Form 4: Moog VP Mark Graczyk Reports Equity Holdings

Moog Inc. Vice President Mark D. Graczyk filed a Form 4 detailing his beneficial ownership of Class B Common stock, Restricted Stock Units, and Stock Appreciation Rights.

Summary

• Mark D. Graczyk, Vice President of Moog Inc., reported beneficial ownership of 1,935 shares of Class B Common stock directly and 1,127 shares indirectly through a 401(k) plan.
• Direct holdings include 33 shares acquired on December 30, 2024, and 34 shares acquired on June 28, 2025, under the Moog Inc. Employee Stock Purchase Plan.
• Graczyk was granted 1,149 Restricted Stock Units (RSUs) on November 11, 2025, under the Moog Inc. 2025 Long Term Incentive Plan.
• These RSUs will vest in three equal tranches of 33.33% on November 15, 2026, November 15, 2027, and November 15, 2028.
• He also holds several Stock Appreciation Rights (SARs) granted under the Moog Inc. 2014 Long Term Incentive Plan, with various exercise prices and expiration dates.
• The SARs include grants for 806 shares (exercise price $82.31, expires 11/14/2027), 1,741 shares (exercise price $80.19, expires 11/13/2028), 1,736 shares (exercise price $85.95, expires 11/12/2029), 1,089 shares (exercise price $73.39, expires 11/17/2030), and 992 shares (exercise price $83, expires 11/16/2031).
• SARs become exercisable ratably over three years beginning on the first anniversary from the date of grant.

Sentiment

Score: 7

Explanation: The filing details standard executive equity compensation, aligning management interests with shareholder value through RSU and SAR grants. This is a neutral to positive event as it indicates continued executive commitment and incentive alignment.

Positives

• The grant of Restricted Stock Units (RSUs) and Stock Appreciation Rights (SARs) aligns the Vice President's interests with long-term shareholder value.
• Participation in the Employee Stock Purchase Plan demonstrates management's confidence and investment in the company's equity.

Future Outlook

The equity grants, including RSUs and SARs, are designed to incentivize the Vice President's future performance and align his financial interests with the long-term success and shareholder value creation of Moog Inc. The vesting schedules and expiration dates extend several years into the future, indicating a sustained focus on long-term objectives.

Industry Context

This Form 4 filing is a routine disclosure of executive equity compensation, a common practice across publicly traded companies to align management incentives with shareholder returns. The use of RSUs and SARs reflects standard long-term incentive plan structures prevalent in the aerospace, defense, and industrial sectors where Moog Inc. operates, aiming to retain key talent and motivate performance.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Stock Appreciation Rights (SARs) for executive compensation is a standard practice, comparable to incentive structures at companies like Parker-Hannifin (PH), Rockwell Automation (ROK), or TransDigm Group (TDG) within the industrial and aerospace components sectors.
• The vesting schedule for RSUs (33.33% annually over three years) and the exercisability of SARs (ratably over three years) are typical for long-term incentive plans, designed to encourage sustained performance and executive retention, similar to those observed in peer companies.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity grants align the Vice President's financial incentives with the company's long-term performance, potentially fostering greater value creation.
• Employees: The Employee Stock Purchase Plan participation indicates a broader employee ownership program, which can positively impact employee morale and retention.

Next Steps

• RSUs will vest in tranches on November 15, 2026, November 15, 2027, and November 15, 2028.
• SARs will become exercisable ratably over three years from their respective grant dates.

Key Dates

Keywords

Moog Inc., MOGA, MOGB, Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, Stock Appreciation Rights, Executive Compensation, Mark D. Graczyk