Form 4: Moog VP Schaff Reports RSU Vesting, Tax Withholding
Insider Transaction Report
Moog Inc. Vice President Michael A. Schaff reported the vesting of performance-based restricted stock units and subsequent tax-related share withholding, alongside new RSU and SAR grants.
Summary
- Michael A. Schaff, Vice President of Moog Inc., reported transactions involving Class B Common stock on November 25, 2025.
- Acquired 790 shares of Class B Common stock at $0 price 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.
- Disposed of 404 shares of Class B Common stock at a price of $220 per share, which were withheld for taxes upon the settlement of the vested performance-based RSUs.
- Following these transactions, Schaff directly beneficially owns 3,148 Class B Common shares and indirectly owns 1,034 Class B Common shares in the Moog Inc. Retirement Savings Plan, totaling 4,182 shares.
- Holds 1,053 Restricted Stock Units (RSUs) granted under the Moog Inc. 2025 Long Term Incentive Plan, with vesting scheduled at 33.33% on November 15, 2026, November 15, 2027, and November 15, 2028.
- Holds various Stock Appreciation Rights (SARs) with exercise prices ranging from $73.39 to $85.95 and expiration dates between November 14, 2027, and November 16, 2031, which become exercisable ratably over three years from the first anniversary of their grant date.
Sentiment
Score: 7
Explanation: The filing indicates successful achievement of performance goals for executive compensation, which is a positive sign for company performance. While shares were sold for taxes, this is a standard practice and not indicative of negative sentiment. The ongoing grants of RSUs and SARs suggest continued alignment of executive incentives with long-term company growth.
Positives
- Achievement of performance goals led to the vesting of 790 performance-based restricted stock units.
- The reporting person continues to hold a significant number of shares and derivative securities, aligning interests with shareholders.
Negatives
- 404 shares were disposed of to cover tax obligations, reducing direct beneficial ownership.
Future Outlook
NA
Industry Context
This filing reflects routine executive compensation activities within a publicly traded company, common across various industries for aligning management incentives with shareholder value through equity awards. The specific details of RSU vesting and SAR grants are typical mechanisms used in long-term incentive plans.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Plan Reference | Transactions occurred under the Moog Inc. 2014 Long Term Incentive Plan and the Moog Inc. 2025 Long Term Incentive Plan, indicating the company's established framework for executive equity compensation. | NA | Reinforces the company's commitment to performance-based compensation and long-term incentive alignment for executives. |
Related Party Transactions
- The acquisition of shares through RSU vesting and the grant of new RSUs and SARs are transactions between an officer (Michael A. Schaff) and the company (Moog Inc.), which are considered related party transactions as part of executive compensation.
Stakeholder Impact
- Shareholders: The vesting of performance-based awards suggests that company performance metrics tied to executive compensation were met, which could be viewed positively. The continued equity holdings and new grants align executive interests with shareholder value.
- Employees: Reflects the company's compensation structure for executives, which may influence broader compensation philosophies.
Next Steps
- Future vesting of 1,053 RSUs on November 15, 2026, November 15, 2027, and November 15, 2028.
- SARs will become exercisable ratably over three years beginning on the first anniversary from their respective grant dates.
Key Dates
| Date | Description |
|---|---|
| 2022-11-15 | Date performance-based restricted stock units were granted to Michael A. Schaff. |
| 2025-11-25 | Date of transaction for vesting of performance-based RSUs and shares withheld for taxes. |
| 2025-11-28 | Date the Form 4 was signed by Power of Attorney. |
| 2026-11-15 | First vesting date for 33.33% of 1,053 RSUs granted under the 2025 Long Term Incentive Plan. |
| 2027-11-14 | Expiration date for SARs with an exercise price of $82.31. |
| 2027-11-15 | Second vesting date for 33.33% of 1,053 RSUs granted under the 2025 Long Term Incentive Plan. |
| 2028-11-13 | Expiration date for SARs with an exercise price of $80.19. |
| 2028-11-15 | Third vesting date for 33.33% of 1,053 RSUs granted under the 2025 Long Term Incentive Plan. |
| 2029-11-12 | Expiration date for SARs with an exercise price of $85.95. |
| 2030-11-17 | Expiration date for SARs with an exercise price of $73.39. |
| 2031-11-16 | Expiration date for SARs with an exercise price of $83. |
Recommendation
holdThis Form 4 primarily details routine executive compensation events, including the vesting of performance-based restricted stock units and subsequent tax-related share withholding, along with new equity grants. These transactions are expected outcomes of established incentive plans and do not provide new material information about the company's operational performance or strategic direction that would warrant a change in investment recommendation. The achievement of performance goals for RSU vesting is a positive, but the overall impact on the company's valuation is neutral given the nature of the filing. Therefore, a 'hold' recommendation is appropriate as there's no new information to suggest a significant shift in the investment thesis.
Keywords
Moog Inc., MOGA, MOGB, SEC Form 4, Insider Trading, Restricted Stock Units, RSU, Stock Appreciation Rights, SAR, Executive Compensation, Beneficial Ownership, Performance Goals, Equity Incentive Plan
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