Form 4: Moog CFO Jennifer Walter Reports Equity Transactions

Moog Inc.'s CFO, Jennifer Walter, reported the vesting of performance-based restricted stock units and related tax withholdings, alongside updates to her derivative holdings.

Summary

• Jennifer Walter, CFO of Moog Inc., acquired 5,448 shares of Class B Common stock on November 25, 2025, at a price of $0 per share.
• These shares were issued due to the vesting of performance-based restricted stock units (RSUs) granted on November 15, 2022, under the Moog Inc. 2014 Long Term Incentive Plan, following the achievement of performance goals.
• Concurrently, 2,782 shares of Class B Common stock were disposed of (withheld for taxes) at a price of $220 per share on November 25, 2025, upon the settlement of the vested RSUs.
• Following these transactions, Jennifer Walter directly beneficially owns 13,850 shares of Class B Common stock and 4,604 shares of Class A Common stock.
• She also indirectly owns 770 shares of Class B Common stock through the Moog Inc. Retirement Savings Plan.
• The filing also details her derivative holdings, including 1,532 Restricted Stock Units (RSUs) granted under the Moog Inc. 2025 Long Term Incentive Plan, which will vest in three equal installments on November 15, 2026, 2027, and 2028.
• Additionally, she holds various Stock Appreciation Rights (SARs) with exercise prices ranging from $71.648 to $85.95 and expiration dates between November 15, 2026, and November 16, 2031.

Sentiment

Score: 7

Explanation: The filing indicates positive news regarding the achievement of performance goals, leading to the vesting of executive equity awards. While there's a tax-related share disposition, the overall context of earned compensation and future equity incentives is positive for executive alignment and retention.

Positives

• Vesting of 5,448 performance-based restricted stock units indicates the achievement of performance goals by the company and/or the reporting person.
• The acquisition of shares at $0 price reflects compensation through an equity incentive plan, aligning management's interests with shareholders.

Negatives

• 2,782 shares were withheld for taxes at a price of $220 per share, representing a reduction in direct beneficial ownership due to tax obligations.

Future Outlook

The filing indicates future vesting events for 1,532 Restricted Stock Units (RSUs) granted under the Moog Inc. 2025 Long Term Incentive Plan, with vesting scheduled in three equal installments on November 15, 2026, 2027, and 2028. Additionally, various Stock Appreciation Rights (SARs) will become exercisable ratably over three years from their respective grant dates, with expiration dates extending up to November 16, 2031.

Management Comments

• Shares issued pursuant to vesting of performance-based restricted stock units that were granted to the reporting person on November 15, 2022, upon achievement of performance goals under the Moog Inc. 2014 Long Term Incentive Plan.
• The performance-based restricted stock units were granted under an equity incentive compensation plan maintained by Moog Inc. and therefore the reporting person paid no price for the shares received upon the vesting of the performance-based restricted stock units.
• Shares withheld for taxes upon the settlement in shares of performance-based restricted stock units previously granted to the reporting person.
• Restricted Stock Units (RSU) granted under the Moog Inc. 2025 Long Term Incentive Plan. 33.33% of the total RSUs granted will each vest on November 15, 2026; November 15, 2027; and November 15, 2028.
• Each restricted stock unit (RSU) represents a contingent right to receive one share of Moog Inc.'s Class B common stock.
• Stock Appreciation Rights (SAR) granted under the Moog Inc. 2014 Long Term Incentive Plan. SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.

Industry Context

This Form 4 filing details routine insider equity transactions for a CFO, which is a standard practice in publicly traded companies. It reflects the company's use of equity-based compensation plans (RSUs and SARs) to incentivize and retain key executives, aligning their interests with long-term shareholder value. This is a common compensation strategy across various industries, particularly in manufacturing and technology sectors where Moog Inc. operates.

Comparison to Industry Standards

• The use of performance-based restricted stock units (RSUs) and Stock Appreciation Rights (SARs) as executive compensation is a common practice among publicly traded companies, including peers in the aerospace, defense, and industrial manufacturing sectors.
• The vesting of performance-based RSUs upon achievement of performance goals aligns with best practices for executive incentive compensation, linking pay to company performance.
• The withholding of shares for tax purposes upon RSU vesting is a standard mechanism for managing tax liabilities associated with equity compensation, observed across companies like Boeing, Lockheed Martin, and General Electric.
• The structure of SARs becoming exercisable ratably over three years is also a typical vesting schedule designed to encourage long-term retention and performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The vesting of performance-based RSUs suggests the company met certain performance targets, which is generally positive. The equity compensation structure aligns executive interests with shareholder value.
• Employees: The existence of long-term incentive plans (2014 and 2025) indicates a structured approach to executive compensation and retention, which can be a positive signal for overall employee morale and talent management.
• Management: Jennifer Walter's equity holdings and future vesting schedules provide a strong incentive for her continued performance and commitment to Moog Inc.'s long-term success.

Next Steps

• Future vesting of 33.33% of 2025 RSUs on November 15, 2026.
• Future vesting of 33.33% of 2025 RSUs on November 15, 2027.
• Future vesting of 33.33% of 2025 RSUs on November 15, 2028.
• Stock Appreciation Rights will become exercisable ratably over three years from their respective grant dates.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the vesting of performance-based restricted stock units and associated tax withholdings. While the achievement of performance goals is positive, these are standard, expected events for executive equity awards and do not typically signal a significant change in the company's fundamental outlook or warrant a strong buy/sell recommendation. The transactions reflect ongoing compensation practices and executive alignment rather than a new strategic development. Therefore, a "hold" recommendation is appropriate as this filing alone does not provide new information to alter an existing investment thesis.

Keywords

Moog Inc., MOGA, MOGB, Jennifer Walter, CFO, Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Appreciation Rights, SAR, Equity Compensation, Performance Goals, Beneficial Ownership