Form 4: Graco Director Heather Anfang Acquires Deferred Stock Shares as Compensation

Graco Inc. Director Heather L. Anfang acquired 290.8 deferred stock shares on July 1, 2025, as part of her quarterly retainer fees, increasing her total beneficial ownership to 2,576.4976 shares.

Summary

• Heather L. Anfang, a Director of Graco Inc. (GGG), acquired 290.8 deferred stock shares.
• The transaction occurred on July 1, 2025.
• These shares were received in lieu of quarterly retainer fees.
• The deferred stock shares are accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan.
• The shares are to be settled 100% in Graco common stock in a lump sum or installments upon Ms. Anfang's termination of service on the Board.
• Following this transaction, Ms. Anfang beneficially owns 2,576.4976 deferred stock shares.
• This total includes deferred stock shares acquired through the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), which are exempt under Rule 16a-11.
• The underlying common stock price for the derivative security is $85.97.

Sentiment

Score: 7

Explanation: The filing indicates a routine, positive event where a director increases their ownership, aligning interests with shareholders. No negative information is present.

Positives

• Director Heather L. Anfang is increasing her beneficial ownership in Graco Inc. through the acquisition of deferred stock shares.
• The use of deferred stock shares in lieu of cash retainer fees aligns the director's interests with long-term shareholder value.
• The inclusion of shares from the Automatic Dividend Reinvestment Plan (DRIP) indicates a continued commitment to increasing ownership.

Future Outlook

The deferred stock shares are structured to be settled in Graco common stock upon the reporting person's termination of service on the Board, indicating a long-term retention and alignment mechanism.

Management Comments

• The deferred stock shares were accrued under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan and are to be settled 100% in Graco common stock in a lump sum or installments upon reporting person's termination of service on the Board.
• Shares of Graco Inc. deferred stock received in lieu of quarterly retainer fees.
• The number of deferred stock shares includes deferred stock shares acquired under the Graco Inc. Automatic Dividend Reinvestment Plan (DRIP), exempt under Rule 16a-11.

Industry Context

This transaction is a routine insider filing, common across industries where directors receive equity compensation to align their interests with shareholders. It reflects standard corporate governance practices for compensating board members with long-term incentives.

Comparison to Industry Standards

• Compensating directors with deferred stock or equity is a common practice across many industries, including manufacturing and industrial companies like Graco, as it aligns director incentives with long-term shareholder value, similar to practices at companies such as Illinois Tool Works (ITW) or Dover Corporation (DOV).
• The use of a stock incentive plan (Graco Inc. Amended and Restated 2019 Stock Incentive Plan) for equity awards is standard and comparable to plans adopted by peer companies to attract and retain qualified board members.
• Automatic Dividend Reinvestment Plans (DRIPs) for equity compensation are also a standard mechanism, allowing directors to incrementally increase their holdings, similar to programs seen at diversified industrial companies.

Corporate Governance

Related Party Transactions

• Acquisition of 290.8 deferred stock shares by Director Heather L. Anfang in lieu of quarterly retainer fees, under the Graco Inc. Amended and Restated 2019 Stock Incentive Plan.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with long-term shareholder value due to equity-based compensation.
• Management: Reinforces the company's compensation strategy for its board members.

Next Steps

• Settlement of deferred stock shares in Graco common stock upon Heather L. Anfang's termination of service on the Board.

Key Dates

Keywords

Graco Inc., GGG, SEC Form 4, Insider Transaction, Deferred Stock, Director Compensation, Stock Incentive Plan, Beneficial Ownership, Equity Compensation