Form 4: Director Teresa Clarke Increases Stake in Arthur J. Gallagher

Director Teresa Hillary Clarke acquired 1,110 restricted stock units as part of her annual compensation package at Arthur J. Gallagher & Co.

Summary

• Teresa Hillary Clarke, a Director at Arthur J. Gallagher & Co., was granted 1,110 restricted stock units (RSUs) on May 12, 2026.
• The RSUs were granted at a price of $0.00 as part of the company's director compensation program.
• Following this transaction, Clarke's total direct ownership in the company increased to 5,566.726 shares.
• The units are scheduled to vest on the earlier of May 12, 2027, or the director's departure from the Board.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral to slightly positive administrative event, reflecting standard corporate governance and continued insider participation.

Positives

• Increased insider ownership demonstrates continued alignment between the Board of Directors and shareholder interests.
• The use of equity-based compensation incentivizes long-term strategic oversight rather than short-term gains.

Negatives

• The acquisition is a scheduled grant rather than an open-market purchase, which provides a less potent signal of insider confidence in the current share price.

Risks

• No specific business or operational risks were disclosed in this routine ownership filing.

Future Outlook

The filing indicates a standard one-year vesting period for the equity grant, suggesting a commitment to the director's tenure through at least mid-2027.

Management Comments

• Restricted stock unit award vesting on the earlier of one year after the date of grant or the reporting person's departure from the Board.

Industry Context

StockSavvy.ai notes that equity-based compensation for directors is a standard practice in the insurance brokerage industry to ensure governance oversight is linked to share price performance.

Comparison to Industry Standards

• Arthur J. Gallagher's director compensation structure is consistent with peers such as Marsh McLennan and Aon, which also utilize RSU grants to align board interests with shareholders.
• The grant size of 1,110 units is typical for mid-to-large cap financial services firms' annual director retainers.

Corporate Governance

Related Party Transactions

• The grant of 1,110 RSUs to Director Teresa Hillary Clarke is a transaction between the issuer and an insider under an approved compensation plan.

Stakeholder Impact

• Shareholders: Minimal dilution from the issuance of 1,110 shares, offset by the benefit of board alignment.
• Management: Reinforces the stability of the Board of Directors.

Next Steps

• Vesting of the 1,110 RSUs on or before May 12, 2027.

Key Dates

Recommendation

This is a routine insider filing for director compensation and does not provide new material information regarding the company's operational performance or valuation that would trigger a change in investment rating.

Keywords

Arthur J. Gallagher & Co., AJG, Insider Trading, Director Compensation, Restricted Stock Units, Teresa Hillary Clarke, Insurance Brokerage