12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 12
The Executive Compensation Committee is responsible for approving stock incentive awards to executive officers and key
employees. The Executive Compensation Committee reviews management recommendations regarding awards to both
executive officers and key employees, evaluating such potential awards in relation to overall compensation levels. The Executive
Compensation Committee also reviews such awards with consideration for the potential dilution to shareholders, and limits stock
awards such that the potential dilutive effect is within normally accepted practice. With regard to stock incentive grants to
directors, such grants are approved by the full Board. The Executive Compensation Committee held three meetings in fiscal
2021.
All of the Executive Compensation Committee members meet the independence requirements of the New York Stock Exchange.
The Board has adopted a written charter for the Executive Compensation 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 Executive
Compensation Committee Charter.
During fiscal 2021, the Executive Compensation Committee utilized data provided in a report prepared by Korn Ferry, an
independent professional compensation consulting firm, to assist and guide the Executive Compensation Committee. The Korn
Ferry data was used to compare Moog’s executive compensation program with current industry trends, and to benchmark
individual officer compensation levels against our peer group and Korn Ferry’s wider executive database. This report was also
used to assist the Executive Compensation Committee in setting the compensation level of our CEO. Our CEO makes
recommendations to the Executive Compensation Committee regarding the compensation levels of other executive officers. The
amount of fees for services performed for the Executive Compensation Committee by Korn Ferry was approximately $61,000 for
fiscal 2021.
Moog's management also used Korn Ferry for compensation and talent consultation services, which are provided independently
of the services to the Executive Compensation Committee. The decision to engage Korn Ferry for these services was made
directly by management and was approved by the chair of the Executive Compensation Committee when it related directly to
executive compensation. The amount of fees for these additional services performed by Korn Ferry was approximately $480,000
for fiscal 2021.
William G. Gisel, Jr., Chairman of the Executive Compensation Committee, was retained by Korn Ferry during fiscal 2021 to
assist with CEO succession advisory work for two Korn Ferry clients unrelated to any industry in which Moog competes. The
Executive Compensation Committee has assessed the independence of Korn Ferry pursuant to the factors identified in the New
York Stock Exchange listing rules regarding conflicts of interest for compensation consultants. The Committee concluded no
conflict of interest existed, given the limited unrelated nature of Mr. Gisel’s engagement with Korn Ferry, that would have
prevented Korn Ferry from independently providing services to the Executive Compensation Committee.
Additional information regarding the Executive Compensation Committee’s processes and procedures for establishing and
overseeing executive compensation is disclosed in the “Compensation Discussion and Analysis” section.
Executive Compensation Committee Interlocks and Insider Participation
In fiscal 2021, Messrs. Gisel, Gundermann, Lawrence and Lipke served on the Executive Compensation Committee. None of the
members of the Executive Compensation Committee was an officer or employee of Moog during the last fiscal year, was formerly
an officer of Moog, or had any relationships with Moog requiring disclosure under any paragraph of Item 404 of Regulation S-K.
During fiscal year 2021, no executive officer of Moog served on the compensation committee of any company that employs a
director of Moog, except for Mr. Scannell, the Company's CEO and a director, who also serves on M&T Bank Corporation's
Nominating, Compensation and Governance Committee and Ms. Coletti, who was employed as an executive officer of M&T
Bank Corporation prior to her retirement in December 2020 and currently serves on the board of the Company.
Related Party Transactions
We use a combination of Company policies, including a policy on related parties, in addition to established review procedures,
including adherence to New York Stock Exchange Listing standards, to ensure related party transactions are reviewed, approved
and ratified, as appropriate.
The Nominating and Governance Committee is responsible for developing, recommending and reviewing annually the
Company's Corporate Governance Guidelines to comply with state and federal laws and regulations, and with New York Stock
Exchange Listing Standards. The Board is further required to meet the independence standards set forth in the New York Stock
Exchange Listed Company Manual. The Audit Committee is responsible for the review, approval or ratification of any related
party transactions as noted in the “Compliance Oversight Responsibilities” section of the Charter of the Audit Committee. Our
Statement of Business Ethics, which applies to all directors, executive officers and employees, provides guidance on matters
such as conflicts of interest and procurement integrity, among others.
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