Moog Proxy - FY2022 - Host - Flipbook - Page 12
The Executive Compensation Committee is responsible for approving stock incentive awards to executive officers and key
employees. The Executive Compensation Committee reviews management recommendations regarding awards to both
executive officers and key employees, evaluating such potential awards in relation to overall compensation levels. The Executive
Compensation Committee also reviews such awards with consideration for the potential dilution to shareholders, and limits stock
awards such that the potential dilutive effect is within normally accepted practice. With regard to stock incentive grants to
directors, such grants are approved by the full Board. The Executive Compensation Committee held two meetings in fiscal 2022.
All of the Executive Compensation Committee members meet the independence requirements of the New York Stock Exchange.
The Board has adopted a written charter for the Executive Compensation Committee. A copy of the charter is available on the
Company’s website at www.moog.com by selecting Investors, Corporate Governance Guidelines and then Executive
Compensation Committee Charter.
During fiscal 2022, the Executive Compensation Committee utilized data provided in a report prepared by Korn Ferry, an
independent professional compensation consulting firm, to assist and guide the Executive Compensation Committee. The Korn
Ferry data was used to compare Moog’s executive compensation program with current industry trends, and to benchmark
individual officer compensation levels against our peer group and Korn Ferry’s wider executive database. This report was also
used to assist the Executive Compensation Committee in setting the compensation level of our CEO. Our CEO makes
recommendations to the Executive Compensation Committee regarding the compensation levels of other executive officers. The
amount of fees for services performed for the Executive Compensation Committee by Korn Ferry was approximately $51,000 for
fiscal 2022.
Moog's management also used Korn Ferry for compensation and talent consultation services, which are provided independently
of the services to the Executive Compensation Committee. The decision to engage Korn Ferry for these services was made
directly by management and was approved by the chair of the Executive Compensation Committee when it related directly to
executive compensation. The amount of fees for these additional services performed by Korn Ferry was approximately $120,000
for fiscal 2022.
During fiscal 2022, the Executive Compensation Committee also utilized the services of Frederic W. Cook & Co., Inc. ("FW
Cook"), a separate independent professional compensation consulting firm, to assist and guide the Executive Compensation
Committee in the review of the Company's overall incentive plan designs. The amount of fees for services performed for the
Executive Compensation Committee by FW Cook was approximately $120,000 for fiscal 2022. No further services were provided
to Moog's management by FW Cook.
The Executive Compensation Committee has assessed the independence of both Korn Ferry and FW Cook pursuant to the
factors identified in the New York Stock Exchange listing rules regarding conflicts of interest for compensation consultants. The
Committee concluded no conflict of interest existed.
Additional information regarding the Executive Compensation Committee’s processes and procedures for establishing and
overseeing executive compensation is disclosed in the Compensation Discussion and Analysis beginning on page 14.
Executive Compensation Committee Interlocks and Insider Participation
In fiscal 2022, Messrs. Gisel, Gundermann, Lawrence and Lipke served on the Executive Compensation Committee. 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 had any relationships with Moog requiring disclosure under any paragraph of Item 404 of Regulation S-K.
Related Party Transactions
We use a combination of Company policies, including a policy on related parties, in addition to established review procedures,
including adherence to New York Stock Exchange Listing standards, to ensure related party transactions are reviewed, approved
and ratified, as appropriate.
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 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. 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.
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