12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 10
Insider Trading and Hedging Policy
All of the Company's directors, officers and employees are subject to Moog’s Insider Trading Policy. As part of this Insider
Trading Policy, the Company’s directors, officers and employees are prohibited from engaging (i) in any short sales of the
Company’s securities, (ii) in any transaction involving puts, calls and other derivative instruments that relate to or involve the
Company’s securities or (iii) in any hedging or other monetization transactions or similar arrangements involving the Company’s
securities, including prepaid variable forward contracts, forward sale or purchase contracts, equity swaps, collars or exchange
funds. This policy effectively serves as the Company's anti-hedging policy.
Director Independence
Under the independence standards set forth at 303A.02 of the New York Stock Exchange Listed Company Manual, the Board
has affirmatively determined that only the following non-management directors are independent: Messrs. Gisel, Gundermann,
Kayser, Lawrence, Lipke and Ms. Reichelderfer. Under these standards, the Board has also determined that all standing Board
committees, other than the Executive Committee, are composed entirely of independent directors.
Executive Sessions
The Company’s Corporate Governance Guidelines provide that the non-management directors meet without management at
regularly scheduled executive sessions. Generally, these sessions take place prior to, or following, regularly scheduled Board
meetings. Each executive session is chaired by an independent director. Mr. Kayser was the chair for each of the executive
sessions held during fiscal 2021. The Audit Committee meets with the Company’s independent auditors in regularly scheduled
executive sessions, with the Audit Committee chairperson presiding over such sessions.
Board of Directors Committee Meetings and Members
During fiscal 2021, the Board held six meetings. The following were the standing committees of the Board for fiscal 2021 and the
number of meetings each committee held during fiscal 2021:
Executive
Compensation
Committee
Nominating and
Governance
Committee
Audit Committee
Executive
Committee
Janet M. Coletti
—
—
—
—
Donald R. Fishback
—
M
—
—
William G. Gisel, Jr.
—
—
C
M
Peter J. Gundermann
M
—
M
—
Kraig H. Kayser
C
—
—
M
R. Bradley Lawrence(1)
M
—
M
—
Brian J. Lipke
—
—
M
C
Brenda L. Reichelderfer
M
—
—
M
John R. Scannell
—
C
—
—
5
—
3
1
Director
Number of Meetings Held
C = Chair / M = Member
(1) Mr. Lawrence will retire from the Board immediately prior to the Annual Meeting.
In addition to these formal meetings, the Board and its standing committees may also act by unanimous written consent when
appropriate. For various reasons, Board members may not be able to attend a Board meeting in person or by teleconference. All
Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide
counsel outside the confines of regularly scheduled meetings. Each director attended at least 75% of the aggregate of the Board
meetings and the committee meetings of which committee he or she was a member during fiscal 2021.
It is the Company’s policy that, to the extent reasonably practicable, Board members are expected to attend shareholder
meetings. All of the directors attended the 2021 Annual Meeting of Shareholders held on February 9, 2021.
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