Arthur J Gallagher : Governance Guidelines (AJG Governance Guidelines FINAL DEC 2025 53cd51)

ARTHUR J. GALLAGHER & CO. GOVERNANCE GUIDELINES

The Board of Directors (the "Board") of Arthur J. Gallagher & Co. (the "Company") oversees the management of the Company and its business. The Board selects the Chief Executive Officer (the "CEO") and monitors the performance of senior management, which is responsible for operating the Company's business. The Board has adopted the governance guidelines set forth below (the "Guidelines") as a framework for the governance of the Company.

The Nominating/Governance Committee annually reviews these Guidelines and recommends changes to the Board for approval.

Board Leadership

The Board shall designate one of its members to serve as Chairman of the Board. The powers and responsibilities of the Chairman shall be as set forth in the Company's Bylaws, as supplemented from time to time by resolution of the Board. The Board currently believes that it is in the best interests of the Company for a single person to serve as Chairman of the Board and CEO. The Board may in its discretion separate the roles if it deems it advisable and in the Company's best interests to do so.

If the Chairman is not an independent director, the independent directors shall elect an independent director to serve as Lead Director with the following duties and responsibilities:

1. preside at all meetings of the Board at which the Chairman is not present, including executive sessions of the independent directors;

2. call executive sessions of the independent directors;

3. serve as liaison between the Chairman and the independent directors (provided that all independent directors shall be encouraged to attend sessions where feedback from executive sessions is provided to the Chairman);

4. provide leadership to the Board if circumstances arise in which the role of the Chairman may be, or may be perceived to be, in conflict;

5. consult with the Chairman and approve meeting agendas, schedules and information provided to the Board;

6. consult with committee chairs with respect to agendas and information needs relating to committee meetings;

7. be available for consultation and direct communication with stockholders as appropriate;

8. conduct the annual performance evaluation of the Chairman and CEO in his capacity as Chairman and, together with the Nominating/Governance Committee, evaluate the Board as a whole and review the contributions of each Board member; and

9. perform such other duties and responsibilities as the Board may determine.

The Lead Director must meet the independence standards of the New York Stock Exchange (the "NYSE"). Additionally, the Lead Director must be available to work closely with

and act as an advisor to the Chairman, be available to discuss with other directors concerns about the Company or the Board and relay those concerns, where appropriate, to the Chairman or other members of the Board, and be familiar with corporate governance best practices. The Lead Director shall be elected to a two-year term and shall serve in that capacity until such person's successor shall have been duly selected by the independent directors or until his earlier death, resignation or removal. The Lead Director shall not chair any committee of the Board but shall be free to attend all committee meetings (including as a committee member if so appointed by the Board).

Board Independence

The Company shall have a substantial majority of directors who meet the criteria for "independence" established by the NYSE. The Board makes an affirmative determination regarding the independence of each director annually, based upon the recommendation of the Nominating/Governance Committee. The Board uses the standards set forth in Appendix A to assist it in assessing the independence of directors.

Executive Sessions

Executive sessions are those sessions that include only independent directors. From time to time, executive sessions may include those members of management or legal, financial or other advisors or other directors whose participation is requested by the independent directors. Executive sessions occur on a regular basis and may be held at the beginning and/or at the end of each regularly scheduled Board meeting. Other executive sessions may be called by the Lead Director at his or her discretion or at the request of the Board. The standing committees of the Board also meet regularly in executive session.

Board Size and Committees

1. Board Size

   The Company's Bylaws provide that the Board is to be comprised of no fewer than 3 and no more than 15 members. The precise number of members is determined from time to time by Board resolution. The Nominating/Governance Committee of the Board, in consultation with the Chairman and CEO, considers and makes recommendations to the Board concerning the appropriate size and membership needs of the Board or any committee thereof.

2. Board Committees

The Board has four standing committees: an Audit Committee, Nominating/Governance Committee, Compensation Committee and Risk and Compliance Committee. All members of the Audit, Nominating/Governance and Compensation Committees shall be independent directors under the listing standards of the NYSE. Members of the Audit and Compensation Committees shall meet the additional, heightened independence standards applicable to audit and compensation committee members under the NYSE listing standards. From time to time,

the Board may form a new committee or disband a current committee depending upon circumstances. Members of the committees are recommended to the Board by the Nominating/Governance Committee in consultation with the Chairman and CEO. Committee members shall possess such skills and experience as are appropriate for the committee or committees on which they serve.

Each of the Audit, Nominating/Governance, Compensation and Risk and Compliance Committees will have its own written charter. The charters will set forth the purposes, authorities, duties and responsibilities of these committees as well as qualifications for committee membership, procedures for committee member appointment and removal, committee structure and operations, and committee reporting to the Board. Each committee will assess the adequacy of its charter annually and recommend changes to the Board as appropriate.

Director Qualifications

1. Selection of New Directors

   The Nominating/Governance Committee reviews the qualifications of director candidates in light of criteria approved by the Board and set forth in these Guidelines and existing and anticipated business needs and recommends candidates to the Board for election by the Company's stockholders at the annual meeting. The Nominating/Governance Committee also considers director candidates proposed by Company stockholders for election to the Board in compliance with the procedures set forth in the Company's proxy statement and nominations submitted pursuant to the Company's Bylaws. When recruiting director candidates, the Nominating/Governance Committee endeavors to include qualified diverse candidates, and requests that any search firm it engages endeavors to do the same, including qualified women and racially/ethnically diverse persons in the pool from which new director nominees are ultimately chosen based on merit. All prospective new directors must agree to allow the Company to conduct a background check using a third party.

2. Selection Criteria

   The Board seeks members from diverse backgrounds who combine a broad spectrum of experience and expertise with a reputation for integrity. Directors should have experience in positions with a high degree of responsibility, be leaders in the organizations with which they are affiliated, be selected based upon contributions they can make to the Board and management and be free from relationships or conflicts of interest that could interfere with the director's duties to the Company and its stockholders. The Board also takes into account the applicable requirements for directors under the Securities Exchange Act of 1934 and the listing standards of the NYSE, and may take into consideration such additional factors and criteria as it deems appropriate, including the nominee's judgment, qualifications, attributes, skills, integrity, diversity of backgrounds, experiences, perspectives, viewpoints and expertise, and international business or other experience relevant to the Company's global activities.

3. Outside Boards

   Each director shall be limited to serving on no more than three (3) boards of directors of publicly traded companies other than the Board of the Company. This limitation shall not apply to boards of not-for-profit companies or charitable or philanthropic organizations as well as privately owned companies. Directors who are executives of public companies (including the Company's CEO) shall be limited to serving on no more than a total of two (2) public company boards (including the Board of the Company).

   In addition, directors must obtain approval from the Nominating/Governance Committee in advance of accepting an invitation to serve on the board of another for-profit organization.

4. Majority Voting and Director Resignation Policy

   The Company's Bylaws provide for majority voting in the election of directors. In uncontested elections, directors are elected by a majority of the votes cast, which means that the number of shares voted "for" a director must exceed the number of shares voted "against" that director.

   A director who is not elected is expected to offer to tender his or her resignation, making such offer in writing to the Chairperson of the Nominating/Governance Committee and the Corporate Secretary of the Company. The Nominating/Governance Committee shall make a recommendation to the Board on whether to accept or reject such offer to resign, or whether other action should be taken; provided that (1) if a majority of the members of the Nominating/Governance Committee were required to offer to tender their resignations as provided above, so that a quorum of the Nominating/Governance Committee cannot be achieved, then the non-management directors on the Board who received a majority of the votes cast in that election will act as a committee to consider the resignation offers and recommend to the Board whether or not to accept them and (2) if fewer than three non-management directors on the Board receive a majority of the votes cast in the same election, then the whole Board shall participate in deliberations and actions regarding director resignations.

   The Board shall act on the recommendation within ninety (90) days following certification of the election results. A director whose resignation offer is under consideration is expected to recuse himself or herself from the deliberations regarding and the Board vote on his or her resignation offer. Thereafter, the Board shall promptly disclose its decision regarding the director's offer to resign. If the Board accepts a director's resignation offer pursuant to this process, the director is expected to tender his or her resignation to the Chairperson of the Nominating/Governance Committee and the Corporate Secretary of the Company, and the Nominating/Governance Committee shall recommend to the Board, and the Board will thereafter determine, whether to fill the vacancy or reduce the size of the Board.

5. Directors Who Change Their Present Job Responsibilities

   Directors who change the nature of the job they held when elected to the Board shall promptly notify the Nominating/Governance Committee of the change. The Nominating/Governance Committee will review the continued appropriateness of Board

   membership under these circumstances and make a recommendation to the Board as to any action to be taken with respect to such circumstances.

   An officer of the Company is expected to resign from the Board upon such officer's resignation as an officer of the Company, unless the Board affirmatively determines otherwise.

6. Retirement Age

   The Board has established a retirement policy for directors. Directors shall not be nominated for reelection to the Board at the annual meeting of stockholders following their seventy-eighth (78th) birthday, unless the Board, upon a recommendation from the Nominating/Governance Committee, determines that continued service is appropriate. In any event, no director will be nominated for re-election after reaching the age of eighty (80).

7. Notice of a Director's Decision to Resign, Retire or Refuse to Stand for Re-Election

A director shall provide the Company with notice of their decision to resign, retire or refuse to stand for re-election by communicating such notice directly to the Chairperson of the Nominating/Governance Committee and the Corporate Secretary of the Company.

Director Responsibilities

Directors are expected to attend Board meetings and meetings of committees on which they serve, and to spend the time needed and meet as frequently as necessary to properly discharge their responsibilities. Directors are expected to review all Board and Committee materials distributed in advance of Board and Committee meetings.

Directors are expected to attend the Company's annual meeting of stockholders, which they may do by electronic means if the Company conducts a virtual annual meeting of stockholders.

Directors are expected to act ethically at all times, avoid conflicts of interest and adhere to the policies comprising the Company's Global Standards of Business Conduct.

Director Compensation

The Board sets compensation for non-management directors for service on the Board and Committees of the Board based on the recommendation of the Nominating/Governance Committee. From time to time, the Nominating/Governance Committee reviews the amount and form of director compensation, taking into account compensation paid to directors of other companies in its peer group and other U.S. companies of similar size. The Nominating/Governance Committee's review may be conducted with the assistance of outside compensation experts. Directors who are also current employees of the Company receive no additional compensation for service as directors.