Form 4: Moog CEO Patrick Roche Reports RSU Grant, SAR Holdings

Sentiment:

Insider Transaction Report 13 November 2025 8:43 PM

Moog Inc.'s CEO and Director, Patrick J. Roche, reported the grant of 7,658 Restricted Stock Units and updated holdings of Stock Appreciation Rights and common stock.

Summary

Patrick J. Roche, Chief Executive Officer and Director of Moog Inc. (MOGA/MOGB), filed a Statement of Changes in Beneficial Ownership (Form 4).
He was granted 7,658 Restricted Stock Units (RSUs) on November 11, 2025, under the Moog Inc. 2025 Long Term Incentive Plan.
These RSUs will vest in three equal installments of 33.33% on November 15, 2026, November 15, 2027, and November 15, 2028.
Each RSU represents a contingent right to receive one share of Moog Inc.'s Class B common stock.
The filing also details existing Stock Appreciation Rights (SARs) granted under the Moog Inc. 2014 Long Term Incentive Plan, which become exercisable ratably over three years from their respective grant dates.
Roche's direct holdings include 18,661 shares of Class A Common stock and 16,083 shares of Class B Common stock.
He indirectly holds 555 shares of Class B Common stock in the Moog Inc. Retirement Savings Plan.

Sentiment

Score: 7

Explanation: The filing reports a routine grant of equity-based compensation (RSUs and SARs) to the CEO, which is a positive for aligning management's interests with shareholders. It does not indicate any negative operational or financial news, nor does it suggest a significant positive event beyond standard compensation practices.

Positives

The grant of 7,658 Restricted Stock Units (RSUs) to the CEO aligns management's interests with long-term shareholder value creation.
The existence of established long-term incentive plans (Moog Inc. 2025 Long Term Incentive Plan and 2014 Long Term Incentive Plan) indicates a structured approach to executive compensation and retention.

Future Outlook

The vesting schedule for the granted Restricted Stock Units (RSUs) extends through November 2028, indicating a long-term incentive structure for the Chief Executive Officer. Stock Appreciation Rights (SARs) also have future exercisability and expiration dates, aligning executive compensation with future stock performance.

Industry Context

This filing reflects a standard executive compensation practice within publicly traded companies, utilizing equity-based incentives like Restricted Stock Units (RSUs) and Stock Appreciation Rights (SARs) to align management's interests with shareholder value creation. Such plans are common across various industries, including aerospace and defense, where Moog Inc. operates.

Comparison to Industry Standards

The use of Restricted Stock Units (RSUs) and Stock Appreciation Rights (SARs) as part of executive compensation is a widely adopted practice across industries, including aerospace and defense companies like Raytheon Technologies, Lockheed Martin, and Boeing.
These instruments are designed to incentivize long-term performance and retention, aligning executive interests with shareholder returns.
The specific vesting schedules and grant sizes are typically benchmarked against peer groups to ensure competitive compensation practices within the industry.

Corporate Governance

Change Type	Description	Effective Date	Impact Assessment
Executive Compensation Plan	Grant of Restricted Stock Units (RSUs) under the Moog Inc. 2025 Long Term Incentive Plan.	11/11/2025	Aligns executive incentives with long-term shareholder value and retention.
Executive Compensation Plan	Holding of Stock Appreciation Rights (SARs) under the Moog Inc. 2014 Long Term Incentive Plan.	N/A (ongoing)	Provides executives with a financial interest in the company's stock price appreciation.

Related Party Transactions

The grant of Restricted Stock Units and the holding of Stock Appreciation Rights represent compensation transactions between Moog Inc. and its Chief Executive Officer, Patrick J. Roche, who is a related party.

Stakeholder Impact

Shareholders: The RSU grant, upon vesting, will result in a minor dilution of existing shares but is intended to align the CEO's interests with long-term shareholder value.
Employees: The long-term incentive plans demonstrate the company's commitment to attracting and retaining key talent, potentially boosting overall employee morale and performance.
Management: The CEO receives significant equity-based compensation, incentivizing performance and retention.

Next Steps

Vesting of 33.33% of RSUs on November 15, 2026.
Vesting of 33.33% of RSUs on November 15, 2027.
Vesting of 33.33% of RSUs on November 15, 2028.
Stock Appreciation Rights (SARs) will become exercisable ratably over three years from their respective grant dates.

Key Dates

Date	Description
11/11/2025	Date of RSU grant transaction.
11/13/2025	Signature date of the reporting person's Power of Attorney.
11/15/2026	First vesting date for 33.33% of granted RSUs; Expiration date for SARs with exercise price $71.648.
11/14/2027	Expiration date for SARs with exercise price $82.31.
11/15/2027	Second vesting date for 33.33% of granted RSUs.
11/13/2028	Expiration date for SARs with exercise price $80.19.
11/15/2028	Third vesting date for 33.33% of granted RSUs.
11/12/2029	Expiration date for SARs with exercise price $85.95.
11/17/2030	Expiration date for SARs with exercise price $73.39.
11/16/2031	Expiration date for SARs with exercise price $83.

Keywords

Moog Inc., MOGA, MOGB, Patrick J. Roche, Form 4, SEC filing, insider transaction, Restricted Stock Units, RSU, Stock Appreciation Rights, SAR, executive compensation, beneficial ownership, corporate governance

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