Sherry Barrat

About Sherry Barrat

Independent director at Arthur J. Gallagher & Co. since 2013; age 75; serves as Chair of the Compensation Committee and member of the Nominating/Governance Committee. Former Vice Chairman and President, Personal Financial Services at Northern Trust; previously Lead Director at NextEra Energy and independent trustee/director of Prudential Insurance mutual funds. Recognized for executive management, operational and financial expertise, deep financial services background, and experience overseeing CEO succession planning and change management in complex, regulated environments .

Past Roles

External Roles

Board Governance

• Independence: Barrat is independent under NYSE and AJG Governance Guidelines; AJG board otherwise independent except the CEO and one other director .
• Committee assignments: Chair, Compensation Committee (met 5 times in 2024); Member, Nominating/Governance Committee (met 3 times in 2024) .
• Committee responsibilities: Compensation Committee oversees CEO and executive compensation, human capital policies, incentive risk review, and uses an independent consultant; Nominating/Governance oversees board refreshment, director pay, independence standards, governance guidelines, and related-person transactions .
• Attendance: Board met 12 times in 2024; all current directors attended at least 75% of aggregate Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
• Board leadership: Independent Lead Director (David Johnson) with defined authority to lead executive sessions, approve agendas/info, and conduct CEO performance evaluation; regular executive sessions at each board meeting .
• Say-on-Pay: 90.3% approval in 2024 (92.5% in 2023), signaling investor support for compensation governance .

Fixed Compensation

Notes:

• Directors may defer cash retainers under the Deferral Plan for Nonemployee Directors; deferred cash is converted to notional stock units with dividend equivalents .
• No meeting fees disclosed; directors reimbursed for travel/accommodation .

Performance Compensation

Program structure and metrics:

• Annual director equity grant target increased from $190,000 to $200,000 in 2024; RSUs are time-based, not performance-based; directors may elect to defer RSUs into notional stock units .
• Significant portion of Board compensation is equity; stock ownership guidelines apply to directors .

Other Directorships & Interlocks

• Compensation Committee interlocks/insider participation: None requiring disclosure in 2024; members were Barrat (Chair), Caplan, Johnson, Miskel .

Expertise & Qualifications

• Executive management and operational leadership; deep financial services background (Northern Trust) .
• Finance/capital markets and governance/risk oversight; sales/marketing and international experience .
• Change management, including planning and implementing CEO succession at NextEra Energy .
• Experience navigating complex regulatory environments (financial services and energy) .

Equity Ownership

Alignment safeguards:

• Director stock ownership guidelines: 5× cash retainer for directors with ≥5 years of service; all such directors meet guidelines (Barrat joined 2013) .
• No pledging of common stock by directors or executive officers; hedging prohibited under Insider Trading Policy .

Governance Assessment

• Strengths

  • Independent director leading Compensation Committee; committee met 5 times in 2024 and uses an independent consultant (Pearl Meyer) for benchmarking and design .
  • Clear governance infrastructure: independent lead director role with robust responsibilities; regular executive sessions; majority independent board .
  • Strong investor support: Say-on-Pay approval 90.3% (2024) and 92.5% (2023) .
  • Director equity and ownership guidelines support alignment; equity comprises a significant portion of director compensation; hedging/pledging prohibited .

• Watch items / potential red flags

  • Broader company related-person employment relationships (multiple Gallagher family members employed across the company) highlight ongoing nepotism risk; Compensation Committee oversight notes compensation commensurate with peers, but continued monitoring is prudent for perceived conflicts and governance optics .
  • Prior external ties: historical NextEra board service and NextEra executive background for another AJG director (Caplan) could create perceived network influence; however, no compensation committee interlocks requiring disclosure were identified .

• Attendance/engagement

  • Board met 12 times in 2024; all directors met the ≥75% attendance threshold and attended the Annual Meeting, supporting engagement expectations .

• Compensation program signals

  • Modest increases in director cash retainer and equity grant targets in 2024 (retainer +$5k; equity +$10k) keep pay within competitive ranges per Pearl Meyer review; mix remains balanced towards equity, supporting alignment .

• Risk oversight

  • Compensation Committee explicitly reviews incentive-related risk; caps on payouts and multi-year PSU structures for executives reduce excessive risk-taking; while director grants are time-based RSUs, overall design supports long-term orientation .

Overall, Barrat’s profile reflects a seasoned, independent compensation chair with relevant financial and governance experience, strong attendance, and aligned ownership. The main governance watchpoint is AJG’s broader related-person employment footprint rather than any Barrat-specific conflicts; continued transparency and committee oversight mitigate investor confidence risks .