12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 11
Nominating and Governance Committee
The Nominating and Governance Committee is composed solely of independent directors and participates in the search for
qualified directors. The criteria for selecting nominees for election as directors of the Company includes experience in the
operation of large public or private organizations, as well as accomplishments, education, capabilities, high personal and
professional integrity and the willingness to represent the interests of all shareholders and not of any special interest group. From
time to time, the Nominating and Governance Committee will engage a professional search firm, to which it pays a fee, to assist
in identifying and evaluating potential nominees. After conducting an initial evaluation of a candidate, the Nominating and
Governance Committee will interview that candidate if it believes the candidate might be suitable to be a director and will also
ask the candidate to meet with other directors and management. If the Nominating and Governance Committee believes a
candidate would be a valuable addition to the Board, it will recommend to the full Board that candidate’s nomination for election.
The Nominating and Governance Committee does not have a formal written policy with regard to considering diversity in
identifying nominees for director, but when considering director candidates, it seeks individuals with backgrounds and capabilities
that, when combined with those of the Company’s other directors, bring a broad range of complementary skills, expertise,
industry and regulatory knowledge and diversity of perspectives to build a capable, responsive and effective Board. Diversity
considerations for a director nominee may vary at any time according to the particular area of expertise being sought to
complement the existing Board composition.
A shareholder wishing to nominate a candidate should forward the candidate’s name and a detailed background of the
candidate’s qualifications to the Secretary of the Company in accordance with the procedures outlined in the Company’s by-laws.
In making a nomination, shareholders should take into consideration the criteria set forth above and in the Company’s Corporate
Governance Guidelines. The Nominating and Governance Committee will use the same process for evaluating candidates for
director regardless of source of such nomination, including from a shareholder. The Board has adopted a written charter for the
Nominating and Governance Committee. A copy of the charter is available on the Company’s website at www.moog.com by
selecting Investors, Corporate Governance Guidelines and then Nominating and Governance Committee Charter.
All of the Nominating and Governance Committee members meet the independence and experience requirements of the New
York Stock Exchange and the Securities and Exchange Commission. The Nominating and Governance Committee held one
meeting in fiscal 2021; and on November 15, 2021, met and nominated Messrs. Gundermann and Lipke for election at the
Annual Meeting.
Audit Committee
The Audit Committee is responsible for assisting the Board in monitoring the integrity of the Company’s financial statements, the
Company’s compliance with legal and regulatory requirements, the Independent Registered Public Accounting Firm's
qualifications and independence, and the performance of the Company’s internal audit function and the Independent Registered
Public Accounting Firm. The Audit Committee has the sole authority to retain and terminate the Independent Registered Public
Accounting Firm and is directly responsible for the compensation and oversight of the work of the Independent Registered Public
Accounting Firm. The Independent Registered Public Accounting Firm reports directly to the Audit Committee. The Audit
Committee reviews and discusses with management and the Independent Registered Public Accounting Firm the annual audited
and quarterly financial statements, including disclosures made in “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.” The Audit Committee also reviews and considers quarterly reports from the Independent Registered
Public Accounting Firm on the Company's critical accounting policies and practices, internal control over financial reporting and
major financial risk exposures. The Board has adopted a written charter for the Audit Committee, which is available on the
Company’s website at www.moog.com by selecting Investors, Corporate Governance Guidelines and then Charter of the Audit
Committee of the Board of Directors.
All of the Audit Committee members meet the independence and experience requirements of the New York Stock Exchange and
the Securities and Exchange Commission. The Board has determined all Audit Committee members are audit committee
financial experts under the rules of the Securities and Exchange Commission. The Audit Committee held five meetings in fiscal
2021, in person and by telephone conference. On a regular basis, the Audit Committee met separately with the Company’s
internal auditors and separately with the Independent Registered Public Accounting Firm and management.
Executive Compensation Committee
The Executive Compensation Committee is responsible for discharging the Board’s duties relating to executive compensation,
including making all decisions regarding compensation of the executive officers and is responsible for administering the
Company’s executive compensation program. The Executive Compensation Committee reviews both short-term and long-term
corporate goals and objectives with respect to compensation of the CEO and the other executive officers. The Executive
Compensation Committee also reviews and discusses with management the impact of Moog’s compensation policies and
practices on risk-taking within the Company. At least once a year, the Executive Compensation Committee evaluates the
performance of the CEO and other executive officers in light of these goals and objectives; and based on these evaluations,
approves the compensation of the CEO and the other executive officers. The Executive Compensation Committee also reviews
and recommends to the Board incentive compensation plans that are subject to the Board’s approval.
8