Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 42



DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
On November 30, 2004, the Board of Directors approved indemnification agreements for officers, directors and key employees.
The indemnification agreement provides that officers, directors and key employees will be indemnified for expenses, investigative
costs and judgments arising from threatened, pending or completed legal proceedings. The form of the indemnification agreement
was filed with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K filed on
December 1, 2004.
On November 1, 2019 the Company renewed an officers and directors indemnification insurance coverage through policies
written by the Chubb Group, Travelers, AIG, AWAC, XL Caitlin, Zurich, Sompo, Argo and Alpha. The renewal was for a one-year
period at an annual premium of $930,863. The policy provides indemnification benefits and the payment of expenses in actions
instituted against any director or officer of the Company for claimed liability arising out of their conduct in such capacities. No
payments or claims of indemnification or expenses have been made under any such insurance policies purchased by the Company
at any time.
AUDIT COMMITTEE REPORT
The Audit Committee is composed solely of independent directors, as determined by the Board of Directors under the rules of
the Securities and Exchange Commission, the New York Stock Exchange listing standards, and the Company’s standards for
director independence. The Board of Directors has determined that each member of the Audit Committee is an “audit committee
financial expert,” as defined under applicable federal law and regulations. The Board of Directors has adopted a written charter for
the Audit Committee, which is available on the Company’s website. The Audit Committee has sole authority to appoint, terminate
or replace the Company’s independent registered public accounting firm, which reports directly to the Audit Committee.
The Audit Committee reviews the Company’s financial statements and the Company’s financial reporting process. Management
has the primary responsibility for the Company’s financial statements and internal control over financial reporting, as well as disclosure
controls and procedures.
In this context, the Audit Committee reviewed and discussed with management and Ernst & Young LLP, the Company’s
independent registered public accounting firm, the Company’s audited consolidated financial statements for the fiscal year ended
September 28, 2019. In addition, the Audit Committee discussed with the independent registered public accounting firm the matters
required to be discussed by applicable requirements of the Public Accounting Oversight Board and the Securities and Exchange
Commission.
The Audit Committee has received the written disclosures and the letter from the independent registered public accounting
firm required by the applicable requirements of the Public Accounting Oversight Board regarding the independent public accounting
firm’s communications with the Audit Committee concerning independence, and the Audit Committee discussed with the independent
registered public accounting firm that firm’s independence.
Based on the Audit Committee’s review and discussions referred to above, the Audit Committee recommended to the Board
of Directors that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K, for the
fiscal year ended September 28, 2019, filed with the Securities and Exchange Commission.
Kraig H. Kayser, Chair
Peter J. Gundermann
40
R. Bradley Lawrence
Brenda L. Reichelderfer

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