Form 4: Moog CFO reports share vesting and withholdings

CFO Jennifer Walter reported net +750 Class B shares from TVA vesting on Nov 14–15, 2025, with tax withholdings at $214.98 and updated RSU/SAR holdings.

Summary

• CFO Jennifer Walter reported multiple fixed dollar time-vesting award (TVA) tranches vesting on November 14–15, 2025.
• Awards added 504, 450, and 582 Class B shares; tax withholdings removed 258, 230, and 298 shares at $214.98 per share, resulting in a net +750 Class B shares.
• Direct Class B ownership after the transactions: 11,184 shares; indirect Class B via 401(k): 770 equivalent shares; Class A holdings: 4,604 shares.
• Outstanding RSUs total 1,532, vesting 33.33% each on November 15, 2026; November 15, 2027; and November 15, 2028.
• Outstanding SARs total 30,825 across strike prices of $71.648, $73.39, $80.19, $82.31, $83.00, and $85.95, expiring between 2026 and 2031.

Sentiment

Score: 6

Explanation: Net increase in insider ownership and substantial in-the-money SAR inventory are modest positives; transactions are routine award vestings rather than open-market buys.

Positives

• Net increase of +750 Class B shares to 11,184 direct shares, signaling higher insider ownership.
• Clear forward vesting schedule for 1,532 RSUs through 2028.
• Substantial in-the-money SAR inventory (strike range $71.648–$85.95 vs. $214.98 tax price reference), indicating significant embedded value if share price remains above strikes.

Negatives

• No open-market purchases; all additions stem from equity award vesting.
• 786 shares withheld for taxes reduced gross award delivery to the insider.

Future Outlook

Equity awards continue to vest per schedule: RSUs vest in three equal installments on 11/15/2026, 11/15/2027, and 11/15/2028; SARs vest ratably over three years from their grant dates and expire between 2026 and 2031. No operational or financial guidance is provided.

Industry Context

Executive equity compensation via RSUs, SARs, and fixed-dollar awards is standard across aerospace and industrial motion peers (e.g., Parker-Hannifin, Woodward, HEICO), aligning leadership incentives with long-term shareholder value.

Comparison to Industry Standards

• Use of RSUs with multi-year vesting is consistent with aerospace/industrial peers like Parker-Hannifin (PH) and Woodward (WWD).
• SARs with 3-year graded vesting and 7–10 year expirations resemble plans at HEICO (HEI) and TransDigm (TDG), though grant sizes vary by role and company performance.
• Fixed-dollar-denominated awards (TVAs) tied to FMV at vesting are increasingly common for smoothing equity delivery amid price volatility, aligning with broader S&P 400 industrial practices.

Stakeholder Impact

• Higher insider ownership may be viewed positively by shareholders as alignment with long-term performance.
• Equity award structures support retention of a key executive (CFO), which can benefit creditors and customers through continuity.
• Share withholding for taxes limits immediate market transactions and administrative complexity for the issuer.

Next Steps

• RSU vesting events scheduled on 11/15/2026, 11/15/2027, and 11/15/2028.
• SARs continue to vest ratably over three years from their respective grant dates and may be exercised before expirations in 2026, 2027, 2028, 2029, 2030, and 2031.

Key Dates

Keywords

Moog Inc, Form 4, insider ownership, Jennifer Walter, CFO, TVA, RSU, SAR, Class B Common, Class A Common, equity compensation, tax withholding, 401(k)