Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 11



CORPORATE GOVERNANCE
CORPORATE GOVERNANCE GUIDELINES
Our Board of Directors 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 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. 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 and then Corporate Governance Guidelines.
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.
COMMUNICATIONS WITH DIRECTORS
The Board of Directors has provided a process by which shareholders or other interested parties can communicate with the
Board of Directors, with the non-management directors as a group or with the chair of the Board of Directors executive sessions.
All such questions or inquiries should be directed to the Secretary of the Company, Robert J. Olivieri, c/o Hodgson Russ LLP, The
Guaranty Building, 140 Pearl Street, Suite 100, Buffalo, New York 14202. Mr. Olivieri 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 of Directors executive sessions.
LEADERSHIP STRUCTURE
John R. Scannell was named Chief Executive Officer 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 Chief Executive Officer 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 29 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 chief executive officer, other members of
the Company's management executive 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 member 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 SARs are considered. Currently there is no time limit
to achieve the expected level of share ownership pursuant to these stock ownership guidelines.
INSIDER TRADING AND HEDGING POLICY
All of the Company's directors, officers and employees are subject to Moog’s Insider Trading Policy. As part of this Insider
Trading Policy, the Company’s directors, officers and employees are prohibited from engaging (i) in any short sales of the Company’s
securities, (ii) in any transaction involving puts, calls and other derivative instruments that relate to or involve the Company’s
securities or (iii) in any hedging or other monetization transactions or similar arrangements involving the Company’s securities,
including prepaid variable forward contracts, forward sale or purchase contracts, equity swaps, collars or exchange funds.This
policy effectively serves as the Company's anti-hedging policy.
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