Form 4: GTCR Affiliates Report Gogo Director Deferred Share Unit Grant

GTCR Partners XII/A&C LP and GTCR Investment XII LLC, significant shareholders and directors of Gogo Inc., reported the grant of 4,087 deferred share units to director Mark Anderson, vesting in one year.

Summary

• GTCR Partners XII/A&C LP and GTCR Investment XII LLC, both identified as Directors and 10% Owners of Gogo Inc. (GOGO), filed a Form 4.
• The filing reports the acquisition of 4,087 Deferred Share Units (DSUs) on June 30, 2025, with a transaction price of $0.
• These DSUs were granted to Mr. Mark Anderson, a director of Gogo Inc. and an employee of GTCR LLC, an affiliate of the Reporting Persons.
• Each DSU represents the contingent right to receive one share of Gogo's common stock.
• The DSUs will vest in full on the one-year anniversary of the grant date, which is June 30, 2026.
• Settlement in shares of Gogo's common stock will occur following Mr. Anderson's termination of service on the Company's board of directors.
• Following this transaction, the Reporting Persons beneficially own 84,846 derivative securities (Deferred Share Units) indirectly.
• The Reporting Persons and individual members of the GTCR Board of Managers disclaim beneficial ownership of the securities except to the extent of their pecuniary interest.

Sentiment

Score: 7

Explanation: The filing reports a routine director compensation grant, which is a positive for aligning interests but does not indicate significant new financial performance or strategic shifts. It's a standard corporate action.

Positives

• The grant of deferred share units to a director aligns the director's long-term interests with those of the company's shareholders.
• This is a standard form of non-cash compensation for board members, promoting retention and commitment.

Future Outlook

The granted deferred share units are scheduled to vest on June 30, 2026, and will be settled in shares of Gogo's common stock upon the director's termination of service on the board.

Management Comments

• "Each deferred share unit represents the contingent right to receive one share of the Company's common stock."
• "These deferred share units were granted on June 30, 2025 to Mr. Mark Anderson, a director of the Company, and will vest in full on the one-year anniversary of the grant date."
• "The deferred share units will be settled in shares of the Company's common stock following the director's termination of service on the Company's board of directors."
• "Mr. Anderson is an employee of GTCR LLC, an affiliate of the Reporting Persons. Pursuant to the policies of certain GTCR-affiliated entities, Mr. Anderson must hold these securities on behalf of and for the benefit of the GTCR-affiliated entities."
• "Each of the Reporting Persons and the individual members of the GTCR Board of Managers disclaims beneficial ownership of the securities reported herein, except to the extent of their pecuniary interest therein, and this report shall not be deemed an admission that the Reporting Persons or Mr. Anderson is the beneficial owner of the securities for purposes of Section 16 or for any other purpose."

Industry Context

The grant of deferred share units is a common practice in the technology and aerospace industries for compensating non-employee directors, aligning their incentives with long-term shareholder value creation. This type of compensation is often preferred for its tax efficiency and ability to defer income until a later date.

Comparison to Industry Standards

• The grant of deferred share units as director compensation is a standard practice across publicly traded companies, including those in the in-flight connectivity and aviation technology sectors like Gogo Inc.
• Many companies, such as Viasat, Inc. or Panasonic Avionics Corporation (though not publicly traded in the same way), utilize equity-based compensation to attract and retain experienced board members.
• The vesting schedule of one year is typical for such grants, ensuring continued service and commitment from the director.

Corporate Governance

Related Party Transactions

• The transaction involves Mr. Mark Anderson, a director of Gogo Inc., who is also an employee of GTCR LLC, an affiliate of the Reporting Persons (GTCR Partners XII/A&C LP and GTCR Investment XII LLC).
• Mr. Anderson holds these securities on behalf of and for the benefit of the GTCR-affiliated entities, making this a transaction between related parties due to the common control and influence.

Stakeholder Impact

• Shareholders: The grant of DSUs, upon settlement, will result in a minor dilution of existing shares, but it also serves to align the interests of a key director with long-term shareholder value creation.
• Employees: No direct impact on general employees is indicated by this filing.

Next Steps

• The 4,087 deferred share units granted to Mr. Mark Anderson are scheduled to vest on June 30, 2026.
• The vested deferred share units will be settled in shares of Gogo's common stock upon Mr. Anderson's termination of service on the Company's board of directors.

Key Dates

Keywords

Gogo Inc., GOGO, SEC Form 4, insider transaction, deferred share units, director compensation, GTCR, equity compensation, corporate governance