Teresa Clarke
Arthur J. Gallagher &About Teresa Clarke
Teresa Clarke (age 62) has served as an independent director of Arthur J. Gallagher & Co. since 2021, with committee assignments on the Audit Committee and the Risk and Compliance Committee; she brings extensive international and corporate finance/M&A experience from leadership roles at Africa.com LLC (Chair & CEO) and as a former Managing Director in investment banking at Goldman Sachs & Co. She is identified by the Board as independent and as an “audit committee financial expert” under SEC rules, reflecting deep financial oversight capabilities .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Goldman Sachs & Co. | Managing Director, Investment Banking | Prior to 2010 | Corporate finance and M&A leadership; global capital markets expertise |
| Africa.com LLC | Chair and Chief Executive Officer | 2010–present | Technology/media leadership; international growth and change management |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| American Tower Corporation | Director | 2021–present | Audit Committee member |
| Change Financial Limited (ASX) | Board Chair, Director | 2016–2020 | Audit Committee |
| Cim Group Ltd (Mauritius Stock Exchange) | Director | 2016–2020 | Corporate Governance Committee |
| Smithsonian National Museum of African Art | Chair, Advisory Board | 2022–present | Advisory leadership and stakeholder engagement |
Board Governance
- Independence: The Board determined Ms. Clarke is independent under NYSE and company governance standards .
- Committee memberships and cadence:
- Audit Committee (member); met 8 times in 2024; committee members all meet heightened independence standards; Clarke qualifies as an “audit committee financial expert” .
- Risk and Compliance Committee (member); met 4 times in 2024; oversight of ERM, cybersecurity/AI risk, business continuity, ethics/compliance .
- Attendance: In 2024, the Board met 12 times and all current directors attended at least 75% of aggregate Board and committee meetings; all directors attended the 2024 Annual Meeting .
- Executive sessions: Regular executive sessions at Board and committee level; governance framework includes an Independent Lead Director with defined responsibilities .
Fixed Compensation
| Year | Fees Earned or Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 128,750 | Non-management director cash compensation; program retainer increased to $130,000 for 2024 across Board |
Program context:
- 2024 changes: Annual equity grant target increased to $200,000; cash retainer to $130,000; certain chair fees increased (Audit Chair $35,000; Independent Lead Director $40,000) .
- Director compensation set by Board based on Nominating/Governance Committee recommendation and Pearl Meyer benchmarking; post-adjustments positioned between 50th–75th percentile vs benchmarks .
Performance Compensation
| Grant Date | Award Type | Shares/Units | Grant Date Fair Value ($) | Vesting | Deferral/Other Terms |
|---|---|---|---|---|---|
| May 7, 2024 | RSUs | 850 | 208,267 | RSUs vest on first anniversary; unvested director RSUs vest immediately upon departure from the Board | Ms. Clarke elected to defer RSUs under the Deferral Plan for Nonemployee Directors; deferred RSUs accrue dividend equivalents and settle in common stock at specified distribution events |
Notes:
- No option awards or performance share units disclosed for non-management directors; equity is time-based RSUs .
Other Directorships & Interlocks
| Company | Type | Committee Roles | Potential Interlock with AJG |
|---|---|---|---|
| American Tower Corporation | Public | Audit Committee member | No related-party transactions involving Ms. Clarke disclosed; AJG reviews related person transactions via policy and Nominating/Governance Committee oversight |
| Change Financial Limited (ASX) | Public (prior) | Board Chair; Audit Committee | None disclosed |
| Cim Group Ltd (Mauritius) | Public (prior) | Corporate Governance Committee | None disclosed |
- Compensation Committee interlocks: None among Compensation Committee members in 2024; Ms. Clarke is not on the Compensation Committee .
Expertise & Qualifications
- Skills matrix: Finance/Capital Markets; CEO/COO experience; Change Management; Risk Management/Governance; International experience; identified by the Board as independent .
- Domain exposure: Technology company leadership and regulatory pivot/change management through Africa.com; investment banking background supporting corporate finance/M&A oversight .
Equity Ownership
| Holder | Shares Owned | Unvested RSUs Included for 60-day Beneficial Ownership | Total Beneficial Ownership | % Outstanding |
|---|---|---|---|---|
| Teresa Clarke | 2,894 | 850 | 3,744 | <1% |
Additional alignment factors:
- Director stock ownership guidelines: For directors with 5+ years of service, required ownership is 5× cash portion of annual director retainer; all directors with ≥5 years meet guidelines (Ms. Clarke joined in 2021) .
- Deferral program: Directors may defer cash retainers and RSUs into notional stock units with dividend equivalents, settling in common stock; Ms. Clarke elected RSU deferral .
- Hedging/pledging: No hedging of common stock by directors permitted; no pledges of common stock by directors permitted under company policies .
Insider Trades and Compliance
| Item | 2024 Status |
|---|---|
| Section 16(a) filings | The company reports all directors and executive officers complied timely with Section 16(a) reporting requirements in 2024 |
Governance Assessment
- Board effectiveness: Ms. Clarke strengthens financial oversight as an SEC-defined audit committee financial expert and contributes to ERM/cyber/AI risk oversight via Risk and Compliance Committee membership; committee structures functioned with regular cadence (Audit 8; Risk & Compliance 4 in 2024) .
- Independence and attendance: Classified independent; Board-level attendance thresholds met by all directors, including annual meeting presence—supports investor confidence in engagement .
- Compensation and alignment: Director pay structure emphasizes equity through annual RSUs that vest in one year (or upon Board departure), with optional deferral into stock units and dividend equivalents; 2024 RSU grant of 850 units ($208,267) alongside cash fees ($128,750) indicates meaningful equity alignment .
- Conflicts/related-party exposure: Proxy discloses numerous related-person employment relationships within management families but no related-person transactions concerning Ms. Clarke; Nominating/Governance Committee oversees and reviews related-person transactions under a formal policy .
- Shareholder signals: Say-on-pay received 90.3% approval in 2024 and Board engaged with stockholders representing >50% of outstanding shares on governance and compensation—positive signal on stewardship .
- RED FLAGS: None disclosed specific to Ms. Clarke (no Item 404 related transactions, no hedging/pledging, no attendance shortfall). Broader company family employment relationships exist but are overseen by governance processes; not linked to Ms. Clarke .