92.5% in 2023 .
- Engagement: Management and Board engaged with holders representing >50% of outstanding shares on governance, sustainability, and executive compensation .
Notes on Policies Relevant to Alignment
- Director stock ownership guidelines (≥5× cash retainer) and significant equity-based pay .
- Insider Trading Policy and Section 16 compliance: Company assists reporting; compliance timely in 2024; regular executive sessions; robust governance materials posted .
- Hedging/pledging prohibited; clawback policies apply to executives (context for Compensation Committee oversight) .