12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 46
Directors and Executive Officers
The beneficial ownership of common stock by each director, each of the NEOs and by all directors and officers as a group as of
December 10, 2021 is provided in the following table. Unless otherwise indicated, the persons named have sole voting and
investment power with respect to the securities beneficially owned. Beneficial ownership includes securities which could be
acquired pursuant to currently exercisable SARs, or SARs that become exercisable within 60 days of December 10, 2021. The
percentage of Class A shares or Class B shares owned is based on 29,535,063 Class A shares and 4,306,561 Class B shares
outstanding as of December 10, 2021.
Amount and Nature of Beneficial Ownership
Name of Beneficial Owner
Directors
Shares
Janet M. Coletti
Donald R. Fishback(4)
Percent
Of
Class
Shares
Class B
Common Stock(1)
Equity Awards
Currently
Exercisable
or Exercisable
within
Total
60 days(2)(3)
Shares
Percent
Of
Class
—
—
—
*
3,353
—
3,353
*
28,683
13,021
41,704
*
9,562
802
10,364
*
—
1,154
1,154
*
7,081
238
7,319
*
2,189
1,154
3,343
*
6,439
238
6,677
*
26,612
1,154
27,766
*
6,439
238
6,677
*
William G. Gisel, Jr.
Peter J. Gundermann (nominee)
Kraig H. Kayser
Class A
Common Stock
Equity Awards
Currently
Exercisable
or Exercisable
within
Total
60 days(2)(3)
Shares
(5)
R. Bradley Lawrence
1,000
—
1,000
*
7,439
238
7,677
*
Brian J. Lipke (nominee)
9,177
1,154
10,331
*
6,439
238
6,677
*
650
—
650
*
6,439
—
6,439
*
47,359
20,070
67,429
*
16,612
1,287
17,899
*
Jennifer Walter
1,886
2,551
4,437
*
4,367
160
4,527
*
Mark J. Trabert
—
—
—
*
8,508
166
8,674
*
Maureen M. Athoe
2,896
2,983
5,879
*
5,691
802
6,493
*
Patrick J. Roche
9,043
8,894
17,937
*
6,604
802
7,406
*
130,341
52,729
183,070
*
101,511
5,529
107,040
2.5
Brenda L. Reichelderfer
John R. Scannell(6)
Named Executive Officers(7)
All directors and officers as a group
(15 persons)(8)
*Does not exceed one percent of class.
(1) Class B shares are convertible into Class A shares on a share-for-share basis.
(2) Includes shares related to SARs. The number of shares issuable upon exercise of SARs is calculated for net settlement
based upon the excess of the market price on December 10, 2021 over the exercise price of the SARs.
(3) Excludes PSUs held but not earned as NEOs may not direct the voting of their PSUs. The number and terms of PSUs
awarded to each NEO are provided in greater detail in the Compensation Discussion and Analysis beginning on page 13
and 2021 Grant of Plan-Based Awards table on page 25.
(4) Denise Fishback, Mr. Fishback's spouse, is the beneficial owner of 32,959 Class A shares, which are not included in the
numbers reported.
(5) Mr. Lawrence will retire from the Board immediately prior to the Annual Meeting.
(6) Eileen Scannell, Mr. Scannell's spouse, is the beneficial owner of 26,057 Class A shares, which are not included in the
numbers reported.
(7) Mr. Scannell is also a NEO. Beneficial ownership information appears under the heading “Directors” above.
(8) “All directors and officers as a group” consists of the directors, the NEOs and all other executive officers as of December 10,
2021. Balances do not include shares held by spouses, or as custodian or trustee for minors, as to which beneficial interest
has been disclaimed. Certain officers and directors of the Company have entered into an agreement among themselves and
with the RSP, the ERP and the Company, which provides that prior to selling Class B shares obtained through exercise of a
non-statutory option, the non-selling officers and directors, the RSP, the ERP and the Company have an option to purchase
the shares being sold.
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