AJG VP Michael Pesch exercises options, withholds shares for tax (NYSE: AJG)
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Arthur J. Gallagher & Co. vice president Michael Robert Pesch exercised 6,750 non-qualified stock options, receiving the same number of common shares at a price of $79.59 per share. A separate transaction shows 3,733 common shares were surrendered at $228.835 per share to cover the option exercise price and related tax obligations, as described in a footnote.
After these transactions, Pesch directly owned 44,865.6557 common shares, along with various outstanding stock options and deferred equity interests. Footnotes explain that phantom stock and notional stock units each represent rights to receive one share of Gallagher common stock, with certain units vesting under an age-based deferred compensation plan and portions scheduled for payment in July of 2025, 2026, 2027, and 2028 and following separation from service.
Positive
- None.
Negative
- None.
Insider Trade Summary
6,750 shares exercised/converted
Mixed
14 txns
Insider
Pesch Michael Robert
Role
Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise | Non-qualified Stock Option | 6,750 | $0.00 | -- |
| Exercise | Common Stock | 6,750 | $79.59 | $537K |
| Tax Withholding | Common Stock | 3,733 | $228.835 | $854K |
| 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 | Non-qualified Stock Option | -- | -- | -- |
| holding | Notional Stock Units | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
| holding | Common Stock | -- | -- | -- |
Holdings After Transaction:
Non-qualified Stock Option — 0 shares (Direct);
Common Stock — 48,598.656 shares (Direct);
Phantom Stock — 49,197.003 shares (Direct);
Notional Stock Units — 5,314.527 shares (Direct);
Common Stock — 59 shares (Indirect, By Child)
Footnotes (1)
- Shares withheld to cover applicable tax obligations and the exercise price relating to the exercise of expiring stock options. Shares held in irrevocable trust, of which his spouse is sole Trustee. Grant date of 3/14/2019. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. 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. Grant date of 3/12/2020. Grant date of 3/16/2021. Grant date of 3/15/2022. Grant date of 3/15/2023. One-third of this stock option becomes exercisable on each of the 3rd, 4th, and 5th anniversaries of the grant date. Closing price of Gallagher common stock on February 28, 2025. One-third of this stock option becomes exerciseable on each of the 3rd, 4th, and 5th anniversaries of the grant date. 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 2025, 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 2025, 2026, 2027 and 2028 and following the reporting person's separation from service.
FAQ
What did AJG executive Michael Robert Pesch report on this Form 4?
Michael Robert Pesch reported exercising 6,750 non-qualified stock options and receiving 6,750 Arthur J. Gallagher & Co. common shares. He then used 3,733 shares to satisfy the option exercise price and related tax obligations through share withholding, leaving a revised direct share balance.
What are the phantom stock and notional stock units reported by AJG’s Pesch?
Each phantom stock and notional stock unit represents the right to receive one share of Arthur J. Gallagher common stock. These awards are tied to deferred compensation and vesting schedules, rather than being currently tradable shares in the market like regular common stock.
How does the Age 62 Plan affect Pesch’s AJG equity awards?
Certain awards are granted under an Age 62 Plan, a nonqualified deferred compensation plan. Participants vest when they attain age 62, or after one year if already 61, meaning these equity-linked units become payable later rather than immediately like standard vested shares.
When will portions of Pesch’s notional stock units in AJG be paid?
Portions of Pesch’s notional stock units are scheduled to be paid in shares of Arthur J. Gallagher common stock in July 2025, 2026, 2027, and 2028, with additional portions payable following his separation from service, according to the plan’s deferral and payout terms.