12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 7
PROPOSAL 1 — ELECTION OF DIRECTORS
The Board is comprised of two classes of directors, Class A directors and Class B directors, elected by holders of Class A shares
and holders of Class B shares, respectively. Within each class of directors there exist three subclasses, such that each of the
subclasses is nearly equal in number.
Our Board is currently comprised of nine members. R. Bradley Lawrence, a member of our Board, is retiring immediately prior to
the Annual Meeting. As a result, there would be one vacancy on the Board following the Annual Meeting. However, the
Nominating and Governance Committee has recommended to the Board, and the Board has approved, a reduction in the size of
the Board as of the Annual Meeting from nine members to eight members.
Two directors are to be elected at the Annual Meeting, both of which will be Class B directors elected by the holders of the
outstanding Class B shares. Mr. Gundermann and Mr. Lipke are nominated to be elected by the holders of the Class B shares to
hold office for a three-year term expiring in 2025, or until the election and qualification of their successors.
For each properly executed proxy, the persons named in the proxy will vote Class B shares for the election of the Class B
nominees named in the following table, unless the proxy directs otherwise or is revoked. In the event any of the nominees should
be unable to serve as a director, the proxy will be voted in accordance with the best judgment of the person or persons acting
under it. It is not expected that any of the nominees will be unable to serve. Proxies cannot be voted for a greater number of
persons than the number of nominees named.
The Company’s current Board, including the nominees for director, share certain characteristics, experience and capabilities
critical to effective board membership. Sound business judgment essential to intelligent and effective decision-making,
experience at the policy-making level, relevant educational background, integrity, honesty and the ability to work collaboratively
are some of the attributes possessed that qualify them to serve on the Board. The specific employment and leadership
experiences, knowledge and capabilities of both the nominees for director and standing directors are further described in their
biographies on the following pages.
Certain information regarding nominees for Class B directors, as well as those Class A and Class B directors whose terms of
office continue beyond the date of the Annual Meeting, is set forth in the following tables. Messrs. Gundermann and Lipke have
previously served as directors and have been elected as directors at prior annual meetings.
Nominees for Election as Directors at the Annual Meeting
Age
First Elected
Director
Expiration of
Proposed Term
Position
Peter J. Gundermann
59
2009
2025
Director
Brian J. Lipke
70
2003
2025
Director
Name
Nominees for Class B Director
The Board recommends a vote "FOR" the election of each of the Nominees listed above for Director.
Mr. Gundermann is President, Chief Executive Officer ("CEO"), and Chairman of Astronics Corporation, a publicly traded
aerospace and defense company headquartered in East Aurora, New York. Mr. Gundermann joined Astronics in 1988, has been
a director since 2000 and has held his current position as President and CEO since 2003. He received a B.A. in Applied
Mathematics and Economics from Brown University and an M.B.A. from Duke University. The Company believes Mr.
Gundermann’s in-depth understanding of the aerospace and defense industry and his significant high-level management
experience as President and CEO of Astronics Corporation make him highly qualified to serve as a director.
Mr. Lipke retired as CEO of Gibraltar Industries, Inc., headquartered in Buffalo, New York, in December 2014 and served as
Chairman of the Board through May 2015. Mr. Lipke started his career with Gibraltar in 1972, became President in 1987 and
Chairman of the Board in 1993. Mr. Lipke attended the SUNY College of Technology at Alfred and the University of Akron. The
Company believes Mr. Lipke’s extensive managerial experience at both the officer and director level, reflected by his tenure as
Chairman of the Board and CEO of Gibraltar Industries, Inc., makes him highly qualified to serve as a director.
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