Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 7



SECURITY OWNERSHIP – DIRECTORS AND OFFICERS
The beneficial ownership of each director, each named executive officer (“NEO”), and for “all directors and officers as a group”
as of December 17, 2019 is provided in the following table. Unless otherwise indicated, the persons named have sole voting and
investment power with respect to the securities beneficially owned. Beneficial ownership includes securities which could be acquired
pursuant to currently exercisable stock appreciation rights (“SARs”), or SARs that become exercisable within 60 days of
December 17, 2019.
Name of Beneficial Owner
Directors
Janet M. Coletti (nominee)
Donald R. Fishback (4)
William G. Gisel, Jr.
Peter J. Gundermann
Kraig H. Kayser (nominee)
R. Bradley Lawrence
Brian J. Lipke
Brenda L. Reichelderfer (nominee)
John R. Scannell (5) (nominee)
Shares
Class A
Common Stock
Class B
Common Stock (1)
Amount and Nature
of Beneficial Ownership
Amount and Nature
of Beneficial Ownership
Shares Subject
to Options/
SARs
Exercisable
within
60 days (2)(3)
Total
Shares
Percent
Of
Class
Shares
Shares Subject
to Options/
SARs
Exercisable
within
60 days (2)(3)
Total
Shares
Percent
Of
Class

15,223

779
25,251
1,000
7,634
650
33,503

39,280
1,712
3,343
3,343

3,343

51,719

54,503
1,712
4,122
28,594
1,000
10,977
650
85,222
*
*
*
*
*
*
*
*
*
989
5,106
4,075
4,075
4,075
5,075
4,075
4,075
8,426

3,650
593
593
593
593
593

7,040
989
8,756
4,668
4,668
4,668
5,668
4,668
4,075
15,466
*
*
*
*
*
*
*
*
*
625

5,237
94,489


4,054
142,665
625

9,291
237,154
*
*
*
*
4,315
5,651
3,243
64,377
3,650
2,069
3,650
29,189
7,965
7,720
6,893
93,566
*
*
*
2.2
Named Executive Officers (6)
R. Eric Burghardt
Mark J. Trabert
Maureen M. Athoe
All directors and officers as a group
(16 persons) (7)
*
Does not exceed one percent of class.
(1) Class B shares are convertible into Class A shares on a share-for-share basis.
(2) Includes shares related to SARs. The number of shares issuable upon exercise of SARs is calculated for net settlement based
upon the excess of the market price on December 17, 2019 over the exercise price of the SARs.
(3) Excludes performance-based restricted stock units (“PSUs”) held but not earned as NEOs may not direct the voting of their
PSUs. The number and terms of PSUs awarded to each NEO are provided in greater detail in the Compensation Discussion
and Analysis (“CD&A”) and 2019 Grant of Plan-Based Awards table.
(4) Denise Fishback, Mr. Fishback's spouse, is the beneficial owner of 34,729 Class A shares, which are not included in the
numbers reported.
(5) Eileen Scannell, Mr. Scannell's spouse, is the beneficial owner of 26,057 Class A shares, which are not included in the numbers
reported.
(6) Messrs. Fishback and Scannell are also Named Executive Officers. Beneficial ownership information for each appears under
the heading “Directors” above.
(7) “All directors and officers as a group” consists of the directors, the NEOs and all other executive officers as of December 17,
2019. Balances do not include shares held by spouses, or as custodian or trustee for minors, as to which beneficial interest
has been disclaimed. Certain officers and directors of the Company have entered into an agreement among themselves and
with the RSP, the Employee Retirement Plan ("ERP") and the Company, which provides that prior to selling Class B shares
obtained through exercise of a non-statutory option, the non-selling officers and directors, the RSP, the ERP and the Company
have an option to purchase the shares being sold.
DELINQUENT SECTION 16(a) REPORTS
Except as noted below, during fiscal 2019, the executive officers and directors of the Company timely filed with the Securities
and Exchange Commission the required reports under Section 16(a) of the Securities Exchange Act of 1934 regarding their beneficial
ownership of Company securities. The sale of Class A shares in September 2019 by R. Eric Burghardt, a Vice President of the
Company, was reported on a late Form 4 filed on September 16, 2019. The sale of Class A shares in September 2019 by Patrick
J. Roche, a Vice President of the Company, was reported on a late Form 4 filed on September 18, 2019. As a practical matter, the
Company assists its officers and directors by monitoring transactions and completing and filing Section 16 reports on their behalf.
5

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