Gallagher (NYSE: AJG) VP converts notional units into 355 shares, holds options and phantom stock
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. Vice President Michael Robert Pesch reported an exercise of notional equity awards into common stock. He converted 355.801 notional stock units into an equal number of Gallagher common shares at a reference value of $229.57 per share, increasing his direct stock position.
After this transaction, Pesch holds 44,832.7289 common shares directly, along with additional indirect holdings through a Gallagher 401(k) plan account, an irrevocable trust for which his spouse is trustee, and shares held for a child. He also retains multiple non-qualified stock option grants and phantom stock awards, which each represent rights to receive Gallagher common stock in the future, including awards under the company’s Age 62 nonqualified deferred compensation plan.
Positive
- None.
Negative
- None.
Insider Trade Summary
355.801 shares exercised/converted
Mixed
11 txns
Insider
Pesch Michael Robert
Role
Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Notional Stock Units | 355.801 | $0.00 | -- |
| Exercise | Common Stock | 355.801 | $229.57 | $82K |
| holding | Phantom Stock | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Non-qualified Stock Option | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Notional Stock Units — 6,134.526 shares (Direct, null);
Common Stock — 44,832.729 shares (Direct, null);
Phantom Stock — 49,545.666 shares (Direct, null);
Non-qualified Stock Option — 13,167 shares (Direct, null);
Common Stock — 59 shares (Indirect, By Child)
Footnotes (1)
- Shares held in irrevocable trust, of which his spouse is sole Trustee. Each notional stock unit represents a right to receive one share of Gallagher common stock. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2027 and 2028 and following the reporting person's separation from service. Portions of these notional stock units are payable to the reporting person in shares of common stock in July of 2026, 2027 and 2028 and following the reporting person's separation from service. Each share of phantom stock represents a right to receive one share of Gallagher common stock. These shares represent awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock at the election of the reporting person. Participants vest in these awards when they attain age 62, or after a one-year period for participants who have attained age 61. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Grant date of 3/12/2020. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Grant date of 3/16/2021. Grant date of 3/15/2022. Grant date of 3/15/2023.
Key Figures
Shares acquired via exercise: 355.801 shares
Reference share value: $229.57 per share
Direct common shares after: 44,832.7289 shares
+5 more
8 metrics
Shares acquired via exercise
355.801 shares
Conversion of notional stock units into common stock
Reference share value
$229.57 per share
Value associated with 355.801 common shares received
Direct common shares after
44,832.7289 shares
Direct AJG common stock held following the transaction
Notional stock units remaining
6,134.526 units
Each unit represents a right to one common share
Phantom stock units
49,545.666 units
Each unit represents a right to one common share
Largest option block
13,167 underlying shares
Non-qualified stock option at $228.20, expiring 2033-03-01
Spouse’s trust holdings
12,505 shares
Common stock held in an irrevocable trust with spouse as trustee
401(k) plan holdings
491.139 shares
Common stock in Gallagher 401(k) plan account
Key Terms
Non-qualified Stock Option, Phantom Stock, Notional Stock Units, Age 62 Plan, +1 more
5 terms
Non-qualified Stock Option financial
"security_title: "Non-qualified Stock Option" with specified exercise prices and expiration dates"
A non-qualified stock option (NSO) is a contract that lets an employee or service provider buy company shares at a fixed price for a set period, like a voucher to purchase stock later at today’s price. It matters to investors because exercising NSOs creates ordinary income for the holder and can increase share count, affecting a company’s earnings and ownership mix; think of it as a future sale that can dilute existing shareholders and has immediate tax consequences for the recipient.
Phantom Stock financial
"security_title: "Phantom Stock" where each unit represents a right to receive one share"
A phantom stock is a form of compensation that gives employees or executives the benefits of stock ownership, such as the increase in stock value, without actually giving them real shares. It acts like a promise to pay the employee the equivalent value of company stock later, often as a bonus or incentive. This allows companies to motivate and reward staff without diluting ownership or transferring actual shares.
Notional Stock Units financial
"security_title: "Notional Stock Units" representing rights to receive common stock"
Age 62 Plan financial
"awards under the Age 62 Plan, a nonqualified deferred compensation plan of the Company"
nonqualified deferred compensation plan financial
"a nonqualified deferred compensation plan of the Company, which have been deemed invested in Company common stock"
A nonqualified deferred compensation plan is an arrangement where an employer lets select employees postpone receiving part of their pay or bonuses until a future date, often at retirement, so taxes are paid later. It matters to investors because these payouts are typically unsecured promises by the company—like an internal IOU—so they create future cash obligations and expose the company to extra liability risk if the business falters, and they also reveal how executives are being paid and motivated.
FAQ
What insider transaction did AJG executive Michael Pesch report?
Michael Pesch exercised 355.801 notional stock units into Arthur J. Gallagher & Co. common stock. The exercise, coded as a derivative conversion, reflects compensation-related equity rather than an open-market purchase or sale, and increases his direct common share holdings.
What option positions does Michael Pesch retain in Arthur J. Gallagher stock?
Pesch holds several non-qualified stock option grants over Gallagher common stock, including positions with exercise prices of $86.17, $127.90, $158.56, $177.09, and $228.20. These options cover underlying share amounts such as 7,520, 7,255, 4,900, 3,823, and 13,167 shares, respectively.
What are the phantom stock and notional stock units reported for AJG’s Michael Pesch?
The filing lists 49,545.666 phantom stock units and 6,134.526 notional stock units for Pesch, each representing a right to receive one Gallagher common share. Portions of the notional units are payable in July 2026, 2027, and 2028 and after his separation from service.
What is the Age 62 Plan mentioned in the Arthur J. Gallagher insider filing?
The Age 62 Plan is a nonqualified deferred compensation plan where awards are deemed invested in Gallagher common stock. Participants, including Pesch, vest when they reach age 62 or after one year if already at least 61, and phantom stock units under this plan track common stock value.