Form 4: AJG President Converts Deferred Compensation

Arthur J. Gallagher & Co. President Thomas J. Gallagher converted notional stock units into common stock as part of a deferred compensation plan.

Summary

• Thomas J. Gallagher, President of Arthur J. Gallagher & Co., reported a transaction involving the conversion of notional stock units.
• On July 31, 2025, he acquired 1,376.035 shares of AJG common stock through this conversion.
• The notional stock units represent compensation previously deferred by Gallagher in the Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan.
• This distribution is in accordance with the terms of the Supplemental Savings and Thrift Plan and Gallagher's prior election.
• Following this transaction, Gallagher directly owns 308,921.08 shares of common stock.
• He also holds indirect beneficial ownership of shares through a grantor retained annuity trust (62,295 shares), an irrevocable trust (66,709 shares), by his wife (62,428 shares), by his wife as trustee (118,800 shares), and in his Gallagher 401(k) plan account (418.7 shares).
• After the conversion, 10,233.3409 notional stock units remain beneficially owned.

Sentiment

Score: 5

Explanation: The filing reports a routine, pre-scheduled conversion of deferred compensation into common stock by a key executive, which is a neutral event for company operations or outlook.

Positives

• The transaction demonstrates the execution of a pre-planned executive compensation and savings strategy.
• It reflects the company's commitment to its long-term incentive plans for key executives.

Future Outlook

Portions of the remaining notional stock units are payable to the reporting person in shares of common stock in July of 2025 and 2026, and following the reporting person's separation from service.

Management Comments

• This report discloses the distribution of notional stock units (representing compensation previously deferred by the reporting person in the Arthur J. Gallagher & Co. Supplemental Savings and Thrift Plan) in the form of Gallagher common stock.
• The timing of this distribution in July 2025 is in accordance with the terms of the Supplemental Savings and Thrift Plan and the reporting person's election at the time of deferral.

Industry Context

This transaction is a routine executive compensation event, reflecting standard practices within the financial services and insurance brokerage industry where deferred compensation plans are common for senior management.

Comparison to Industry Standards

• The use of notional stock units and their conversion into common stock as part of a deferred compensation plan is a standard executive compensation mechanism across various industries, including financial services.
• This type of compensation structure aligns executive interests with shareholder value over the long term, similar to practices observed at comparable firms in the insurance brokerage sector.

Related Party Transactions

• Indirect beneficial ownership includes shares held by a grantor retained annuity trust, an irrevocable trust, by the reporting person's wife, and by his wife as trustee for the benefit of their children.

Stakeholder Impact

• Shareholders may view this as a routine executive compensation event, indicating stability in management's long-term incentives.
• Employees are not directly impacted by this specific executive transaction.

Next Steps

• Future distributions of remaining notional stock units are scheduled for July 2026 and upon the reporting person's separation from service.

Key Dates

Recommendation

This Form 4 filing details a routine, pre-scheduled conversion of deferred compensation into common stock by a company executive. It does not contain any new information regarding the company's financial performance, strategic direction, or operational outlook that would warrant a change in investment recommendation. It is a neutral event reflecting standard executive compensation practices.

Keywords

Arthur J. Gallagher, AJG, Form 4, Insider Transaction, Stock Conversion, Deferred Compensation, Executive Compensation, Thomas Gallagher, Notional Stock Units