Moog Proxy - FY2022 - Host - Flipbook - Page 22
Performance measured under the STI was adjusted in alignment with our fiscal 2022 disclosed adjusted EPS and adjusted FCF.
Adjusted EPS is defined as EPS excluding the impacts associated with divestitures, the sale of a building, inventory write-down
charges, asset impairment, and restructuring charges. Adjusted FCF is defined as FCF excluding the impact of the RPA. The
Company believes aligning the STI performance measurement to our reported adjusted results recognizes the underlying
operational performance of the business while neutralizing the impact, favorable or unfavorable, of significant unexpected or nonoperational items. It is also meant to encourage strategic decisions made to enhance shareholder value creation which may not
be immediately accretive. Additional information regarding adjustments made between the Company’s reported and adjusted
results can be accessed in the Supplemental Data published with the fiscal 2022 fourth quarter earnings release on our website
at www.moog.com by selecting Investors, Webcasts and then Event Archives.
Long Term Incentive (LTI)
The Company believes that stock ownership on the part of executive officers serves to align the leadership of the Company with
the interest of shareholders. The Board has appointed the Executive Compensation Committee to administer all components of
executive compensation, including equity-based compensation plans. These responsibilities include the authority to construe and
interpret the terms of the plans and awards granted under them, as well as the authority to determine the persons eligible to
receive awards, when each award will be granted and the terms of each award, including the award amounts granted. No
awards may be re-priced in accordance with the terms of the Company’s outstanding plans.
During fiscal 2022, the NEOs were awarded the following amounts:
Name
John R. Scannell
PSUs(1)
(#)
SARs
(#)
23,352
TVAs
($)
Total Grant Date
Fair Value
($)
8,033 $
666,666 $
Jennifer Walter
6,539
2,249
186,666
2,000,015
559,996
Patrick J. Roche
8,757
3,013
250,000
750,058
Mark J. Trabert
3,737
1,286
106,666
320,081
Maureen M. Athoe
3,737
1,286
106,666
320,081
(1) Column represents the target number of PSUs.
These awards were granted under the 2014 LTI Plan and, in respect to the SARs and PSUs, were issued in underlying Class B
shares. The SARs and TVAs each vest ratably over a three-year period. The PSUs will vest at the end of a three-year
performance period and the number of PSUs earned will be determined based upon the level of performance achieved against
two performance criteria. PSUs have the potential to be earned between zero and two times the number of target units awarded.
The Executive Compensation Committee has not used a formulaic approach, but in years when performance is considered
adequate, the Executive Compensation Committee has invited the CEO to make recommendations for LTI awards for all
executive officers other than himself. These recommendations were either approved or adjusted by the Executive Compensation
Committee. With regard to the CEO, SAR, PSU and TVA awards were determined by the Executive Compensation Committee. A
total of 91,788 SARs, 30,836 PSUs and $2,556,654 TVAs were awarded to all eligible executives, including the NEOs, in fiscal
2022.
A SAR award contains such terms and conditions as determined by the Executive Compensation Committee, subject to the
terms of the 2014 LTI Plan, including the date on which the SARs become exercisable and the expiration date of the SARs. The
exercise price of a SAR on Class B shares will be equal to the fair market value of one Class B share on the grant date as
defined in the 2014 LTI Plan.
SARs vest and become exercisable pursuant to the terms and conditions outlined in each participant’s award agreement, as
determined by the Executive Compensation Committee. Except as described in Potential Payments upon Termination or Change
in Control beginning on page 36, SARs do not become exercisable earlier than the first anniversary of the date of grant, and
vested SAR awards will be exercisable by participants only until the tenth anniversary of the date of grant. The total number of
shares of Moog stock subject to SARs that may be awarded to any one employee during any fiscal year of the Company may not
exceed 100,000 shares.
A PSU award contains such terms and conditions as determined by the Executive Compensation Committee, subject to the
terms of the 2014 LTI Plan, including the dates on which the PSUs vest and settle, the performance criteria which the awards are
based on and the way in which awards will be linked to performance targets. The fair market value realized upon settlement of
earned PSUs is defined in the same manner as described above for SARs.
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