Norman Rosenthal
Arthur J. Gallagher &About Norman Rosenthal
Independent director of Arthur J. Gallagher & Co. since 2008 (age 73), Dr. Rosenthal chairs the Board’s Risk and Compliance Committee and serves on the Audit Committee; the Board has designated him an “audit committee financial expert.” He is President of Norman L. Rosenthal & Associates (since 1996), an affiliated partner of private equity firm Lindsay Goldberg, and previously was a Managing Director and P&C insurance research analyst at Morgan Stanley. He holds B.S., M.A., and Ph.D. degrees from The Wharton School (Management/Applied Economics/Insurance & Risk Management)
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Morgan Stanley & Co. | Managing Director; P&C insurance research analyst | Prior to 1996 | Covered insurance sector; capital markets expertise |
| Aspen Insurance Holdings, Ltd. | Director (public) | 2002–2009 | Board service in specialty insurance |
| Mutual Risk Management Ltd. | Director (public) | 1997–2002 | Board service in Bermuda market |
| Vesta Insurance Group, Inc. | Director (public) | 1996–1999 | Board service in P&C insurance |
| National Interstate Corporation | Director; Compensation Committee member (public) | 2015–2016 | Governance/comp oversight; board through merger |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Norman L. Rosenthal & Associates, Inc. | President | 1996–present | P&C-focused management consulting |
| Lindsay Goldberg LLC | Affiliated Partner | 2016–present | Private equity; industry expertise |
| The Plymouth Rock Company | Director (private) | 2009–present | P&C personal lines board |
| Plymouth Rock Management Co. of New Jersey | Director (private) | 2016–present | Subsidiary board |
Board Governance
- Committee assignments (2024 activity): Risk & Compliance Committee – Chair; Audit Committee – Member; both committees held regular executive sessions. The Board recognized Dr. Rosenthal as an “audit committee financial expert” under SEC rules .
- Risk remit under his chairship includes ERM, risk appetite, emerging risks, cybersecurity/data privacy/AI risks, business continuity and crisis management, and ethics/compliance oversight; CIO/CISO and CCO report quarterly to the committee .
- Independence: Board determined he is independent under NYSE and Gallagher guidelines .
- Attendance and engagement: Board met 12 times in 2024; all current directors attended at least 75% of aggregate Board/committee meetings and attended the 2024 Annual Meeting .
- Shareholder support: At the May 13, 2025 Annual Meeting, Rosenthal received 208,179,145 “For,” 6,857,339 “Against,” 333,084 “Abstain” votes (elected with strong support) .
| Committee | Role | 2024 Meetings |
|---|---|---|
| Risk & Compliance | Chair | 4 |
| Audit | Member | 8 |
Fixed Compensation
- Director pay program (effective 2024): Annual cash retainer increased to $130,000; annual equity grant target increased to $200,000; Chair fees: Audit $35,000, Compensation $25,000, Risk & Compliance $25,000, Nominating/Governance $20,000; Lead Independent Director fee $40,000 .
- RSU grant: On May 7, 2024 each non-management director received 850 RSUs vesting on the first anniversary (or vest immediately upon Board departure) .
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Earned in Cash ($) | 123,750 | 153,750 |
| Stock Awards ($) | 198,794 | 208,267 |
| Total ($) | 322,544 | 362,017 |
Performance Compensation
- Directors do not receive performance-conditioned equity; RSUs are time-based (annual grants vest after one year; vest upon Board departure) .
- Director stock ownership guidelines: 5x cash retainer for directors with 5+ years; all such directors meet guidelines .
| Equity Component | Grant Date | Units/Value | Vesting | Notes |
|---|---|---|---|---|
| Annual RSU | May 7, 2024 | 850 RSUs | 1-year cliff (or immediate on departure) | Standard director grant |
Other Directorships & Interlocks
- Current private boards: The Plymouth Rock Company; Plymouth Rock Management Co. of New Jersey .
- Prior public company directorships: Aspen Insurance Holdings; Mutual Risk Management; Vesta Insurance Group; National Interstate (Compensation Committee) .
- No Compensation Committee interlocks reported by AJG (committee members listed exclude Rosenthal) .
Expertise & Qualifications
- Insurance industry and reinsurance expertise; extensive public board service across insurers and reinsurance services .
- Capital markets and securities analysis background (Morgan Stanley Managing Director) .
- Risk oversight leadership (chairs Risk & Compliance; audit committee financial expert) .
- Advanced academic training (Wharton B.S., M.A., Ph.D.) supporting analytical rigor in governance and risk .
Equity Ownership
| As of | Shares Owned | Unvested RSUs | Total Beneficial Ownership | Notes |
|---|---|---|---|---|
| Mar 17, 2025 | 40,254 | 850 | 41,104 | Includes 2,500 shares in joint acct with Caryl Rosenthal and 2,000 in joint acct with Marisa Rosenthal (shared voting/investment power); less than 1% of shares outstanding . |
- Ownership guidelines: All directors with 5+ years, including Rosenthal, meet 5x cash retainer guideline .
- Hedging/pledging: Company states “No pledges of common stock by directors or executive officers”; hedging prohibited .
- Section 16 compliance: Company reports timely Section 16 filings for directors and officers in 2024 (no delinquencies for Rosenthal) .
- Recent insider transactions: Third-party tracker indicates no Form 4 transactions reported by Rosenthal in AJG over the last five years (caveat: external data source) .
Governance Assessment
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Strengths and positive signals:
- Independent director since 2008 with deep insurance and capital markets expertise; designated audit committee financial expert .
- Chairs Risk & Compliance with explicit oversight of ERM, cyber, data privacy, and AI risks; structured management reporting suggests robust risk governance .
- Strong shareholder support in 2025 director election; Say-on-Pay also approved (Board-wide compensation governance accepted by investors) .
- Aligned incentives via equity retainer and rigorous ownership guidelines; pledging/hedging prohibitions reduce misalignment risk .
-
Potential watchpoints (no identified conflicts disclosed):
- External affiliations (private equity, Plymouth Rock boards) can create perceived conflicts if AJG business overlaps; AJG’s Related Person Transactions Policy and Nominating/Governance review processes are disclosed safeguards; 2024–2025 proxies disclose numerous related person cases but none involving Rosenthal .
- Attendance is reported at the aggregate Board level (≥75%); individual-level meeting data not disclosed; continue monitoring future proxies for any attendance issues .
RED FLAGS: None disclosed for Rosenthal in 2024–2025 proxies (no related-party transactions, no Section 16 delinquencies, no pledging). Maintain monitoring of any AJG dealings involving Lindsay Goldberg portfolio companies or Plymouth Rock, though none are disclosed in current filings .
Appendix: Key Reference Tables
- Director Qualifications and Skills Matrix (Rosenthal: Finance/Capital Markets; Risk Management/Governance; Insurance Industry; Independent) .
- Committee memberships and meeting counts (2024): Audit (8); Risk & Compliance (4) .
- Director Compensation Structure (2024 updates): Retainer $130k; Equity $200k; Chair fees Audit $35k; Comp $25k; Risk & Compliance $25k; Nominating/Gov $20k; Lead Independent $40k .
- 2025 Annual Meeting vote tallies: Rosenthal For 208,179,145; Against 6,857,339; Abstain 333,084 .