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



— 2019 GRANTS OF PLAN-BASED AWARDS —
The following table summarizes the grants of plan-based awards made to the NEOs in the Summary Compensation Table
during the fiscal year ended September 28, 2019.
Name &
Type of
Award
Grant
Date(1)
Estimated Possible Payouts
Under Non-Equity Incentive
Plan Awards
Threshold
Target
Maximum
Grant
Exercise
Date
Underlying Number of Price of
Fair
Common
SARs
SAR
Value
(4)
(5)
Stock
Awarded
Awards
Awards(6)
Maximum
Estimated Future Payouts
Under Equity Incentive Plan
Awards
Threshold
Target
John R. Scannell
STI(2)
N/A $
PSU(3)
11/13/2018
SAR
11/13/2018
— $288,251 $ 480,418 $
— $144,125 $ 240,209
Class B

Class B
7,483
14,966
Class B
$600,062
27,949
$80.19
6,988
$80.19
6,988
$80.19
6,988
$80.19
6,988
$80.19
$600,151
Donald R. Fishback
STI(2)
N/A $
PSU(3)
11/13/2018
SAR
11/13/2018
— $178,951 $ 298,251 $
— $ 89,475 $ 149,126
Class B

Class B
1,871
3,742
Class B
$150,035
$150,054
R. Eric Burghardt
STI(2)
N/A $
PSU(3)
11/13/2018
SAR
11/13/2018
— $132,400 $ 220,667 $
— $ 66,200 $ 110,334
Class B

Class B
1,871
3,742
Class B
$150,035
$150,054
Mark J. Trabert
STI(2)
N/A $
PSU(3)
11/13/2018
SAR
11/13/2018
— $142,503 $ 237,505 $
— $ 71,251 $ 118,752
Class B

Class B
1,871
3,742
Class B
$150,035
$150,054
Maureen M. Athoe
STI(2)
N/A $
PSU(3)
11/13/2018
SAR
11/13/2018
— $132,400 $ 220,667 $
— $ 66,200 $ 110,334
Class B

Class B
1,871
3,742
Class B
$150,035
$150,054
(1) The grant date is the date the Board of Directors ratifies the Executive Compensation Committee’s approval of the awards.
(2) Actual amounts paid in cash under the STI plan in fiscal 2019 are reflected in the Summary Compensation Table under the
Non-Equity Incentive Plan Compensation column on page 26. Actual amount of stock earned under the STI plan in fiscal 2019
is reflected in the Summary Compensation Table as part of the amount shown in the Stock Award column. The amounts shown
for the maximum possible payouts under the Non-Equity Incentive Plan Awards represent the cap that payments are subject
to under the STI plan, as described on page 22.
(3) The NEOs were granted PSUs in fiscal 2019 that could convert into Class B shares of Company stock at the end of the threeyear performance period based on two equally-weighted performance criteria. Each criterion has specified threshold, target
and maximum performance payout levels such that performance below threshold results in no PSUs being earned, performance
at target results in 50% of the PSUs being earned and performance at maximum results in 100% of the PSUs being earned.
Proportional adjustment(s) will be applied for performance falling between threshold and target or target and maximum payout.
Accordingly, the NEOs may receive between 0% and 200% of the target number of PSUs granted at the end of the performance
period.
(4) The amounts shown for SAR awards represent the number of SARs granted to each officer during fiscal 2019. SARs were
granted for Class B shares and vest in equal increments over three years.
(5) The exercise price of a SAR on Class B shares will be equal to the fair market value of one Class B stock share as defined
in the 2014 LTI Plan.
(6) This column shows the aggregate grant date fair value computed in accordance with ASC 718. For SAR awards, the amount
is based on the fair value of the equity-based award as determined using the Black-Scholes option-pricing model multiplied
by the number of securities underlying the SAR awards. For PSUs, the actual value of units received will depend on the
Company’s performance and market value of common stock at the time of settlement. The grant date fair value is based on
the fair value of the equity-based award multiplied by the number of securities underlying the target PSUs. This represents
the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule. The amounts
do not reflect the actual amounts that may be realized by the executive officers. Assumptions made in the calculations of these
amounts may be found in Note 16 to the audited financial statements in the Company’s Annual Report on Form 10-K for the
fiscal year ended September 28, 2019.
28





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