Moog Proxy - FY2022 - Host - Flipbook - Page 2
TABLE OF CONTENTS
Notice of Annual Meeting of Shareholders
General Information
Record Date and Outstanding Shares
Statement Regarding Moog's Dual-Class Stock
Voting Rights and Instructions
Universal Proxy Rules
Proposal 1 - Election of Directors
Nominees for Election as Directors at the Annual Meeting
Directors With Terms Continuing Beyond the Annual Meeting
Corporate Governance
Compensation of Directors
2022 Director Compensation
Compensation Discussion and Analysis
Introduction
Executive Summary
Compensation Philosophy and Objectives
Roles and Governance
Market Assessment
Competitive Analysis of Total Direct Compensation
Principal Elements of the Executive Compensation Program
Other Benefits and Perquisites
The Process Used to Determine Compensation
Risk Review
The Executive Compensation Committee Report
Compensation of Executive Officers
Distinguishing “Awarded” Pay from “Reported” Pay in 2022
2022 Summary Compensation Table
2022 Grants of Plan-Based Awards
Outstanding Equity Awards at 2022 Fiscal Year-End
2022 Option Exercises and Stock Vested
Equity Compensation Plan Information
Pension Benefits
U.S. Pension Benefits
Non-U.S. Pension Benefits
2022 Pension Benefits Table
2022 Non-Qualified Deferred Compensation
Potential Payments Upon Termination or Change in Control
CEO Pay Ratio
Directors and Officers Indemnification Insurance
Audit Committee Report
Audit Fees and Pre-Approval Policy
Proposal 2 - Ratification of Independent Registered Public Accounting Firm
Sustainability
Security Ownership of Certain Beneficial Owners and Management
Principal Shareholders
Directors and Executive Officers
Delinquent Section 16(a) Reports
Proposals of Shareholders for 2024 Annual Meeting
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