Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 13



A shareholder wishing to nominate a candidate should forward the candidate’s name and a detailed background of the
candidate’s qualifications to the Secretary of the Company in accordance with the procedures outlined in the Company’s by-laws.
In making a nomination, shareholders should take into consideration the criteria set forth above and in the Company’s Corporate
Governance Guidelines. The Nominating and Governance Committee will use the same process for evaluating candidates for
director regardless of source of such nomination, including from a shareholder. The Board of Directors has adopted a written charter
for the Nominating and Governance Committee. A copy of the charter is available on the Company’s website at www.moog.com.
The Nominating and Governance Committee held one meeting in fiscal 2019 and on November 11, 2019, met and nominated
Mr. Kayser, Mr. Scannell, Ms. Reichelderfer, and Ms. Coletti for election at the 2020 Annual Meeting of Shareholders.
AUDIT COMMITTEE
The Audit Committee is responsible for assisting the Board of Directors in monitoring the integrity of the Company’s financial
statements, the Company’s compliance with legal and regulatory requirements, the Independent Registered Public Accounting
Firm's qualifications and independence, and the performance of the Company’s internal audit function and the Independent
Registered Public Accounting Firm. The Audit Committee has the sole authority to retain and terminate the Independent Registered
Public Accounting Firm and is directly responsible for the compensation and oversight of the work of the Independent Registered
Public Accounting Firm. The Independent Registered Public Accounting Firm reports directly to the Audit Committee. The Audit
Committee reviews and discusses with management and the Independent Registered Public Accounting Firm the annual audited
and quarterly financial statements, the disclosures in the Company’s annual and quarterly reports under the heading “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” critical accounting policies and practices used by the
Company, the Company’s internal control over financial reporting, and the Company’s major financial risk exposures. The Board
of Directors has adopted a written charter for the Audit Committee, which is available on the Company’s website.
All of the Audit Committee members meet the independence and experience requirements of the New York Stock Exchange
and the Securities and Exchange Commission. The Board has determined all Audit Committee members are audit committee
financial experts under the rules of the Securities and Exchange Commission. The Audit Committee held five meetings in fiscal
2019, in person and by telephone conference. On a regular basis, the Audit Committee met with the Company’s internal auditors
and met separately with the Independent Registered Public Accounting Firm and management.
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee is responsible for discharging the Board of Directors’ duties relating to executive
compensation, including making all decisions regarding compensation of the executive officers and is responsible for administering
the Company’s executive compensation program. The Executive Compensation Committee reviews both short-term and long-term
corporate goals and objectives with respect to compensation of the CEO and the other executive officers. The Executive
Compensation Committee also reviews and discusses with management the impact of Moog’s compensation policies and practices
on risk-taking within the Company. The Executive Compensation Committee evaluates, at least once a year, the performance of
the CEO and other executive officers in light of these goals and objectives and, based on these evaluations, approves the
compensation of the CEO and the other executive officers. The Executive Compensation Committee also reviews and recommends
to the Board incentive compensation plans that are subject to the Board’s approval.
The Executive Compensation Committee is responsible for approving stock incentive awards to executive officers and key
employees. The Executive Compensation Committee reviews management recommendations regarding awards to both executive
officers and key employees, evaluating such potential awards in relation to overall compensation levels. The Executive Compensation
Committee also reviews such awards with consideration for the potential dilution to shareholders, and limits stock awards such that
the potential dilutive effect is within normally accepted practice. With regard to stock incentive grants to directors, such grants are
approved by the full Board of Directors. The Executive Compensation Committee held two meetings in fiscal 2019.
All of the Executive Compensation Committee members meet the independence requirements of the New York Stock Exchange.
The Board of Directors has adopted a written charter for the Executive Compensation Committee. A copy of the charter is available
on the Company’s website.
During fiscal 2019, the Executive Compensation Committee utilized data provided in a report prepared by Korn Ferry, an
independent professional compensation consulting firm, to assist and guide the Executive Compensation Committee. The Korn
Ferry data was used to compare Moog’s executive compensation program with current industry trends, and to benchmark individual
officer compensation levels against our peer group and Korn Ferry’s wider executive database. This report was also used to establish
the compensation level of our CEO. Our CEO makes recommendations to the Executive Compensation Committee regarding the
compensation levels of other executive officers.
Moog used Korn Ferry for compensation consultation services, which are provided independently of the services to the Executive
Compensation Committee. The amount of fees for these additional services performed by Korn Ferry was approximately $80,000
for fiscal 2019. The Executive Compensation Committee has assessed the independence of Korn Ferry pursuant to New York Stock
Exchange rules and concluded that no conflict of interest exists that would prevent Korn Ferry from independently providing services
to the Executive Compensation Committee.
Additional information regarding the Executive Compensation Committee’s processes and procedures for establishing and
overseeing executive compensation is disclosed in the “Compensation Discussion and Analysis” section.
11

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