Form 4: Moog CEO Patrick Roche Reports Vesting of Performance Stock
Insider Transaction Report
Moog Inc. CEO Patrick J. Roche reported the vesting of 16,434 performance-based restricted stock units and the withholding of 8,390 shares for taxes.
Summary
- Patrick J. Roche, CEO and Director of Moog Inc., acquired 16,434 shares of Class B Common Stock on November 25, 2025, through the vesting of performance-based restricted stock units (RSUs).
- These RSUs were granted on November 15, 2022, under the Moog Inc. 2014 Long Term Incentive Plan, indicating the achievement of performance goals.
- No price was paid for these shares as they were part of an equity incentive compensation plan.
- Concurrently, 8,390 shares of Class B Common Stock were withheld for taxes at a price of $220 per share, upon the settlement of these RSUs.
- Following these transactions, Mr. Roche directly holds 26,783 Class B Common shares and 18,661 Class A Common shares, with an additional 555 Class B Common equivalent shares indirectly held in a 401(k) plan.
- The filing also details existing derivative securities, including 7,658 Restricted Stock Units (RSUs) from the 2025 Long Term Incentive Plan, vesting in three equal tranches from November 2026 to November 2028, and several tranches of Stock Appreciation Rights (SARs) granted under the 2014 plan with various exercise prices and expiration dates through November 2031.
Sentiment
Score: 7
Explanation: The vesting of performance-based restricted stock units is a positive indicator, suggesting the company met its performance goals. However, a portion of shares were withheld for taxes, which is a standard but not inherently positive or negative event. The overall sentiment is moderately positive due to the achievement of performance targets.
Positives
- Vesting of 16,434 performance-based restricted stock units indicates the achievement of performance goals set under the Moog Inc. 2014 Long Term Incentive Plan.
- The acquisition of shares at a $0 price reflects a benefit from the company's equity incentive compensation plan.
Negatives
- 8,390 shares of Class B Common Stock were withheld for taxes at a price of $220 per share, reducing the net shares received from the RSU vesting.
Future Outlook
NA
Industry Context
This Form 4 filing details an insider transaction for Moog Inc., a company operating in the aerospace, defense, and industrial sectors. While the transaction itself is specific to executive compensation, the vesting of performance-based units can reflect positively on the company's operational performance within its competitive landscape, suggesting management achieved set goals.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Patrick J. Roche granted a Limited Power of Attorney to Eric Moss, Will Lashley, and Elwira Kelly to execute and file Forms 3, 4, 5, and 144 on his behalf. This streamlines compliance with Section 16(a) of the Securities Exchange Act of 1934 and Rule 144 under the Securities Act of 1933. | 11/28/2025 | Enhances efficiency and ensures timely compliance with SEC reporting requirements for insider transactions, reducing administrative burden on the executive. |
Related Party Transactions
- The vesting of performance-based restricted stock units and the grant of Stock Appreciation Rights are forms of executive compensation, which are considered related-party transactions between the company and its CEO.
Stakeholder Impact
- Shareholders: The vesting of performance-based units can be viewed positively as it indicates management's achievement of company goals, potentially aligning executive interests with shareholder value. The withholding of shares for taxes is a routine event.
- Employees: The existence of long-term incentive plans (RSUs, SARs) demonstrates the company's commitment to performance-based compensation, which can motivate employees and executives.
Key Dates
| Date | Description |
|---|---|
| 11/15/2022 | Grant date of performance-based restricted stock units that vested on 11/25/2025. |
| 11/25/2025 | Date of reported transactions: vesting of performance-based RSUs and shares withheld for taxes. |
| 11/28/2025 | Date of signature for the Form 4 and execution date of the Limited Power of Attorney. |
| 11/15/2026 | First vesting date for 33.33% of RSUs granted under the Moog Inc. 2025 Long Term Incentive Plan, and expiration date for a tranche of SARs. |
| 11/14/2027 | Expiration date for a tranche of SARs. |
| 11/15/2027 | Second vesting date for 33.33% of RSUs granted under the Moog Inc. 2025 Long Term Incentive Plan. |
| 11/13/2028 | Expiration date for a tranche of SARs. |
| 11/15/2028 | Third vesting date for 33.33% of RSUs granted under the Moog Inc. 2025 Long Term Incentive Plan. |
| 11/12/2029 | Expiration date for a tranche of SARs. |
| 11/17/2030 | Expiration date for a tranche of SARs. |
| 11/16/2031 | Expiration date for a tranche of SARs. |
Recommendation
holdThis Form 4 filing reports routine insider transactions related to executive compensation, specifically the vesting of performance-based restricted stock units and the subsequent withholding of shares for tax purposes. While the vesting indicates the achievement of performance goals, which is a positive signal, it does not provide new fundamental information about the company's future prospects or financial health that would warrant a change in investment recommendation. The transaction is a standard part of executive compensation plans. Therefore, a 'hold' recommendation is appropriate as there's no new information to alter an existing investment thesis.
Keywords
Moog Inc., MOGA, MOGB, Patrick J. Roche, Form 4, Insider Transaction, Restricted Stock Units, RSU, Stock Appreciation Rights, SAR, Executive Compensation, Equity Incentive Plan, Performance Goals, Share Vesting, Director, CEO
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