Moog Proxy and Notice and Access Letter- FY2019 Filed 12 30 2019 - Page 14

None of the members of the Executive Compensation Committee was an officer or employee of Moog during the last fiscal
year, was formerly an officer of Moog, or has any relationships with Moog requiring disclosure under any paragraph of Item 404 of
Regulation S-K. During fiscal year 2019, no executive officer of Moog has served on the compensation committee of any company
that employs a director of Moog, expect for Mr. Scannell who serves on M&T Bank Corporation's Executive Compensation Committee.
We use a combination of Company policies and established review procedures, including adherence to New York Stock
Exchange Listing standards, to ensure related party transactions are reviewed, approved and ratified, as appropriate. We do not
maintain these policies and procedures under a single written policy.
The Nominating and Governance Committee is responsible for developing, recommending and reviewing annually the
Company's Corporate Governance Guidelines to comply with state and federal laws and regulations, and with New York Stock
Exchange Listing Standards. The Board of Directors is further required to meet the independence standards set forth in the New
York Stock Exchange Listed Company Manual. The Audit Committee is responsible for the review, approval or ratification of any
related party transactions as noted in the “Compliance Oversight Responsibilities” section of the Charter of the Audit Committee of
the Board of Directors. Our Statement of Business Ethics, which applies to all directors, executive officers and employees, provides
guidance on matters such as conflicts of interest and procurement integrity, among others.
We require that each director and executive officer complete a questionnaire quarterly. The questionnaire requires positive
written affirmation regarding related party transactions that may constitute a conflict of interest, including: any transaction or proposed
transaction in excess of $120,000 involving the director or executive officer or an immediate family member and the Company, a
subsidiary or any pension or retirement savings plan; any indebtedness to the Company; dealings with competitors, suppliers or
customers; any interest in real or personal property in which the Company also has an interest; and the potential sale of any real
or personal property or business venture or opportunity that will be presented to the Company for consideration. In addition, we
collect quarterly updates to this questionnaire throughout the year. We review each questionnaire to identify any transactions or
relationships that may constitute a conflict of interest, require disclosure, or affect an independence determination.
Any such transactions with the directors, executive officers, their immediate family members or any 5% shareholder are reviewed
by the Audit Committee, and, when necessary, the full Board of Directors. These reviews are intended to ensure any such transactions
are conducted on terms as fair as if they were on an arm’s length basis and do not conflict with the director’s or executive officer’s
responsibilities to the Company. If the Audit Committee or Board of Directors were to determine that a transaction is not on terms
as fair as if it were on an arm’s length basis, the transaction would be modified such that the transaction were as fair as if it were
on an arm’s length basis. The Audit Committee and Board of Directors place significant reliance on their collective business judgment,
experience and expertise in their review and deliberations.
For situations in which it is either clear that a conflict of interest exists or there is a potential conflict of interest, the related
director or executive officer is obligated to recuse themself from any discussion on the business arrangement. That director or
executive officer does not participate in approving or not approving the related transaction. The remaining members of the Board
of Directors make those determinations.
During fiscal 2019, there was no related party transaction required to be reported under Item 404(a) of Regulation S-K that
was required to be reviewed as a related party transaction under the Company’s policies and procedures.
Current directors and director nominees of the Company are presently serving or have served at any time during the past five
years on the following boards of directors of other publicly traded companies:
William G. Gisel, Jr.
Peter J. Gundermann
Astronics Corporation
Kraig H. Kayser
Seneca Foods Corporation
Brian J. Lipke
Gibraltar Industries, Inc. (1)
Brenda L. Reichelderfer
Federal Signal Corporation, Meggitt PLC (2)
John R. Scannell
Albany International, M&T Bank Corporation
(1) As of June 2015, Mr. Lipke no longer serves as a director of Gibraltar Industries, Inc. as he retired from the board in his
capacity as Executive Chairman.
(2) As of April 2017, Ms. Reichelderfer no longer serves as a director of Meggitt PLC as she retired from the board immediately
preceding the 2017 annual meeting.


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