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Moog Inc. Supplemental Retirement Plans
Effective August 9, 2017, the Company combined the Moog Inc. Plan to Equalize Retirement Income ("PERI") into the Moog Inc.
Supplemental Retirement Plan ("DB SERP") and renamed this combined plan the Moog Inc. Plan to Equalize Retirement Income
and Supplemental Retirement Plan ("PERI-SERP"). The PERI-SERP provides for supplemental retirement benefits to eligible
Company officers, including the NEOs. The PERI-SERP plan document includes separate subsections that set out the rights and
provisions attributable to, and maintains the benefits of, both the DB SERP and the PERI. Messrs. Scannell and Roche have
accrued DB SERP benefits, while Mr. Trabert and Mses. Walter and Athoe have accrued PERI benefits under the PERI-SERP.
Assuming a participant qualifies for full benefits, the DB SERP payment upon retirement is equal to 65% of the officer’s
compensation, less any benefits payable under the ERP, certain benefits payable under other Company-sponsored retirement
programs, and reduced further by one-half the primary Social Security benefit payable at age 65. All DB SERP benefits are
assumed to be paid monthly in accordance with the plan document. DB SERP benefits payable to officers who have service with
overseas subsidiaries of the Company are adjusted to account for benefits in subsidiary and national pension and social security
plans. For the purposes of determining DB SERP benefits, an eligible officer’s compensation generally is the sum of (i) the
average of the officer’s highest consecutive three-year base salary prior to retirement plus (ii) the officer’s highest annual profit
share/bonus for the ten fiscal years prior to retirement.
To vest in DB SERP benefits, eligible officers must generally have (i) at least 10 years of service with the Company and
(ii) attained (a) age 65 or (b) age 60 with a total combined age and years of service equal to at least 90. Full DB SERP benefits
are payable when the participant reaches age 65 with at least 25 years of service. Officers who became participants in the DB
SERP on or before November 30, 2011 generally vest in DB SERP benefits if the officer has (i) at least ten years of service and
(ii) attained (a) age 65 or (b) age 57 with total combined age and years of service equal to at least 90. Officers who became
participants in the DB SERP on or before November 30, 2011 are eligible for unreduced benefits upon reaching age 57 with at
least 25 years of service.
In the event of disability, or an involuntary termination or change in control after a participant has at least ten years of service with
the Company, participants also become vested in DB SERP benefits. A termination where there has been an adverse change in
duties, responsibilities, status, pay or perquisites without participant consent within two years of a change in control of the
Company, as defined by the PERI-SERP, is deemed an involuntary termination, as is a termination where the participant’s pay
has been diminished or reduced to a greater extent than the other executives of the Company. In addition, if a married participant
dies before commencing DB SERP benefits, the participant’s surviving spouse is entitled to a spousal DB SERP benefit, which
shall be payable in the form of a life annuity, if (i) the participant has at least five years of service, and (ii) the participant and his
or her surviving spouse have been married for at least twelve months prior to the participant’s death. In the event of the
participant’s involuntary termination for cause, the DB SERP benefits, whether vested or unvested, are immediately forfeited.
PERI benefits under the PERI-SERP are intended to supplement benefits provided under the ERP by providing additional
benefits that would be payable under the ERP if not for the compensation limitations imposed by the IRS. A participant vests in
his or her PERI benefits if the participant retires from the Company on or after reaching his or her Earlier Retirement Date or
Normal Retirement Date, as those terms are defined in the ERP. In the event the participant becomes disabled, the participant
will become 100% vested in his or her PERI benefit. If a married participant dies before commencing PERI benefits, the
participant’s surviving spouse is entitled to a spousal PERI benefit to the extent the surviving spouse is entitled to pre-retirement
survivor benefits under the ERP.
The DC SERP provides supplemental retirement benefits to a select group of officers. The Company may make a company
contribution on behalf of an eligible officer each pay period equal to a specified percentage of gross base salary. The Company
may also make a discretionary contribution on behalf of one or more eligible officers. In addition, in the event that a participant
incurs an “involuntary termination of employment” following the occurrence of a “company transaction” (as those terms are
defined in the First Amendment to the DC SERP), the Company is required to make a “company transaction contribution” (as that
term is defined in the First Amendment to the DC SERP) on behalf of an eligible participant. A “company transaction contribution”
will be computed as the product of (i) the number of full months by which the date of the eligible participant’s involuntary
termination of employment precedes his or her 68th birthday, times (ii) 54% of the participant’s monthly gross base salary as in
effect at the time of his or her involuntary termination of employment. To be eligible to receive a company transaction
contribution, an individual must have been a participant in the DC SERP on the effective date of the First Amendment to the DC
SERP and granted, pursuant to the terms of the DC SERP, the right to receive a required company contribution under the DC
SERP from the Company of greater than 0% of gross base salary. Given these requirements and the terms of the DC SERP, Mr.
Trabert and Ms. Athoe would be eligible to receive a company transaction contribution upon their involuntary termination
following a company transaction. A participant in the DC SERP becomes vested after 3 years of service or in the event of death,
change in control or disability. In general, the DC SERP benefit is paid in either a lump sum or annual installments, except that (i)
a participant’s entire vested benefit will be paid to him or her in a lump sum upon a change in control, and (ii) any amounts
attributable to a company transaction contribution will be paid to the officer in a lump sum following his or her involuntary
termination of employment.
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