Deborah Caplan
Arthur J. Gallagher &About Deborah Caplan
Deborah Caplan (age 62) is an independent director of Arthur J. Gallagher & Co. (AJG), first elected in 2024. She serves on the Compensation Committee and the Nominating/Governance Committee. Her credentials include senior executive roles at NextEra Energy (EVP, HR & Corporate Services; former COO of Florida Power & Light) and prior leadership at GE Capital and GE Aircraft Engines, bringing deep operating, HR/compensation, change management, and governance experience. The Board’s skills matrix identifies her strengths in CEO/COO experience, change management, risk/governance, and international experience; she is designated independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NextEra Energy, Inc. | EVP, Human Resources & Corporate Services | 2013–2024 | Senior executive experience navigating complex regulatory and climate-related risks; governance and executive compensation insight. |
| Florida Power & Light Company (NextEra subsidiary) | VP & Chief Operating Officer | 2011–2013 | Extensive operational leadership. |
| NextEra Energy, Inc. | VP, Integrated Supply Chain | 2005–2011 | Supply chain leadership at scale. |
| General Electric Company (GE Capital, GE Aircraft Engines) | SVP Global Operations, Vendor Financial Services (GE Capital); senior roles in manufacturing/product development (GE Aircraft Engines) | Prior to 2005 | Global operations and manufacturing background. |
External Roles
| Company | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Mid-America Apartment Communities, Inc. (MAA) | Director | 2023–present | Chair, Compensation Committee; Member, Nominating & Corporate Governance Committee. |
| Valmont Industries, Inc. | Director | 2024–present | Member, Human Resources Committee. |
| Terminix Global Holdings, Inc. | Director (former) | 2019–2022 | Chair, Compensation Committee; Environmental, Health & Safety Committee. |
Board Governance
- Committee assignments at AJG (2024): Compensation Committee (met 5 times; all members independent per NYSE) and Nominating/Governance Committee (met 3 times; all members independent). Caplan is a member of both committees.
- Independence: The Board determined Caplan is independent; only the Chairman/CEO (Pat Gallagher) and John Coldman are not independent.
- Attendance/engagement: The Board met 12 times in 2024; all current directors attended at least 75% of aggregate Board and committee meetings, and all directors then serving attended the 2024 Annual Meeting.
- Board leadership/oversight: An Independent Lead Director (David Johnson) leads executive sessions at every regular Board meeting; responsibilities include agenda oversight, information flow, evaluation of the Chair, and acting as liaison with shareholders.
- Related-party oversight: The Nominating/Governance Committee reviews related person transactions and potential conflicts; no Compensation Committee interlocks or Item 404 related-party relationships were disclosed for 2024.
Fixed Compensation (Director)
- AJG adjusted director pay in 2024 following a Pearl Meyer benchmarking review: annual cash retainer increased from $125,000 to $130,000; annual equity grant target increased from $190,000 to $200,000; chair fees set at $40,000 (Lead Independent Director), $35,000 (Audit Chair), $25,000 (Compensation Chair), $25,000 (Risk & Compliance Chair), $20,000 (Nominating/Governance Chair).
- 2024 actual compensation for Caplan (partial-year as a 2024 appointee): $97,500 cash; $208,267 stock awards; total $305,767.
| Director Compensation (2024) | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $97,500 |
| Stock Awards (Grant-date FMV) | $208,267 |
| Total | $305,767 |
Notes:
- Directors may elect to defer cash retainers and RSUs into notional stock units under AJG’s Deferral Plan; distributions are in common stock at a specified date or upon Board departure.
Performance Compensation (Director)
- Equity vehicle and cadence: On May 7, 2024, each non-management director received 850 RSUs; RSUs vest on the first anniversary of grant or immediately upon a director’s departure from the Board.
- Performance metrics: AJG does not use performance-based equity for non-management directors; director equity is time-vested RSUs (no TSR/financial metrics).
| Equity Award Detail (2024) | Value |
|---|---|
| RSU grant date | May 7, 2024 |
| RSUs granted | 850 units |
| Vesting | 1-year time vest; accelerates upon Board departure |
| Performance metrics | None (time-based only) |
Other Directorships & Interlocks
- Current public company boards: MAA (Compensation Chair; Nominating & Corporate Governance); Valmont Industries (Human Resources).
- Prior public board: Terminix (Compensation Chair; EHS Committee).
- Interlocks/related-party: No interlocking relationships or Item 404 related-party transactions disclosed for Compensation Committee members (including Caplan) in 2024.
Expertise & Qualifications
- Board skills matrix flags for Caplan: CEO/COO experience, change management, risk management/governance, international experience; independent.
- Career highlights: Senior executive at NextEra Energy (EVP HR & Corporate Services; prior COO, FPL) with experience in complex regulated environments and climate-related risk; extensive HR/compensation governance perspective; prior GE leadership in global operations/manufacturing.
Equity Ownership (Alignment)
- Beneficial ownership as of March 17, 2025: 850 shares (via unvested RSUs, which vest upon departure and are thus included). Less than 1% of shares outstanding.
- Common shares directly held: none disclosed; RSUs: 850; options: none disclosed for directors.
- Director stock ownership guideline: After five years of service, directors are expected to hold stock equal to 5x the cash portion of the annual retainer; all directors with five or more years of service meet guidelines (Caplan joined in 2024 and is within the typical window to reach guidelines).
- Hedging/pledging: Company policies prohibit pledging of common stock by directors and prohibit hedging by directors, executive officers, and employees.
| Ownership Detail (as of 3/17/2025) | Amount |
|---|---|
| Common stock (direct/indirect) | — (none disclosed) |
| RSUs (counted in ownership due to vest-on-departure) | 850 |
| Stock options | — |
| Total beneficial ownership | 850 (<1% of outstanding) |
Governance Assessment
- Strengths for investor confidence: Independent status; active service on Compensation and Nominating/Governance Committees; Board-level policies prohibiting hedging and pledging; regular executive sessions led by an empowered Lead Independent Director; robust related-party oversight; strong 2024 say‑on‑pay support (90.3%).
- Engagement and attendance: Board met 12 times in 2024, with all current directors meeting the 75% attendance threshold and attending the 2024 Annual Meeting. This supports expected director engagement.
- Pay structure and alignment: Director compensation comprises fixed cash and time‑vested RSUs with a one‑year vesting cycle, plus meaningful ownership guidelines (5x cash retainer after five years). Caplan’s 2024 compensation aligns with program design; as a 2024 appointee her reported ownership is primarily in RSUs as of the record date.
- Conflicts/related parties: No Compensation Committee interlocks or Item 404 relationships disclosed for 2024; the Nominating/Governance Committee screens related person transactions. No pledging or hedging permitted. These are positive signals on conflict mitigation.
RED FLAGS: None disclosed specific to Caplan. Areas to monitor include time-to-guideline ownership given her 2024 start date (standard expectation is 5x cash retainer after five years) and potential time commitments across multiple boards, though the proxy reports adequate attendance and no interlocks/related‑party exposures.