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We require that each director and executive officer complete a questionnaire quarterly. The questionnaire requires positive
written affirmation regarding related party transactions that may constitute a conflict of interest, including: any transaction or
proposed transaction in excess of $120,000 involving the director or executive officer or an immediate family member and the
Company, a subsidiary or any pension or retirement savings plan; any indebtedness to the Company; dealings with competitors,
suppliers or customers; any interest in real or personal property in which the Company also has an interest; and the potential
sale of any real or personal property or business venture or opportunity that will be presented to the Company for consideration.
In addition, we collect quarterly updates to this questionnaire throughout the year. We review each questionnaire to identify any
transactions or relationships that may constitute a conflict of interest, require disclosure, or affect an independence
determination.
Any such transactions with the directors, executive officers, their immediate family members or any 5% shareholder are reviewed
by the Audit Committee, and, when necessary, the full Board. These reviews are intended to ensure any such transactions are
conducted on terms as fair as if they were on an arm’s length basis and do not conflict with the director’s or executive officer’s
responsibilities to the Company. If the Audit Committee or Board were to determine that a transaction is not on terms as fair as if
it were on an arm’s length basis, the transaction would be modified such that the transaction were as fair as if it were on an arm’s
length basis. The Audit Committee and Board place significant reliance on their collective business judgment, experience and
expertise in their review and deliberations.
For situations in which it is either clear that a conflict of interest exists or there is a potential conflict of interest, the related
director or executive officer is obligated to recuse themself from any discussion on the business arrangement. That director or
executive officer does not participate in approving or not approving the related transaction. The remaining members of the Board
make those determinations.
During fiscal 2021, there was no related party transaction required to be reported under Item 404(a) of Regulation S-K that was
required to be reviewed as a related party transaction under the Company’s policies and procedures.
Other Directorships
Current directors and director nominees of the Company are presently serving or have served at any time during the past five
years on the following boards of directors of other publicly traded companies:
Director
Company
William G. Gisel, Jr.
KeyCorp(1)
Peter J. Gundermann
Astronics Corporation
Kraig H. Kayser
Seneca Foods Corporation(2)
Brenda L. Reichelderfer
Federal Signal Corporation, Meggitt PLC(3)
John R. Scannell
Albany International, M&T Bank Corporation
(1) As of May 2020, Mr. Gisel no longer serves as director of KeyCorp as he retired from the board immediately prior to
KeyCorp's 2020 Annual Meeting.
(2) Effective November 10, 2021, Mr. Kayser became non-executive Chairman of Senecas Foods Corporation. Mr. Kayser
previously served as a director of Seneca Foods Corporation until October 2020.
(3) As of April 2017, Ms. Reichelderfer no longer serves as a director of Meggitt PLC as she retired from its board immediately
prior to Meggitt PLC's 2017 Annual Meeting.
Website Access to Information
The Company’s internet address is www.moog.com. The Company has posted to the investor information portion of its website
its Corporate Governance Guidelines, Board committee charters (including the charters of its Audit, Executive Compensation and
Nominating and Governance Committees) and Statement of Business Ethics. This information is available in print to any
shareholder upon request. All requests for these documents should be made to the Company’s Investor Relations department by
calling (716) 687-4225 or by email to investorrelations@moog.com.
Discontinue Multiple Mailings
If you are a shareholder of record and have more than one account in your name or at the same address as other shareholders
of record, you may authorize the Company to discontinue multiple mailings, or to reinstate multiple mailings, by either mailing
your request to Moog Inc., Attention: Investor Relations, 400 Jamison Road, East Aurora, New York 14052, or sending your
request to Investor Relations via electronic mail at investorrelations@moog.com. Please include the exact share registration as it
is shown on the address label(s) for your mailing(s).
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