12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 37
2021 NON-QUALIFIED DEFERRED COMPENSATION
Name
John R. Scannell
Executive
Contributions in
Last Fiscal Year(1)
($)
$
Registrant
Contributions in
Last Fiscal Year(2)
($)
Aggregate
Earnings in
Last Fiscal Year(3)
($)
Aggregate
Withdrawals/
Distributions
($)
Aggregate
Balance at Last
FYE
($)
— $
— $
— $
— $
Jennifer Walter
—
—
—
—
—
—
Mark J. Trabert
—
200,108
258,731
—
1,433,299
Maureen M. Athoe
—
190,014
274,114
—
1,526,107
Patrick J. Roche
—
—
—
—
—
(1) None of the NEOs deferred any salary in fiscal 2021.
(2) Registrant Contributions by the Company in fiscal 2021 are reported in the All Other Compensation column of the 2021
Summary Compensation Table on page 23.
(3) Aggregate Earnings in fiscal 2021 are reported in the Change in Pension Value and Non-Qualified Deferred Compensation
Earnings column of the 2021 Summary Compensation Table on page 23. DC SERP participants are permitted to direct the
investment of their DC SERP accounts among the investment options made available by the Company with respect to the
DC SERP. Earnings are determined by reference to the investment performance of the investments selected by a
participant. A participant may modify his or her investment election, on a prospective basis, at any time.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
Employment, Severance and Change in Control
The Company has entered into Employment Termination Benefits Agreements (“Termination Agreements”) with its executive
officers. These Termination Agreements cover termination as a result of death, disability, retirement, termination for cause,
voluntary and involuntary termination of employment, as well as involuntary termination after a change in control. The following is
a summary of the termination benefits provided under various circumstances. A discussion of the executive officers’ pension
benefits under these various circumstances, including a discussion of the company transaction contribution under the DC SERP,
can be found under Pension Benefits beginning on page 31.
Payment Upon Death, Disability or Retirement
In the event of the death of an officer, the estate or surviving spouse will receive a payment of six months’ salary, a STI payment
pro-rated to the last day of the month in which the officer’s death occurs and any unused vested vacation. A payment of
approximately two times annual salary will be paid under the Company’s Group Life Insurance plan, subject to a cap of
$4,000,000. The estate or surviving spouse will receive payments under the Company’s pension and 401(k) plans. All unexpired
SARs will fully vest and the estate or surviving spouse will have two years to exercise unexpired SARs. Unvested PSUs will be
paid out at target, pro-rated for the number of full quarters completed prior to death within the performance period. Unvested
TVAs will be forfeited.
In the event an officer becomes disabled or retires, the officer is entitled to the same benefits, as described above, with the
exception of life insurance, salary continuation, STI payment and PSU settlement. If the officer becomes disabled, the officer also
will receive payments under the Company’s disability plan. STI will be paid on a pro-rated basis for full months of service prior to
the date of disability. Unvested PSUs and TVAs will be forfeited.
If the officer retires, the officer will receive all benefits provided generally by the Company to its executives upon retirement,
including benefits under any retirement or supplemental retirement plans and insurance benefits provided upon retirement. STI
will be paid on a pro-rated basis for full months of service prior to the date of retirement. Unvested PSUs will remain available to
be earned at the end of the performance period, subject to the performance criteria and pro-rated for the number of full years
completed prior to retirement within the performance period. Unvested TVAs will be forfeited.
Payment Upon Termination for Cause
Under the Termination Agreements, “cause” is considered a harmful act or omission constituting a willful and a continuing failure
to perform material and essential employment obligations, conviction of a felony, willful perpetration of common law fraud, or any
willful misconduct or bad faith omission constituting dishonesty, fraud or immoral conduct, which is materially injurious to the
financial condition or business reputation of the Company. If terminated for “cause,” the officer is entitled to all benefits vested
under retirement plans and payment of unused vested vacation. The officer is not entitled to STI, no severance is provided and
all SARs, PSUs and TVAs expire.
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