12 23 2021 Moog Proxy - FY2021 - FINAL - Flipbook - Page 9
CORPORATE GOVERNANCE
Corporate Governance Guidelines
Our Board and management are committed to effective corporate governance practices. Our Corporate Governance Guidelines
describe the governance principles and procedures by which the Board functions. The Board annually reviews the Corporate
Governance Guidelines and the Board committee charters in response to corporate governance developments, including
regulatory changes, and recommendations by directors of the Company in connection with Board and committee evaluations.
Our Corporate Governance Guidelines and our Board committee charters are available on our website at www.moog.com by
selecting Investors and then Corporate Governance Guidelines. Shareholders may request a free printed copy of our Corporate
Governance Guidelines from our Investor Relations department by contacting them by telephone at (716) 687-4225 or by e-mail
to investorrelations@moog.com.
Business Ethics Code of Conduct
We have a written code of business ethics and conduct which applies to all directors, officers and employees. Our Statement of
Business Ethics is available on our website at www.moog.com by selecting Investors, Corporate Governance Guidelines and
then Moog Statement of Business Ethics. Shareholders may request a free printed copy of our Statement of Business Ethics
from our Investor Relations department by contacting them by telephone at (716) 687-4225 or by e-mail to
investorrelations@moog.com.
Communication with Directors
The Board has a process by which shareholders or other interested parties can communicate with the Board, with the nonmanagement directors as a group or with the chair of the Board executive sessions. All such questions or inquiries should be
directed to the Secretary of the Company, Christopher A. Head, c/o Moog Inc., 400 Jamison Road, Elma, New York 14052. Mr.
Head will review and communicate pertinent inquiries to the Board or, if requested, the non-management directors as a group or
the chair of the Board executive sessions.
Leadership Structure
John R. Scannell was named CEO in December 2011 and Chairman of the Board in January 2014. The Board has determined
that at this time it is in the best interest of the Company and its shareholders for one person to serve as Chairman of the Board
and CEO and that it is unnecessary at this time to designate a specific lead independent director. The Company believes this is
the appropriate leadership structure because Mr. Scannell is able to employ the experience and perspective gained over the past
31 years in his various roles of increasing responsibility at the Company to guide the Board effectively and efficiently in managing
the property, affairs and business of the Company. While the Board believes this is the most appropriate structure at this time, it
recognizes that there may be circumstances in the future that would lead to separate individuals serving in each capacity.
Board Role in Risk Oversight
The Board is responsible for consideration and oversight of the risks facing the Company, managing this both directly and
through standing committees of the Board. The Board is kept informed by various reports provided to it on a regular basis,
including reports made by management at the Board and committee meetings. The Audit Committee performs a central oversight
role with respect to financial and compliance risks and regularly reviews these risks with the full Board. The Executive
Compensation Committee reviews and discusses with management the impact of the Company’s compensation policies and
practices on risk taking within the Company. The committee roles are discussed in more detail later in this Proxy Statement.
Stock Ownership Guideline
In August 2018, the Board adopted stock ownership guidelines for the Company's CEO, other executive officers of the
Company's executive management team and the directors of the Company. Pursuant to these stock ownership guidelines, each
director is expected to own shares of the Company's stock having a value equal to at least three times the annual cash
component of his or her director fee. Similarly, pursuant to these stock ownership guidelines, the Company's chief executive
officer and the other members of the Company's management executive team are expected to own shares of the Company's
stock having a value equal to at least five times and three times, respectively, of his or her annual salary. In calculating stock
ownership value, all direct holdings as well as the share value equivalent of vested options and stock appreciation rights
("SARs") are considered. Currently there is no time limit to achieve the expected level of share ownership pursuant to these
stock ownership guidelines.
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