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



DIRECTOR INDEPENDENCE
Under the independence standards set forth at 303A.02 of the New York Stock Exchange Listed Company Manual, the Board
of Directors has affirmatively determined that the following non-management directors consisting of Messrs. William G. Gisel, Jr.,
Peter J. Gundermann, Kraig H. Kayser, R. Bradley Lawrence, Brian J. Lipke, and Ms. Brenda L. Reichelderfer are independent.
Under these standards, the Board has also determined that all standing Board committees, other than the Executive Committee,
are composed entirely of independent directors.
EXECUTIVE SESSIONS
The Company’s Corporate Governance Guidelines provide that the non-management directors meet without management
at regularly scheduled executive sessions. Generally, these sessions take place prior to, or following, regularly scheduled Board
meetings. Each executive session is chaired by an independent director. Kraig H. Kayser was the chair for each of the executive
sessions held during fiscal 2019. The Audit Committee meets with the Company’s independent auditors in regularly scheduled
executive sessions, with the Audit Committee chairperson presiding over such sessions.
BOARD OF DIRECTORS COMMITTEE MEETINGS AND MEMBERS
During fiscal 2019, the Board of Directors held five meetings. The following were the standing committees of the Board of
Directors for fiscal 2019 and the number of meetings each committee held during fiscal 2019:
Audit Committee
Executive
Committee
Executive
Compensation
Committee
Nominating and
Governance
Committee

M




C
M
M

M

Kraig H. Kayser
C


M
R. Bradley Lawrence
M

M

Brian J. Lipke


M
C
Brenda L. Reichelderfer
M


M
John R. Scannell

C


Number of Meetings Held
5

2
1
(1)
Donald R. Fishback
William G. Gisel, Jr.
Peter J. Gundermann
Director
(1)
Ms. Coletti joined the Board in November 2019, and therefore did not serve on any
committees during fiscal 2019.
C = Chair / M = Member
In addition to these formal meetings, the Board and its standing committees may also act by unanimous written consent when
appropriate. For various reasons, Board members may not be able to attend a Board meeting in person or by teleconference. All
Board members are provided information related to each of the agenda items before each meeting, and, therefore, can provide
counsel outside the confines of regularly scheduled meetings. Each director attended at least 75% of the aggregate of the Board
of Directors meetings and the committee meetings of which committee he or she was a member during fiscal 2019.
It is the Company’s policy that, to the extent reasonably practicable, Board members are expected to attend shareholder
meetings. With the exception of Ms. Coletti, who joined the Board in November 2019, all of the directors attended the 2019 Annual
Meeting of Shareholders held on February 12, 2019.
NOMINATING AND GOVERNANCE COMMITTEE
The Nominating and Governance Committee is composed solely of independent Directors, and participates in the search for
qualified directors. The criteria for selecting nominees for election as directors of the Company includes experience in the operation
of large public or private organizations, as well as accomplishments, education, capabilities, high personal and professional integrity
and the willingness to represent the interests of all shareholders and not of any special interest group. From time to time, the
Nominating and Governance Committee will engage a professional search firm, to which it pays a fee, to assist in identifying and
evaluating potential nominees. After conducting an initial evaluation of a candidate, the Nominating and Governance Committee
will interview that candidate if it believes the candidate might be suitable to be a director and will also ask the candidate to meet
with other directors and management. If the Nominating and Governance Committee believes a candidate would be a valuable
addition to the Board of Directors, it will recommend to the full Board that candidate’s nomination for election.
The Nominating and Governance Committee does not have a formal written policy with regard to considering diversity in
identifying nominees for director, but, when considering director candidates, it seeks individuals with backgrounds and capabilities
that, when combined with those of the Company’s other directors, bring a broad range of complementary skills, expertise, industry
and regulatory knowledge, and diversity of perspectives to build a capable, responsive and effective Board. Diversity considerations
for a director nominee may vary at any time according to the particular area of expertise being sought to complement the existing
Board composition.
10

Paperturn



Powered by


Full screen Click to read
Paperturn flipbook viewer
Search
Overview
Download as PDF
Print
Shopping cart
Full screen
Exit full screen