12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 24
The Executive Compensation Committee, in collaboration with the CEO, selected a pattern of award distributions where all
officers except the CEO and CFO were awarded the same number of SARs, PSUs and TVAs. Korn Ferry analysis indicates that
the value of the Company’s awards in SARs, PSUs and TVAs is below the median of peer companies.
The Executive Compensation Committee remains mindful of the relationship between the number of stock-based compensation
awards granted and the shares outstanding. As of fiscal 2021 year-end, the shares related to the Company’s outstanding
awards were less than 1% of the total outstanding shares.
Risk Review
In formulating and evaluating the Company’s executive compensation program, the Executive Compensation Committee
considers whether the program promotes excessive risk-taking. The Executive Compensation Committee believes the
components of the Company’s executive compensation program:
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Provide an appropriate mix of fixed and variable pay;
Balance short-term operational performance with long-term increases in shareholder value;
Reinforce a performance-oriented environment; and
Encourage recruitment and retention of key executives.
The Executive Compensation Committee of the Board has followed substantially consistent practices over the years and the
members of the Executive Compensation Committee have not seen any evidence that our compensation programs create risks
that are reasonably likely to have a material adverse effect on our Company. The Executive Compensation Committee believes
the leadership of the Company is not provided with incentives which would result in leadership taking unreasonable risks in order
to achieve short-term results at the expense of the long-term health and welfare of the shareholders’ investment. Additional
policies are in place to further reduce the likelihood of excessive risk-taking, such as the insider trading policy, which prohibits
key insiders, including officers, from engaging in short sales or hedging transactions involving the Company’s securities.
Tax and Accounting Implications of Compensation
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation to $1 million per year for certain executive
officers. While the Executive Compensation Committee considers tax and accounting implications as factors when considering
executive compensation, they are not the only factors considered. Other important considerations may outweigh tax and
accounting considerations. As such, the Executive Compensation Committee reserves the right to establish compensation
arrangements that may not be fully tax deductible by the Company under applicable tax laws. For fiscal 2021, Mr. Scannell's
compensation exceeded the limitation under Section 162(m) of the Internal Revenue Code.
The Executive Compensation Committee Report
The Executive Compensation Committee of the Board has reviewed and discussed this CD&A with the Company’s management.
Based on this review and these discussions with management, the Executive Compensation Committee recommended to the
Board that the CD&A be included in this Proxy Statement.
Executive Compensation Committee Members:
William G. Gisel, Jr., Chair
R. Bradley Lawrence
Peter J. Gundermann
Brian J. Lipke
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