12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 40
(8) Pursuant to the terms of the DC SERP, Mr. Trabert and Ms. Athoe would each be eligible to receive a “company transaction
contribution” upon their “involuntary termination from employment” following the occurrence of a “company transaction” (as
those terms are defined in the First Amendment to the DC SERP). See “Moog Inc. Supplemental Retirement Plans” for a
more complete discussion of the requirements for eligibility for, and computation of, a “company transaction contribution”
under the DC SERP.
(9) Upon a change in control without termination, the NEO would only receive the amounts provided under Option awards and
Stock awards; all other payments are only payable upon involuntary termination following a change in control.
CEO PAY RATIO
As required by the Dodd-Frank Act and Regulation S-K of the Exchange Act, the following information discloses the relationship
of the annual total compensation of our CEO, as set forth in the Summary Compensation Table, to that of the annual total
compensation of our median employee.
The Company identified the median employee as of July 1, 2021. As of this date, the Company had 13,374 employees located in
27 countries. No exclusions, as permitted by SEC regulation, were made in determining the median employee for fiscal 2021.
Base wages paid to all employees, excluding the CEO, annualized for employees hired within the year, were utilized to
determine the median employee. Base wages were used as the consistently applied compensation measure to determine the
median employee as the variable pay programs are uniform across the Company. For purposes of determining the Company’s
2021 CEO pay ratio, the Company calculated the annual total compensation of the median employee under the same
methodology used for the NEOs as set forth in the 2021 Summary Compensation Table. The annual total compensation for our
median employee was then compared to 2021 Summary Compensation Table total compensation reported for Mr. Scannell, our
CEO.
Fiscal 2021 annual total compensation of our CEO
$
5,397,096
Fiscal 2021 annual total compensation of our median employee
$
64,993
Fiscal 2021 CEO Pay Ratio
83:1
We believe it is important to distinguish the reported compensation provided to our CEO in fiscal 2021 from the compensation
that was actually awarded to our CEO in fiscal 2021. The annual total compensation of our CEO includes the change in pension
benefits as required to be disclosed in the Summary Compensation Table. If our CEO pay ratio was calculated based upon the
total awarded pay of $3,660,334, as reflected in Distinguishing "Awarded" Pay from "Reported" Pay on page 22, our 2021 CEO
pay ratio would be 56:1. This supplemental ratio removes the volatility related to the effects of changes in actuarial assumptions
on the value of our CEO’s pension benefits.
The Company’s fiscal 2021 ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of
Regulation S-K based upon the Company’s payroll and employment records and the methodologies described above. The SEC
rules permit companies to employ various methodologies, exclusions and reasonable estimates to derive the pay ratio
calculation representative of their respective employee populations and compensation practices. Based upon this variability, the
estimated ratio reported above should not be interpreted as a basis for comparison between companies.
DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
On November 30, 2004, the Board approved indemnification agreements for officers, directors and key employees. The
indemnification agreement provides that officers, directors and key employees will be indemnified for expenses, investigative
costs and judgments arising from threatened, pending or completed legal proceedings. The form of the indemnification
agreement was filed with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K
filed on December 1, 2004.
On November 1, 2021, the Company renewed an officers and directors indemnification insurance coverage through policies
written by the Chubb, AXA XL, Argo, Sompo, Zurich, C.N.A., AWAC, AIG and Travelers. The renewal was for a one-year period at
an annual premium of $1,291,614. The policy provides indemnification benefits and the payment of expenses in actions instituted
against any director or officer of the Company for claimed liability arising out of their conduct in such capacities. No payments or
claims of indemnification or expenses have been made under any such insurance policies purchased by the Company at any
time.
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