Richard Harries
Arthur J. Gallagher &About Richard Harries
Richard Harries, age 60, is an independent director of Arthur J. Gallagher & Co. (AJG) appointed on July 24, 2024; he serves on the Audit Committee and the Risk and Compliance Committee . He brings over 35 years of insurance industry leadership in the UK and other highly regulated markets, including CEO and underwriting roles at a Lloyd’s managing agent, with experience in M&A, change management, and technology initiatives; AJG lists him as holding one public company board seat (name not disclosed in the excerpt) . The Board identifies him as independent, and he was initially identified as a potential nominee by a member of senior management before undergoing Nominating/Governance Committee review and approval .
Past Roles
| Organization | Role(s) | Tenure | Committees/Impact |
|---|---|---|---|
| Atrium Underwriters Limited (Lloyd’s managing agent and syndicate) | Chief Executive Officer and Director; Chief Underwriter Officer; Energy Underwriter | 1997–2023 | Led operations in regulated markets; significant experience in M&A, change management, and technology initiatives |
| Willis Faber & Dumas (insurance broker) | Executive Director, Head of International Energy; other senior energy roles | 1987–1997 | International energy brokerage leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lloyd’s Market Association | Board role (unspecified in excerpt) | 2014–2022 | Industry association governance |
| London Market Group | Target Operating Model Oversight Board | 2020–2022 | Oversight of market-wide operating model initiatives |
| Public Company Boards | Director (count only) | — | AJG discloses “Public Company Boards: 1” for Harries; name not specified in excerpt |
Board Governance
- Committee assignments: Audit Committee and Risk and Compliance Committee; Audit met 8 times in 2024 and Risk & Compliance met 4 times in 2024 .
- Audit Committee independence and expertise: All Audit members meet heightened NYSE/SEC independence; audit committee financial experts are Ralph Nicoletti, Norman Rosenthal, and Teresa Clarke (Harries is not designated as an audit committee financial expert) .
- Attendance and engagement: The Board met 12 times in 2024; all current directors attended at least 75% of aggregate Board/committee meetings and attended the 2024 Annual Meeting .
- Nomination process and independence safeguards: Harries was identified by senior management, then met with the Chairman/CEO and each member of the Nominating/Governance Committee; the Committee seeks candidates free of conflicts and evaluates independence under SEC/NYSE standards .
- Board practices: Regular executive sessions of the Board and committees; directors subject to stock ownership guidelines .
Fixed Compensation
| Component | Program Terms | Harries 2024 | Notes |
|---|---|---|---|
| Annual cash retainer | Increased from $125,000 to $130,000 in 2024 following Pearl Meyer review | $65,000 | Harries joined July 24, 2024; cash retainer reflects prorated service |
| Committee chair fees (context) | Audit Chair $35,000; Compensation Chair $25,000; Risk & Compliance Chair $25,000; Nominating/Governance Chair $20,000 | — | Harries is a member, not a chair |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting Schedule | Notes |
|---|---|---|---|---|---|
| RSUs (prorated for new director) | July 24, 2024 | 669 | 183,520 | RSUs vest on first anniversary of grant or immediately upon director’s departure from the Board | Non-management directors may elect to defer RSUs; Harries not listed among deferrals |
| Standard annual RSUs (context) | May 7, 2024 | 850 for each non-management director (not applicable to Harries due to later appointment) | 200,000 target value for annual equity grant after 2024 program change | Same vesting terms as above | Program-level disclosure |
Performance metrics: AJG director equity awards are time-based RSUs; no performance metrics are disclosed for director compensation .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | “Public Company Boards: 1” (name not specified in excerpt) |
| Industry bodies | Lloyd’s Market Association (2014–2022); London Market Group Target Operating Model Oversight Board (2020–2022) |
| Potential interlocks with AJG stakeholders | Not specified in excerpt; Nominating/Governance Committee reviews related person transactions and director independence |
Expertise & Qualifications
- Over 35 years in insurance across UK/Lloyd’s markets; CEO/underwriting leadership with international and regulated market experience .
- Significant experience in mergers & acquisitions and change management, including technology initiatives .
- Skills matrix: CEO/COO experience, change management, risk management/governance, international experience, insurance industry, independence (as reflected in Board’s skills summary for nominees) .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Shares of common stock | — | No common shares reported for Harries as of March 17, 2025 in beneficial ownership table |
| RSUs (unvested) | 669 | Included because director RSUs vest immediately upon departure; Harries had 669 unvested RSUs outstanding |
| Total beneficial ownership | 669 | As of March 17, 2025 |
| Percent of shares outstanding | <1% | Based on 255,734,802 shares outstanding as of March 17, 2025 |
| Ownership guidelines | Directors with ≥5 years of service must hold stock equal to 5x the cash portion of annual retainer; all with ≥5 years meet guidelines |
Governance Assessment
- Board effectiveness and alignment: Harries adds deep Lloyd’s/UK insurance expertise to Audit and Risk oversight. Audit and Risk committees are active (8 and 4 meetings in 2024), and Audit membership meets heightened independence standards; Harries serves as an independent member, supporting risk and financial governance .
- Independence and nomination process: While senior management initially identified Harries, his appointment proceeded through independent Nominating/Governance Committee review, including meetings with the Chairman/CEO and Committee members, with explicit emphasis on avoiding conflicts and ensuring independence under SEC/NYSE standards .
- Attendance and engagement: Board met 12 times; all directors achieved at least 75% attendance and attended the annual meeting, indicating baseline engagement; committee cadence suggests ongoing risk oversight participation by Harries .
- Compensation and ownership alignment: 2024 compensation for Harries was primarily equity via time-based RSUs (669 units; $183,520 fair value) alongside prorated cash ($65,000), consistent with AJG’s practice to deliver a significant portion of director pay in equity; equity vests on time-based schedules and upon director departure, aligning with tenure rather than performance metrics .
- Potential conflicts/RED FLAGS: No related person transactions involving Harries are identified in the provided excerpts; AJG maintains formal review/approval processes for related party transactions under Nominating/Governance oversight, mitigating conflict risk . Harries’ initial identification by management warrants awareness but was followed by independent committee vetting; beneficial ownership at appointment is modest (669 RSUs; no common shares), with AJG’s guidelines focused on 5x retainer for directors with ≥5 years, implying alignment will build with continued service .