Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 26



RISK REVIEW
In formulating and evaluating the Company’s executive compensation program, the Executive Compensation Committee
considers whether the program promotes excessive risk-taking. The Executive Compensation Committee believes the components
of the Company’s executive compensation program:




Provide an appropriate mix of fixed and variable pay;
Balance short-term operational performance with long-term increases in shareholder value;
Reinforce a performance-oriented environment; and
Encourage recruitment and retention of key executives.
The Executive Compensation Committee of the Board of Directors has followed consistent practices over the years and the
members of the Executive Compensation Committee have not seen any evidence that our compensation programs create risks
that are reasonably likely to have a material adverse effect on our Company. The Executive Compensation Committee believes
the leadership of the Company is not provided with incentives which would result in leadership taking unreasonable risks in order
to achieve short term results at the expense of the long-term health and welfare of the shareholders’ investment. Additional policies
are in place to further reduce the likelihood of excessive risk-taking, such as the insider trading policy, which prohibits key insiders,
including officers, from engaging in short sales or hedging transactions involving the Company’s securities.
TAX AND ACCOUNTING IMPLICATIONS OF COMPENSATION
Section 162(m) of the Internal Revenue Code limits the deductibility of compensation to $1 million per year for certain executive
officers. While the Executive Compensation Committee considers tax and accounting implications as factors when considering
executive compensation, they are not the only factors considered. Other important considerations may outweigh tax and accounting
considerations. As such, the Executive Compensation Committee reserves the right to establish compensation arrangements that
may not be fully tax deductible by the Company under applicable tax laws. For fiscal 2019, Mr. Scannell’s compensation exceeded
the limitation under Section 162(m) of the Internal Revenue Code.
THE EXECUTIVE COMPENSATION COMMITTEE REPORT
The Executive Compensation Committee of the Board of Directors has reviewed and discussed this CD&A with the Company’s
management. Based on this review and these discussions with management, the Executive Compensation Committee
recommended to the Board of Directors that the CD&A be included in this Proxy Statement.
Executive Compensation Committee Members:
William G. Gisel, Jr., Chair
Peter J. Gundermann
24
R. Bradley Lawrence
Brian J. Lipke





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