Moog Proxy - FY2022 - Host - Flipbook - Page 41
CEO PAY RATIO
As required by the Dodd-Frank Act and Regulation S-K of the Exchange Act, the following information discloses the relationship
of the annual total compensation of our CEO, as set forth in the 2022 Summary Compensation Table, to that of the annual total
compensation of our median employee.
As permitted by the Securities and Exchange Commission’s rules, the Company used the same median employee that was
identified as of July 1, 2021 for its fiscal 2022 pay ratio disclosure as there have not been any material changes to our employee
population, including employees who joined through acquisition, or compensation design since fiscal 2021 that we believe would
significantly change our 2022 CEO pay ratio results.
For purposes of identifying our median employee in fiscal 2021, base wages paid to all employees, excluding the CEO,
annualized for employees hired within the year, were utilized to determine the median employee. Base wages were used as the
consistently applied compensation measure to determine the median employee as the variable pay programs are uniform across
the Company. For purposes of determining the Company’s 2022 CEO pay ratio, the Company calculated the annual total
compensation of the median employee under the same methodology used for the NEOs as set forth in the 2022 Summary
Compensation Table. The annual total compensation for our median employee was then compared to 2022 Summary
Compensation Table total compensation reported for Mr. Scannell, our CEO.
Fiscal 2022 annual total compensation of our CEO
$
4,030,668
Fiscal 2022 annual total compensation of our median employee
$
71,151
Fiscal 2022 CEO Pay Ratio
57:1
The Company’s fiscal 2022 ratio described above is a reasonable estimate calculated in a manner consistent with Item 402(u) of
Regulation S-K based upon the Company’s payroll and employment records and the methodologies described above. The SEC
rules permit companies to employ various methodologies, exclusions and reasonable estimates to derive the pay ratio
calculation representative of their respective employee populations and compensation practices. Based upon this variability, the
estimated ratio reported above should not be interpreted as a basis for comparison between companies.
DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
On November 30, 2004, the Board approved indemnification agreements for officers, directors and key employees. The
indemnification agreement provides that officers, directors and key employees will be indemnified for expenses, investigative
costs and judgments arising from threatened, pending or completed legal proceedings. The form of the indemnification
agreement was filed with the Securities and Exchange Commission as an exhibit to the Company’s Current Report on Form 8-K
filed on December 1, 2004.
On November 1, 2022, the Company renewed an officers and directors indemnification insurance coverage through policies
written by the Chubb, Travelers, AIG, AWAC, C.N.A., Zurich, Sompo, Argo and AXA XL. The renewal was for a one-year period at
an annual premium of $1,134,620. The policy provides indemnification benefits and the payment of expenses in actions instituted
against any director or officer of the Company for claimed liability arising out of their conduct in such capacities. No payments or
claims of indemnification or expenses have been made under any such insurance policies purchased by the Company at any
time.
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