Form 4: Moog VP Mclachlan Reports Equity Transactions
Insider Transaction Report
Moog Inc. Vice President Stuart Mclachlan reported the vesting of performance-based restricted stock units and subsequent tax-related share withholding.
Summary
- Stuart Mclachlan, Vice President of Moog Inc., reported changes in his beneficial ownership of company securities.
- On November 25, 2025, Mclachlan acquired 3,100 shares of Class B Common stock at a price of $0, resulting from the vesting of performance-based restricted stock units granted on November 15, 2022.
- These units vested due to the achievement of performance goals under the Moog Inc. 2014 Long Term Incentive Plan.
- Concurrently, 1,457 shares of Class B Common stock were disposed of at a price of $220 per share to cover tax obligations related to the settlement of these restricted stock units.
- Following these transactions, Mclachlan directly owns 5,983 shares of Class B Common stock and 1,451 shares of Class A Common stock.
- Mclachlan also holds 766 Restricted Stock Units (RSUs) under the Moog Inc. 2025 Long Term Incentive Plan, vesting in three equal tranches on November 15, 2026, November 15, 2027, and November 15, 2028.
- Additionally, Mclachlan holds various Stock Appreciation Rights (SARs) granted under the Moog Inc. 2014 Long Term Incentive Plan, 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 successful achievement of performance goals leading to RSU vesting, which is positive for the executive and implies good company performance. The tax withholding is a routine event. The overall sentiment is moderately positive due to the successful vesting of performance-based awards.
Positives
- Vesting of 3,100 performance-based restricted stock units indicates the achievement of performance goals by the company and the reporting person.
- The reporting person received shares at a $0 cost basis for the vested units, representing a direct gain.
Negatives
- 1,457 shares were disposed of to cover tax liabilities, reducing the direct shareholding.
Future Outlook
The filing details future vesting schedules for Restricted Stock Units (RSUs) on November 15, 2026, November 15, 2027, and November 15, 2028, and outlines expiration dates for various Stock Appreciation Rights (SARs) extending to November 16, 2031, indicating ongoing long-term incentive plan participation.
Industry Context
This Form 4 filing reflects routine executive compensation practices within publicly traded companies, where performance-based equity awards are a common component of long-term incentive plans. The vesting of RSUs and subsequent tax withholding are standard events in executive compensation cycles, aligning executive interests with shareholder value creation through performance metrics.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Power of Attorney Grant | Stuart Mclachlan 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 with the SEC. | November 28, 2025 | Streamlines compliance with Section 16(a) of the Exchange Act and Rule 144 under the Securities Act for the reporting person, ensuring timely and accurate filings. |
Stakeholder Impact
- Shareholders: The vesting of performance-based awards suggests the company met certain performance targets, which could be viewed positively. The tax withholding is a routine event and has minimal direct impact on other shareholders.
- Employees: Reflects the company's ongoing use of equity incentive plans to reward and retain key personnel.
Next Steps
- Vesting of remaining 766 Restricted Stock Units (RSUs) in three equal tranches on November 15, 2026, November 15, 2027, and November 15, 2028.
- Potential exercise of Stock Appreciation Rights (SARs) as they become exercisable ratably over three years from their grant dates, with various expiration dates up to November 16, 2031.
Key Dates
| Date | Description |
|---|---|
| 2014 | Moog Inc. Long Term Incentive Plan established. |
| November 15, 2022 | Date performance-based restricted stock units were granted to Stuart Mclachlan. |
| November 25, 2025 | Date of vesting for performance-based restricted stock units and subsequent tax-related share disposition. |
| November 28, 2025 | Date the Form 4 was signed by Power of Attorney. |
| November 15, 2026 | Expiration date for 2,000 SARs and first vesting date for RSUs granted under the 2025 plan. |
| November 14, 2027 | Expiration date for 1,611 SARs. |
| November 15, 2027 | Second vesting date for RSUs granted under the 2025 plan. |
| November 12, 2028 | Expiration date for 1,741 SARs. |
| November 15, 2028 | Third vesting date for RSUs granted under the 2025 plan. |
| November 12, 2029 | Expiration date for 1,736 SARs. |
| November 17, 2030 | Expiration date for 1,089 SARs. |
| November 16, 2031 | Expiration date for 3,737 SARs. |
Recommendation
holdThis Form 4 filing details routine executive compensation events, specifically the vesting of performance-based restricted stock units and subsequent tax withholding. While the vesting indicates the achievement of performance goals, which is a positive signal, the transaction itself is a standard part of executive compensation and does not provide new fundamental information to warrant a change in investment recommendation. The disposition for tax purposes is also a common occurrence. Therefore, a 'hold' recommendation is appropriate as this filing does not present new material information that would significantly alter the investment thesis for Moog Inc.
Keywords
Moog Inc., MOGA, MOGB, Stuart Mclachlan, Form 4, Insider Trading, Beneficial Ownership, Restricted Stock Units, RSU, Stock Appreciation Rights, SAR, Equity Compensation, Executive Compensation, Performance Goals, Tax Withholding
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