Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 2



TABLE OF CONTENTS
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
GENERAL INFORMATION
RECORD DATE AND OUTSTANDING SHARES
VOTING RIGHTS AND INSTRUCTIONS
CERTAIN BENEFICIAL OWNERS
Security Ownership - Over 5% of Class
Security Ownership - Directors and Officers
PROPOSAL 1 - ELECTION OF DIRECTORS
Nominees for Election as Directors at the Annual Meeting
Directors with Terms Continuing Beyond Annual Meeting
CORPORATE GOVERNANCE
COMPENSATION OF DIRECTORS
2019 DIRECTOR COMPENSATION
COMPENSATION DISCUSSION AND ANALYSIS
Introduction
Executive Summary
Compensation Philosophy and Objectives
Roles and Governance
Market Assessment
Direct Compensation Components of the Executive Compensation Program
Other Benefits and Perquisites
Competitive Analysis of Total Direct Compensation
The Process Used to Determine Compensation
RISK REVIEW
THE EXECUTIVE COMPENSATION COMMITTEE REPORT
2019 EXECUTIVE COMPENSATION DATA
Distinguishing “Awarded” Pay from “Reported” Pay
2019 SUMMARY COMPENSATION TABLE
2019 GRANTS OF PLAN-BASED AWARDS
OUTSTANDING EQUITY AWARDS AT 2019 FISCAL YEAR-END
2019 OPTION AND SAR EVERCISES AND STOCK VESTED
EQUITY COMPENSATION PLAN INFORMATION
PENSION BENEFITS
2019 PENSION BENEFITS TABLE
2019 NON-QUALIFIED DEFERRED COMPENSATION
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
CEO PAY RATIO
DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
AUDIT COMMITTEE REPORT
AUDIT FEES AND PRE-APPROVAL POLICY
PROPOSAL 2 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
PROPOSALS OF SHAREHOLDERS FOR 2020 ANNUAL MEETING
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