Ralph Nicoletti
Arthur J. Gallagher &About Ralph Nicoletti
Independent director of Arthur J. Gallagher & Co. since 2016; age 67; serves as Audit Committee Chair and is designated an “audit committee financial expert.” Background includes CFO roles at AZEK (2019–2021), Newell Brands (2016–2018), Tiffany & Co. (2014–2016), Cigna (2011–2013), Alberto Culver (2007–2011), and senior audit/finance roles at Kraft Foods prior to 2007 . The Board has affirmatively determined he is independent under NYSE and company standards; all directors attended ≥75% of Board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The AZEK Company, Inc. | SVP & CFO | 2019–2021 | Led finance at building products firm; capital markets experience |
| Newell Brands, Inc. | EVP & CFO | 2016–2018 | Transformation/change management; global consumer goods |
| Tiffany & Co. | EVP & CFO | 2014–2016 | Global luxury retail finance leadership |
| Cigna Corporation | Chief Financial Officer | 2011–2013 | Healthcare/insurance; privacy and cybersecurity exposure |
| Alberto Culver, Inc. | EVP & CFO | 2007–2011 | Beauty products; corporate finance |
| Kraft Foods, Inc. | SVP Corporate Audit & senior finance roles | prior to 2007 | Internal audit leadership; controls and governance |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Aspen Group | Audit Committee Chair | 2024–present | Audit oversight |
| GPA Global | Audit Committee Chair | 2023–present | Audit oversight |
| Cooper’s Hawk Winery & Restaurants | Audit Committee Chair | 2021–present | Audit oversight |
| Public Company Boards (other than AJG) | Count | 1 | Proxy lists one public company board; name not specified |
Board Governance
- Committee assignments: Audit Committee Chair; 2024 Audit Committee met 8 times; members: Teresa Clarke, Richard Harries, Norman Rosenthal . Each Audit member meets heightened NYSE/SEC independence; Nicoletti is designated an “audit committee financial expert” .
- Independence: Board determined Nicoletti is independent; overall Board has executive sessions and strong governance practices (proxy access, ownership guidelines, majority vote, lead independent director) .
- Attendance: Board met 12 times in 2024; all directors attended ≥75% of Board and applicable committee meetings; all attended 2024 Annual Meeting .
- Risk oversight: Audit coordinates with Risk & Compliance; EY auditor oversight; Audit Report details processes and continued retention of EY since 1973 .
Fixed Compensation
| Component | 2024 Program Terms | Notes |
|---|---|---|
| Annual cash retainer | $130,000 | Increased from $125,000 in 2023 |
| Committee chair fees | Audit Chair: $35,000; Compensation Chair: $25,000; Risk & Compliance Chair: $25,000; Nominating/Governance Chair: $20,000 | Audit Chair fee increased from $30,000 in 2023 |
| Lead Independent Director fee | $40,000 | Increased from $35,000 in 2023 |
| Meeting fees | None | Directors reimbursed for travel/accommodation |
| Director ownership guideline | 5× cash retainer for directors with ≥5 years service | All directors with ≥5 years comply |
| Nicoletti – Director Compensation | 2023 | 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $153,750 | $162,500 |
| Stock Awards ($) | $198,794 | $208,267 |
| Total ($) | $352,544 | $370,767 |
Performance Compensation
| Equity Instrument | Grant Detail | Vesting | Deferral election | Value/Count |
|---|---|---|---|---|
| RSUs (annual) | Granted May 7, 2024 to each non-management director | Vest on first anniversary or upon departure | Nicoletti elected to defer RSU awards under Deferral Plan for Nonemployee Directors | 850 RSUs; grant-date fair value $208,267 |
- No director options/PSUs are disclosed for non-management directors; equity is time-based RSUs only, not tied to financial performance metrics .
- Deferral mechanics: Directors may defer cash retainer and/or RSUs into notional stock units with dividend equivalents; distribution in common stock at specified time or upon departure .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee interlocks | Committee members had no interlocking relationships requiring disclosure under Item 404 and are independent; Nicoletti is not listed as a Compensation Committee member |
| Related person transactions | Company discloses several family employment relationships (including a director’s relative), but no transactions involving Nicoletti are disclosed |
Expertise & Qualifications
- Finance/capital markets, risk management/governance, international experience; healthcare industry knowledge; independent .
- Audit committee financial expert under SEC rules .
Equity Ownership
| Holder | Shares of Common Stock | RSUs included within 60 days | Total Beneficial Ownership | % of Shares Outstanding |
|---|---|---|---|---|
| Ralph Nicoletti | 15,586 | 850 | 16,436 | <1% (based on 255,734,802 shares) |
- Ownership guideline compliance: All directors with ≥5 years meet 5× cash retainer guideline; Nicoletti qualifies by tenure (since 2016) .
Insider Trades
| Date (filed) | Filing | Summary |
|---|---|---|
| May 15, 2025 | Form 4 | Reported director stock award grant activity; aligns with annual director equity practices (RSUs; grant typically near annual meeting); see filing for specifics |
Note: Company policy prohibits hedging and pledging of common stock by directors and executive officers; robust clawback/recovery policies are in place for executives and plan documents permit recovery in cases of misconduct .
Say-on-Pay & Shareholder Feedback
| Item | 2024 | 2025 |
|---|---|---|
| Say-on-Pay approval | 90.3% approval (Board cites investor support) | Votes For: 196,469,454; Against: 18,518,399; Abstain: 381,715; Broker non-votes: 14,944,264 |
| Auditor ratification (EY 2025) | — | For: 216,032,271; Against: 12,595,217; Abstain: 1,686,344 |
| Director election – Nicoletti | — | For: 212,362,114; Against: 2,672,455; Abstain: 334,999; Broker non-votes: 14,944,264 |
Governance Assessment
- Strengths: Independent Audit Chair with deep CFO experience and SEC “financial expert” designation; active Audit oversight (8 meetings in 2024), EY independence/retention and internal audit oversight; strong director ownership guideline and compliance; no related-party transactions disclosed involving Nicoletti; prohibitions on hedging/pledging; regular executive sessions .
- Pay alignment: Director compensation is a mix of cash retainer and time-based RSUs with optional deferral into notional stock units; FY2024 adjustments (retainer to $130k; Audit Chair fee to $35k) brought program to 50th–75th percentile vs benchmarks, supporting competitive board talent without performance pay that could bias oversight .
- Shareholder support: Strong votes for Nicoletti’s re-election and high say-on-pay support (90.3% in 2024; robust 2025 “for” votes), indicating investor confidence in governance/oversight .
- RED FLAGS: None specific to Nicoletti disclosed. Company-wide family employment relationships exist (including a director’s relative), but no Item 404 transactions implicate Nicoletti; hedging/pledging prohibited; Section 16(a) compliance reported timely for directors .