David Johnson
Arthur J. Gallagher &About David Johnson
David Johnson (age 68) is AJG’s Independent Lead Director and a non-management, independent director serving since 2003; he sits on the Compensation, Nominating/Governance, and Risk & Compliance Committees, and has served as Independent Lead Director since 2016 . He brings senior executive experience in global businesses, with core credentials in corporate governance and executive compensation best practices, change management, and regulatory navigation . The Board has affirmed his independence under NYSE standards and AJG’s Governance Guidelines .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Aryzta AG, now Aspire Bakeries | Non-Executive Chairman, North America; CEO, North America | 2018–2021 | Led change management across complex regulatory environments |
| Barry Callebaut AG | President & CEO, Americas; Member, Global Executive Committee | 2009–2017 | Senior executive leadership in a global manufacturer; governance and operational expertise |
| Michael Foods, Inc. | President, CEO & Board Member; COO | 2007–2009 | Food processing/distribution leadership; board-level experience |
| Kraft Foods Global, Inc. | President, Kraft Foods North America; Member, Management Committee; senior roles in marketing/strategy/operations/procurement/general management | Prior to 2007 | Large-scale operations oversight and strategic roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Mosaic Flavors | Board experience | 2022–present | Other board experience (company not specified as public in proxy) |
| Jacobs Holding AG | Board of Advisors | 2018–2021 | Advisory board role (private) |
| Michael Foods, Inc. | Board Member | 2008–2009 | Prior board service |
| Public Company Boards (count) | 1 | — | Count includes AJG; no additional current external public board disclosed |
Board Governance
- Independence and roles: The Board concluded Johnson is independent; he serves as Independent Lead Director, acting as liaison with the Chair/CEO, presiding over executive sessions, approving agendas/information, consulting with committee chairs, leading conflict situations, and conducting the annual Chair evaluation .
- Attendance: The Board met 12 times in 2024; all current directors attended at least 75% of aggregate Board/committee meetings, and all directors then-serving attended the 2024 Annual Meeting .
- Committees and activity:
- Compensation Committee: Met 5 times in 2024; members included Sherry Barrat (Chair), Deborah Caplan, David Johnson, and Chris Miskel; each member meets heightened NYSE independence requirements .
- Risk & Compliance Committee: Met 4 times in 2024; members included Norman Rosenthal (Chair), Teresa Clarke, John Coldman, Richard Harries, and David Johnson; oversees ERM, compliance, cybersecurity/AI risks, incident response, ethics, and legal/regulatory matters .
- Nominating/Governance Committee: Johnson is a member; responsibilities include director candidate evaluation and board refresh .
- Compensation Committee interlocks: None requiring disclosure; no related-party relationships under Item 404 for Compensation Committee members (including Johnson) .
- Stockholder signals: Say-on-pay approval was 90.3% in 2024; Board/management engaged stockholders representing >50% of outstanding shares during the year .
- Executive sessions: Non-management/independent directors meet regularly in executive sessions at the beginning and end of each Board meeting; full-Board executive sessions are chaired by the Independent Lead Director .
Fixed Compensation
Program structure (non-employee directors; 2024 changes):
| Component | 2024 Value/Terms | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Increased from $125,000 |
| Equity grant target | $200,000 | Increased from $190,000; granted as RSUs |
| Independent Lead Director (ILD) fee | $40,000 | Increased from $35,000 |
| Audit Chair fee | $35,000 | Increased from $30,000 |
| Compensation Chair fee | $25,000 | Unchanged |
| Risk & Compliance Chair fee | $25,000 | Unchanged |
| Nominating/Governance Chair fee | $20,000 | Unchanged |
| Deferral election | Available for cash retainer and RSUs | Deferred into notional stock units with dividend equivalents; settled in stock |
Director-specific (2024):
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| David Johnson | 167,500 | 208,267 | 375,767 |
Performance Compensation
Director equity awards and terms:
| Grant Date | Type | Units | Vesting | Grant Date Fair Value ($) | Performance Metrics |
|---|---|---|---|---|---|
| May 7, 2024 | RSUs | 850 | Vest on first anniversary; vest immediately upon director’s departure from Board | 208,267 (full grant-date fair value) | None disclosed; director RSUs are time-based (no performance conditions) |
Notes:
- All non-management directors had 850 unvested RSUs outstanding at 12/31/2024 (except Richard Harries at 669 due to proration), confirming time-based vesting without performance metrics .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current external public company boards | None disclosed beyond AJG; “Public Company Boards: 1” appears to include AJG |
| Committee interlocks | None requiring disclosure for Compensation Committee (includes Johnson) |
| Related person transactions | Reviewed under AJG’s Related Person Transactions Policy; no material related-person transactions requiring disclosure for Compensation Committee members |
Expertise & Qualifications
- Johnson’s qualifications include knowledge of corporate governance and executive compensation best practices, plus senior executive experience in global businesses, with demonstrated change management and capability navigating complex regulatory environments .
- As Independent Lead Director, he provides leadership in executive sessions, agenda/information oversight, chair evaluations, and conflict management—core duties supporting board effectiveness .
Equity Ownership
| Holder | Shares of Common Stock | Unvested RSUs Included (vest upon departure) | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| David Johnson | 44,783 | 850 | 45,633 | * Less than 1% |
Ownership alignment framework:
- Directors with ≥5 years of service must own stock equal to 5x the cash portion of the annual director retainer; all directors with five or more years of service meet these guidelines (Johnson qualifies on tenure) .
- Deferral Plan for Nonemployee Directors converts deferred retainers/RSUs into notional stock units with dividend equivalents, settled in common stock upon specified date or departure .
- AJG’s Insider Trading Policy includes hedging provisions; policy filed as Exhibit 19 to the 2024 10-K .
Governance Assessment
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Strengths:
- Proven independence and long-tenured leadership as Independent Lead Director overseeing executive sessions, agendas, and chair evaluations—enhancing oversight in a combined Chair/CEO structure .
- Active, engaged governance: committee service on Compensation, Nominating/Governance, and Risk & Compliance; strong attendance culture with Board meeting cadence (12 in 2024) and ≥75% attendance by all directors .
- Pay program calibrations to market via independent consultant (Pearl Meyer), lifting retainer and equity values to approximately the 50th–75th percentile benchmarks—aligning director pay competitiveness and maintaining significant equity mix .
- Ownership alignment: guideline compliance for long-tenured directors (including Johnson), with RSUs vesting on time-based schedule and deferral mechanisms reinforcing long-term alignment .
- No Compensation Committee interlocks or related-party exposures requiring disclosure—mitigating conflict risks .
-
Watch items / potential risks:
- Combined Chairman/CEO structure persists; while AJG emphasizes the Independent Lead Director role for counterbalance, investors may continue to monitor independence and efficacy of executive sessions and ILD prerogatives .
- Time-based RSUs for directors (no performance conditions) are typical but may be scrutinized by some investors favoring longer vesting or holding requirements; AJG offsets with ownership guidelines and deferral features .
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Shareholder sentiment signals:
- Strong support for executive compensation (say-on-pay 90.3% in 2024) and broad shareholder engagement (>50% of shares outstanding engaged on governance/compensation/sustainability) support investor confidence in board oversight .