John Coldman
Arthur J. Gallagher &About John Coldman
John Coldman, OBE, is a seasoned insurance executive with deep London market and reinsurance expertise. He is age 77, has served on AJG’s board since 2014, and currently sits on the Risk and Compliance Committee; the board classifies him as not independent, one of only two non-independent directors alongside the CEO . His background includes senior leadership at Benfield Group and governance roles at Lloyd’s of London; he was appointed an Officer of the Order of the British Empire in 2017 for services to business, young people, and charity .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Benfield Group | Chairman; Managing Director | 1988–2008 | Built a leading reinsurance intermediary; significant M&A and public company experience |
| Lloyd’s of London | Deputy Chairman; Member of Council | 2001–2006 | Oversight in London market governance and risk |
| Roodlane Medical Ltd. | Non-Executive Chairman | 2007–2011 | Oversight of UK healthcare services business |
External Roles
| Organization | Role | Tenure | Public/Private |
|---|---|---|---|
| Omega Insurance Holdings Limited (LSE) | Chairman | 2010–2012 | Public company |
| Brit PLC (LSE) | Chairman | 1996–2000 | Public company |
Board Governance
- Independence: The board determined Coldman is not independent under NYSE and AJG standards; all other nominees except the CEO and Coldman are independent .
- Committee assignments: Risk and Compliance Committee member; committee met 4 times in 2024 and oversees ERM, cybersecurity (including AI risk), business continuity, and ethics/compliance programs .
- Attendance: The board met 12 times in 2024; all current directors attended at least 75% of aggregate board and applicable committee meetings and attended the 2024 annual meeting .
- Board leadership: CEO serves as Chair; David Johnson is Lead Independent Director with defined responsibilities and regular executive sessions held at board and committee levels .
Fixed Compensation
| Component | Detail | 2024 Amount |
|---|---|---|
| Cash fees | Fees earned or paid in cash | $128,750 |
| Equity grant | RSUs granted (annual director grant); grant date May 7, 2024; 850 RSUs vest on first anniversary or upon board departure | $208,267; 850 RSUs |
| Total | Cash + Stock awards | $337,017 |
- Program changes in 2024: Annual cash retainer increased from $125,000 to $130,000; equity grant target increased from $190,000 to $200,000; Lead Independent Director fee from $35,000 to $40,000; Audit Chair fee from $30,000 to $35,000; Compensation Chair and Risk & Compliance Chair fees remain $25,000; Nominating/Governance Chair $20,000 .
- Deferrals: Non-management directors may elect to defer cash retainers and/or RSUs into notional stock units under the Deferral Plan; RSUs vest immediately upon departure from the board .
Performance Compensation
- Structure: AJG does not disclose performance-based metrics for director compensation; non-management director equity grants are time-based RSUs with 1-year vesting (or upon departure) .
| Performance Metric | Applicable to Directors? | Notes |
|---|---|---|
| Financial/TSR/ESG hurdles | No | Director RSUs are time-vested; no performance conditions disclosed |
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Prior public boards | Omega Insurance Holdings Limited (Chair, 2010–2012); Brit PLC (Chair, 1996–2000) |
| London market governance | Lloyd’s of London Deputy Chair and Council member (2001–2006) |
| Interlock risk assessment | No related-person transactions disclosed for Coldman; AJG reviews and approves related-person transactions via its policy and Nominating/Governance Committee; several family employment relationships for executives/directors were disclosed and assessed as commensurate with peers |
Expertise & Qualifications
- Insurance and reinsurance expertise with extensive Lloyd’s/London market experience; public company leadership; M&A execution .
- Recognized with OBE for services to business, young people, and charity .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Shares owned (common) | 13,694 | As of March 17, 2025 |
| Unvested RSUs (vest immediately upon departure) | 850 | Included in beneficial ownership due to potential vest within 60 days upon departure |
| Total beneficial ownership | 14,544 | Less than 1% of shares outstanding |
| Shares outstanding (basis for %) | 255,734,802 | As of March 17, 2025 |
| Ownership guidelines | 5x cash retainer for directors with ≥5 years of service; all such directors meet guidelines | Coldman qualifies by tenure since 2014 |
- Hedging/pledging: AJG prohibits hedging and pledging of common stock by directors and executives; stock ownership guidelines apply to directors and executives .
Governance Assessment
-
Independence and potential conflicts: Coldman is classified as not independent, which reduces the proportion of independent oversight on the board; AJG’s formal related-person transaction review process mitigates broader conflict risks, and no Coldman-specific related-party exposures are disclosed .
-
Committee effectiveness: As a Risk and Compliance Committee member, Coldman participates in oversight of ERM, cybersecurity/AI, compliance, and crisis management—key risk domains for brokerage operations .
-
Director pay and alignment: Compensation is a balanced cash/equity mix with time-based RSUs; directors with ≥5 years must hold ≥5x cash retainer and are in compliance, supporting alignment; Coldman’s 2024 director comp totaled $337,017 and included 850 RSUs .
-
Attendance/engagement: Board met 12 times; all directors met ≥75% attendance and attended the annual meeting—adequate engagement signal .
-
Shareholder signals: Say-on-pay approval of 90.3% in 2024 indicates broad investor support for compensation governance .
-
RED FLAGS
- Non-independence: Coldman is one of two non-independent directors; rationale not specified, but status itself is a governance sensitivity for investors seeking majority independent boards .
- Family employment across management: Multiple executive/board family relationships exist at AJG; although reviewed and deemed commensurate, concentration of family ties is an ongoing governance watchpoint .
-
Mitigants
- Lead Independent Director structure, regular executive sessions, and robust committee oversight of risk, compliance, and sustainability .
- Director stock ownership guidelines and prohibition on hedging/pledging enhance alignment .