Arthur J. Gallagher (NYSE: AJG) cuts board to eight, names lead director
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. reported the passing of David Johnson, Lead Independent Director of its Board of Directors, on July 22, 2026. Johnson had served the company for more than two decades and was described as guiding it with wisdom, integrity and commitment to its values.
Following his death, the Board reduced its size from nine to eight members. The independent directors elected Ralph Nicoletti, a director since 2016 and Chair of the Audit Committee since 2019, to serve as Lead Independent Director. The Board also appointed John Coldman to the Compensation and Nominating/Governance Committees.
Arthur J. Gallagher & Co. is a global insurance brokerage, risk management and consulting services firm headquartered in Rolling Meadows, Illinois, providing services in approximately 130 countries through owned operations and a network of correspondent brokers and consultants.
Positive
- None.
Negative
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8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size after change: 8 members
Prior board size: 9 members
Global footprint: approximately 130 countries
+2 more
5 metrics
Board size after change
8 members
Board reduced its size from nine to eight members on July 23, 2026
Prior board size
9 members
Board size before being reduced following David Johnson’s passing
Global footprint
approximately 130 countries
Countries where services are provided through owned operations and correspondent brokers
Nicoletti board service start
2016
Year Ralph Nicoletti was first elected to the Board of Directors
Audit Committee chair start
2019
Year Ralph Nicoletti began serving as Chair of the Audit Committee
Key Terms
Lead Independent Director, Audit Committee, Nominating/Governance Committees, Inline XBRL
4 terms
Lead Independent Director regulatory
"David Johnson, Lead Independent Director of the Board of Directors"
A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.
Audit Committee financial
"Mr. Nicoletti ... has served as Chair of the Audit Committee since 2019"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Nominating/Governance Committees regulatory
"the Board appointed John Coldman to the Compensation and Nominating/Governance Committees"
Inline XBRL technical
"The cover page from this ... formatted in Inline XBRL"
Inline XBRL is a file format for financial filings that embeds machine-readable data tags directly inside the human-readable report, so the same document can be read by people and parsed by software. For investors it makes extracting, comparing and verifying financial numbers faster and more reliable—like a grocery list where each item also has a barcode—reducing manual errors and speeding up analysis.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What did Arthur J. Gallagher (AJG) disclose about David Johnson?
Arthur J. Gallagher disclosed that David Johnson, its Lead Independent Director, passed away on July 22, 2026. He had served the company for more than two decades and was praised for guiding the Board with wisdom, integrity and commitment to Gallagher’s values.
How did Arthur J. Gallagher (AJG) change its board size after Johnson’s passing?
Following David Johnson’s death, the Board reduced its size from nine to eight members. This adjustment reflects the vacancy created by his passing rather than an immediate replacement, while other leadership roles on the Board were reassigned among existing directors.
Who is the new Lead Independent Director at Arthur J. Gallagher (AJG)?
The independent directors elected Ralph Nicoletti as Lead Independent Director. Nicoletti has served on the Board since 2016 and has been Chair of the Audit Committee since 2019, providing continuity and experience in board leadership and financial oversight roles.
What new committee roles were assigned on Arthur J. Gallagher’s (AJG) Board?
The Board appointed John Coldman to the Compensation Committee and the Nominating/Governance Committee. These appointments reallocate committee responsibilities among existing directors following David Johnson’s passing and the decision to reduce the overall Board size.
What type of business does Arthur J. Gallagher (AJG) operate and where?
Arthur J. Gallagher & Co. is a global insurance brokerage, risk management and consulting firm. It is headquartered in Rolling Meadows, Illinois, and provides services in approximately 130 countries through its owned operations and a network of correspondent brokers and consultants.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________________
Form 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported)
__________________________
(Exact name of registrant as specified in its charter)
__________________________
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(Address, including zip code and telephone number, including area code, of registrant’s principal executive offices)
Not Applicable
(Former name or former address, if changed since last report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |||||
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |||||
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |||||
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | |||||
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 8.01. Other Events.
On July 22, 2026, David Johnson, Lead Independent Director of the Board of Directors (the “Board”) of Arthur J. Gallagher & Co. (the “Company”), passed away. A copy of the Company’s press release announcing Mr. Johnson’s passing is attached as Exhibit 99.1. On July 23, 2026, the Board reduced its size from nine to eight members. The independent directors of the Board have elected Ralph Nicoletti to serve as Lead Independent Director and the Board appointed John Coldman to the Compensation and Nominating/Governance Committees.
Item 9.01. Financial Statements and Exhibits
99.1 | Press release, dated July 29, 2026, issued by Arthur J. Gallagher & Co. | ||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| ARTHUR J. GALLAGHER & CO. | ||||||||
| Date: July 29, 2026 | By: | /s/ Walter D. Bay | ||||||
Walter D. Bay Vice President, General Counsel and Secretary | ||||||||
NEWS RELEASE
Arthur J. Gallagher & Co. Announces
Passing of Director David Johnson
Rolling Meadows, Ill., July 29, 2026 -- Arthur J. Gallagher & Co. (NYSE: AJG) announces with deep sadness the passing of David Johnson, Lead Independent Director of the Company's Board of Directors.
“For more than two decades, Dave helped guide Gallagher with wisdom, integrity, and a steadfast commitment to our values,” said J. Patrick Gallagher, Jr., Chairman and CEO. “As Lead Independent Director, he brought sound judgment and perspective to our Board, and his many years of dedicated service will leave a lasting mark on Gallagher. On behalf of our Board of Directors and colleagues around the world, we extend our heartfelt condolences to Dave's family and loved ones."
In light of Mr. Johnson’s death, the Board elected to reduce its size to eight (8) members. The independent directors have elected Ralph Nicoletti to serve as Lead Independent Director, effective immediately. Mr. Nicoletti was first elected to the Board in 2016 and has served as Chair of the Audit Committee since 2019.
Arthur J. Gallagher & Co. (NYSE: AJG), a global insurance brokerage, risk management and consulting services firm, is headquartered in Rolling Meadows, Illinois. Gallagher provides these services in approximately 130 countries around the world through its owned operations and a network of correspondent brokers and consultants.
Investor Relations: Sara Walsh, CFA Media Relations: Paul Day
630-285-3593 / sara_walsh@ajg.com 630-285-5946 / paul_day1@ajg.com
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