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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Moog Inc | NYSE:MOG.B | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 160.80 | 175 | 21:00:11 |
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
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1
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GENERAL INFORMATION
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2
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RECORD DATE AND OUTSTANDING SHARES
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2
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VOTING RIGHTS AND INSTRUCTIONS
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2
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CERTAIN BENEFICIAL OWNERS
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4
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Security Ownership - Over 5% of Class
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4
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Security Ownership - Directors and Officers
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5
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PROPOSAL 1 - ELECTION OF DIRECTORS
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6
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Nominees for Election as Directors at the Annual Meeting
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6
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Directors with Terms Continuing Beyond Annual Meeting
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8
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CORPORATE GOVERNANCE
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9
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COMPENSATION OF DIRECTORS
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14
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2020 DIRECTOR COMPENSATION
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14
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COMPENSATION DISCUSSION AND ANALYSIS
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16
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Introduction
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16
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Executive Summary
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16
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Compensation Philosophy and Objectives
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17
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Roles and Governance
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17
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Market Assessment
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18
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Direct Compensation Components of the Executive Compensation Program
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19
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Other Benefits and Perquisites
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20
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Competitive Analysis of Total Direct Compensation
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21
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The Process Used to Determine Compensation
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22
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RISK REVIEW
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24
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THE EXECUTIVE COMPENSATION COMMITTEE REPORT
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24
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2020 EXECUTIVE COMPENSATION DATA
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25
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Distinguishing “Awarded” Pay from “Reported” Pay
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25
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2020 SUMMARY COMPENSATION TABLE
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26
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2020 GRANTS OF PLAN-BASED AWARDS
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28
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OUTSTANDING EQUITY AWARDS AT 2020 FISCAL YEAR-END
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29
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2020 OPTION AND SAR EVERCISES AND STOCK VESTED
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32
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EQUITY COMPENSATION PLAN INFORMATION
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33
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PENSION BENEFITS
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34
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2020 PENSION BENEFITS TABLE
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36
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2020 NON-QUALIFIED DEFERRED COMPENSATION
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36
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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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37
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CEO PAY RATIO
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40
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DIRECTORS AND OFFICERS INDEMNIFICATION INSURANCE
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41
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AUDIT COMMITTEE REPORT
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41
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AUDIT FEES AND PRE-APPROVAL POLICY
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42
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PROPOSAL 2 - NON-BINDING ADVISORY VOTE ON EXECUTIVE COMPENSATION
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42
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PROPOSAL 3 - RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
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43
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PROPOSALS OF SHAREHOLDERS FOR 2022 ANNUAL MEETING
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44
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Name and Address of Beneficial Owner
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Class A Common Stock
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Class B Common Stock (1)
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Amount and
Nature of
Beneficial
Ownership
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Percent of
Class
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Amount and
Nature of
Beneficial
Ownership
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Percent of
Class
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BlackRock, Inc. (2)
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4,916,420
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16.5
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—
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—
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55 East 52nd Street
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New York, NY 10055
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The Vanguard Group, Inc. (2)
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3,000,616
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10.1
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—
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—
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100 Vanguard Blvd.
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Malvern, PA 19355
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FMR LLC (2)
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1,494,433
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5.0
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245 Summer Street
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Boston, MA 02210
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Moog Inc. Retirement Savings Plan “RSP” (3)
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—
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—
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1,524,027
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37.1
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c/o Moog Inc.
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Jamison Rd.
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East Aurora, NY 14052
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Moog Inc. Stock Employee Compensation Trust, as amended “SECT” (2) (4)
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425,148
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1.4
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558,624
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13.6
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c/o Moog Inc.
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Jamison Rd.
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East Aurora, NY 14052
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Moog Inc. Supplemental Retirement Plan Trust, as amended "Trust" (2) (5)
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—
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—
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826,170
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20.1
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c/o Moog Inc.
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Jamison Rd.
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East Aurora, NY 14052
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(1)
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Class B shares are convertible into Class A shares on a share-for-share basis.
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(2)
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Holdings are derived from the most recent Schedule 13D or 13G filings and, to the extent applicable, are updated for aggregate positions reported by Bloomberg L.P. based upon the most recent Schedule 13F filings.
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(3)
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These shares are allocated to individual participants under the RSP and are voted by Great-West Trust Company, LLC, Greenwood Village, Colorado, the Trustee as of the record date, as directed by the participants to whom such shares are allocated. Any allocated shares as to which voting instructions are not received will be voted in accordance with instructions on the proxy card. As of December 14, 2020, a total of 7,512 of the allocated Class B shares were allocated to accounts of officers and are included in the shares reported in the table on the next page for “All directors and officers as a group.”
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(4)
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The SECT acquires Class A shares and Class B shares that become available for subsequent use in the RSP or other Moog employee benefit plans. The SECT will terminate on the earlier of (a) the date the SECT no longer holds any assets or (b) a date specified in a written notice given by the Board of Directors to the Trustee. The Trustee of the SECT is Robert T. Brady. The Trustee’s powers and rights include, among others, the right to retain or sell SECT assets; borrow from the Company or third party lenders upon direction from an administrative committee and enter into related loan agreements; vote or give consent with respect to securities held by the SECT in the Trustee’s sole discretion; employ accountants and advisors as may be reasonably necessary; utilize a custodian to hold, but not manage or invest, assets held by the SECT; and consult with legal counsel.
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(5)
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The Trust was established in 1992 as a funding vehicle for the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan (the “PERI-SERP”), and the assets of the Trust, including the Class B shares held by the Trust, are available to fund the Moog’s obligations under the PERI-SERP and held for the benefit of the participants of the PERI-SERP. The Trustee of the Trust is John P. McGrath. The Trustee has the sole power to direct the vote and to dispose or direct the disposition of all of the 826,170 Class B shares held by the Trust.
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(1)
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Class B shares are convertible into Class A shares on a share-for-share basis.
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(2)
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Includes shares related to SARs. The number of shares issuable upon exercise of SARs is calculated for net settlement based upon the excess of the market price on December 14, 2020 over the exercise price of the SARs.
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(3)
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Excludes performance-based restricted stock units (“PSUs”) held but not earned as NEOs may not direct the voting of their PSUs. The number and terms of PSUs awarded to each NEO are provided in greater detail in the Compensation Discussion and Analysis (“CD&A”) and 2020 Grant of Plan-Based Awards table.
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(4)
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Denise Fishback, Mr. Fishback's spouse, is the beneficial owner of 33,629 Class A shares, which are not included in the numbers reported.
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(5)
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Eileen Scannell, Mr. Scannell's spouse, is the beneficial owner of 26,057 Class A shares, which are not included in the numbers reported.
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(6)
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Messrs. Fishback and Scannell are also Named Executive Officers. Beneficial ownership information for each appears under the heading “Directors” above.
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(7)
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“All directors and officers as a group” consists of the directors, the NEOs and all other executive officers as of December 14, 2020. Balances do not include shares held by spouses, or as custodian or trustee for minors, as to which beneficial interest has been disclaimed. Certain officers and directors of the Company have entered into an agreement among themselves and with the RSP, the Employee Retirement Plan ("ERP") and the Company, which provides that prior to selling Class B shares obtained through exercise of a non-statutory option, the non-selling officers and directors, the RSP, the ERP and the Company have an option to purchase the shares being sold.
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Name
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Age
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First Elected
Director
|
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Expiration of
Proposed Term
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Position
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Nominees for Class B Director
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Donald R. Fishback
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64
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2015
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2024
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Vice President; Former Chief Financial Officer; and Director
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William G. Gisel, Jr.
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68
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2012
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2024
|
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Director
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Brian J. Lipke
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69
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2003
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2022
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Director
|
Nominee for Class A Director
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Janet M. Coletti
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57
|
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2020
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2024
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Director
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Name
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Age
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First Elected
Director
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Expiration
of Term
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Position
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Class B Directors
|
|
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Peter J. Gundermann
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58
|
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2009
|
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2022
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Director
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Brenda L. Reichelderfer
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62
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2016
|
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2023
|
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Director
|
John R. Scannell
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57
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2012
|
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2023
|
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Chief Executive Officer; Chairman of the Board; and Director
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Class A Directors
|
|
|
|
|
|
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Kraig H. Kayser
|
|
60
|
|
1998
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2023
|
|
Director
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R. Bradley Lawrence
|
|
73
|
|
2015
|
|
2022
|
|
Director
|
Director
|
Audit Committee
|
Executive
Committee
|
Executive
Compensation
Committee
|
Nominating and
Governance
Committee
|
Janet M. Coletti
|
—
|
—
|
—
|
—
|
Donald R. Fishback
|
—
|
M
|
—
|
—
|
William G. Gisel, Jr.
|
—
|
—
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C
|
M
|
Peter J. Gundermann
|
M
|
—
|
M
|
—
|
Kraig H. Kayser
|
C
|
—
|
—
|
M
|
R. Bradley Lawrence
|
M
|
—
|
M
|
—
|
Brian J. Lipke
|
—
|
—
|
M
|
C
|
Brenda L. Reichelderfer
|
M
|
—
|
—
|
M
|
John R. Scannell
|
—
|
C
|
—
|
—
|
Number of Meetings Held
|
5
|
—
|
1
|
1
|
Director
|
|
Company
|
William G. Gisel, Jr.
|
|
KeyCorp
|
Peter J. Gundermann
|
|
Astronics Corporation
|
Kraig H. Kayser
|
|
Seneca Foods Corporation
|
Brenda L. Reichelderfer
|
|
Federal Signal Corporation, Meggitt PLC (1)
|
John R. Scannell
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Albany International, M&T Bank Corporation
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(1)
|
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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Name
|
Fees Earned or
Paid in Cash
|
Stock
Awards (1)
|
All Other
Compensation
|
Total
|
Janet M. Coletti (2)
|
$63,750
|
$85,005
|
—
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$148,755
|
William G. Gisel, Jr.
|
$83,750
|
$85,005
|
—
|
$168,755
|
Peter J. Gundermann
|
$83,750
|
$85,005
|
—
|
$168,755
|
Kraig H. Kayser
|
$83,750
|
$85,005
|
—
|
$168,755
|
R. Bradley Lawrence
|
$83,750
|
$85,005
|
—
|
$168,755
|
Brian J. Lipke
|
$83,750
|
$85,005
|
—
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$168,755
|
Brenda L. Reichelderfer
|
$83,750
|
$85,005
|
—
|
$168,755
|
(1)
|
This column shows the aggregate grant date fair value of Class B shares granted in fiscal 2020. The following table shows the number of Class B shares granted to each non-employee director during fiscal 2020.
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(2)
|
Ms. Coletti was elected to the Board of Directors in November 2019 and, as a result, only served as director of the Company for portion of fiscal year 2020.
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Name
|
Grant
Date
|
Common Stock
|
Number of Shares Awarded
|
Market Price on Grant Date
|
Janet M. Coletti
|
11/12/2019
|
Class B
|
989
|
$85.95
|
William G. Gisel, Jr.
|
11/12/2019
|
Class B
|
989
|
$85.95
|
Peter J. Gundermann
|
11/12/2019
|
Class B
|
989
|
$85.95
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Kraig H. Kayser
|
11/12/2019
|
Class B
|
989
|
$85.95
|
R. Bradley Lawrence
|
11/12/2019
|
Class B
|
989
|
$85.95
|
Brian J. Lipke
|
11/12/2019
|
Class B
|
989
|
$85.95
|
Brenda L. Reichelderfer
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11/12/2019
|
Class B
|
989
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$85.95
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Name
|
SARs on Moog
Class B Shares
|
SARs on Moog
Class A Shares
|
Janet M. Coletti
|
—
|
—
|
William G. Gisel, Jr.
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2,500
|
5,500
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Peter J. Gundermann
|
2,500
|
8,500
|
Kraig H. Kayser
|
2,500
|
8,500
|
R. Bradley Lawrence
|
2,500
|
—
|
Brian J. Lipke
|
2,500
|
8,500
|
Brenda L. Reichelderfer
|
—
|
—
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Name
|
2020 Fees
Percent Deferred
|
Payment of Deferred
Fees from Prior Years
|
Janet M. Coletti
|
—
|
—
|
William G. Gisel, Jr.
|
100%
|
—
|
Peter J. Gundermann
|
—
|
—
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Kraig H. Kayser
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100%
|
—
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R. Bradley Lawrence
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—
|
—
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Brian J. Lipke
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—
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—
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Brenda L. Reichelderfer
|
—
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—
|
•
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John R. Scannell — Chief Executive Officer; Chairman of the Board; and Director
|
•
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Jennifer Walter — Vice President; Chief Financial Officer
|
•
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Donald R. Fishback — Vice President; Former Chief Financial Officer; and Director *
|
•
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Mark J. Trabert — Vice President; President, Aircraft Controls
|
•
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Maureen M. Athoe — Vice President; President, Space and Defense
|
•
|
Patrick J. Roche — Vice President; President, Industrial Systems
|
•
|
Base salary increases tied to market benchmarks, time in position and individual job performance;
|
•
|
STI, paid in cash and stock, based upon increases in earnings per share (“EPS”) and free cash flow (“FCF”) conversion;
|
•
|
LTI awards in the form of SARs and PSUs link NEO compensation to long-term shareholder interests; and
|
•
|
Benefits that include retirement and medical coverage.
|
•
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Base salaries are between 82% and 95% of market median with an average of 88%;
|
•
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Total Cash Compensation for all NEOs falls between 65% and 89% of market median with an average of 77%; and
|
•
|
Total Direct Compensation for all NEOs falls between 53% and 85% of market median, with an average of 72%.
|
•
|
Shares related to outstanding unexercised stock options and SARs are approximately 0.3% of total outstanding shares;
|
•
|
Shares related to outstanding PSU awards are approximately 0.2% of total outstanding shares;
|
•
|
Company policy prevents re-pricing option grants and SAR awards; and
|
•
|
Change in control agreements are double triggered.
|
|
|
|
William G. Gisel, Chair
|
|
R. Bradley Lawrence
|
Peter J. Gundermann
|
|
Brian J. Lipke
|
Name & Principal Position
|
Base Salary
|
Total Cash Compensation (1)
|
Total Direct Compensation (2)
|
||||||
|
Moog
|
Market
Median |
Ratio
|
Moog
|
Market
Median |
Ratio
|
Moog
|
Market
Median |
Ratio
|
John R. Scannell
|
$982
|
$1,039
|
95%
|
$1,385
|
$2,098
|
66%
|
$2,885
|
$5,426
|
53%
|
Chief Executive Officer; Chairman of the Board; and Director
|
|
|
|
|
|
|
|
|
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|
|
|
|
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|
Jennifer Walter
|
$464
|
$569
|
82%
|
$640
|
$989
|
65%
|
$1,140
|
$1,932
|
59%
|
Vice President; Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark J. Trabert
|
$486
|
$528
|
92%
|
$670
|
$752
|
89%
|
$970
|
$1,136
|
85%
|
Vice President; President, Aircraft Controls
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Maureen M. Athoe
|
$451
|
$528
|
85%
|
$623
|
$752
|
83%
|
$923
|
$1,136
|
81%
|
Vice President; President, Space and Defense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Patrick J. Roche
|
$459
|
$528
|
87%
|
$633
|
$752
|
84%
|
$933
|
$1,136
|
82%
|
Vice President; President, Industrial Systems
|
|
|
|
|
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(1)
|
The Total Cash Compensation (TCC) column shows the fiscal year base salary plus a pro-forma STI. The STI amount included in this column equals the rolling five (5) year average STI percentage of base salary applicable to the NEO’s current position times the fiscal year base salary. The STI includes cash and stock that would be paid under the STI plan for purposes of the executive compensation competitive analysis. The stock portion of fiscal 2020 STI is disclosed within the Stock Awards column of the Summary Compensation Table, reported on page 26.
|
(2)
|
The Total Direct Compensation (TDC) column includes the LTI grant date fair market value of SARs and PSUs awarded in fiscal 2020. The overall TDC figure is the TCC plus the LTI.
|
•
|
The CEO and CFO market data for base salary, TCC and TDC is a 50/50 mix of Moog’s peer group and data from the Korn Ferry 2020 General Market Executive Compensation Report. For the other NEOs, it is drawn from the Korn Ferry survey data only. Prior year tables used just Moog’s peer group. This revised approach widens the number of companies used for comparative purposes, thereby reducing the impact that individual changes within the peer group may have.
|
•
|
Where peer group data is used it has been taken on a like-for-like basis. The CEO and CFO are matched to equivalent peer company roles. For the Korn Ferry survey, like-for-like data is used with equivalent roles (CEO, CFO, Division Head). The survey data also uses Korn Ferry proprietary job evaluation system scores as a further means of ensuring the comparisons are accurate.
|
•
|
Rather than comparing the value of the individual elements of compensation to market, the cumulative position is shown, so that the competitiveness of each element can be seen as they are combined.
|
•
|
The STI included in the Total Cash Compensation assessment is a pro-forma value that reflects a rolling 5 year average percentage of base salary based upon the NEOs current position, rather than a single year’s actual paid value. This provides a more consistent picture of the impact of STI.
|
•
|
the outcomes achieved by the business unit or functional area for which the officer is responsible;
|
•
|
the conduct and contribution of the officer and the organization he manages in achieving overall Company results; and
|
•
|
the officer’s achievements in developing organizational strength for the future.
|
Year
|
EPS Increase %
|
|
FCF %
|
|
NEO Bonus %
|
|
2020
|
0.0
|
%
|
2,066
|
%
|
|
45.00% (1)
|
2019
|
90.7
|
%
|
35
|
%
|
|
44.30%
|
2018
|
0.0
|
%
|
8
|
%
|
|
31.60% (2)
|
•
|
Provide an appropriate mix of fixed and variable pay;
|
•
|
Balance short-term operational performance with long-term increases in shareholder value;
|
•
|
Reinforce a performance-oriented environment; and
|
•
|
Encourage recruitment and retention of key executives.
|
William G. Gisel, Jr., Chair
|
R. Bradley Lawrence
|
Peter J. Gundermann
|
Brian J. Lipke
|
•
|
Salaries paid during fiscal 2020;
|
•
|
SARs and PSUs awarded in fiscal 2020 under the LTI;
|
•
|
Stock award earned for fiscal 2020 under the STI;
|
•
|
Non-equity incentive compensation paid in cash earned for fiscal 2020 under the STI; and
|
•
|
All other compensation.
|
Name and Principal Position
|
Year(1)
|
Salary(2)
|
Bonus(3)
|
Stock
Awards(4) |
SAR
Awards(5) |
Non-Equity
Incentive Plan Compensation(6) |
All Other
Compensation(7) |
Total
|
||||||||||||||
John R. Scannell
|
2020
|
$
|
982,457
|
|
$
|
—
|
|
$
|
948,048
|
|
$
|
750,022
|
|
$
|
395,866
|
|
$
|
69,114
|
|
$
|
3,145,507
|
|
Chief Executive Officer; Chairman of the Board; and Director
|
2019
|
$
|
951,595
|
|
$
|
—
|
|
$
|
741,980
|
|
$
|
600,151
|
|
$
|
283,735
|
|
$
|
67,848
|
|
$
|
2,645,309
|
|
2018
|
$
|
917,145
|
|
$
|
189,086
|
|
$
|
547,352
|
|
$
|
450,010
|
|
$
|
5,543
|
|
$
|
25,090
|
|
$
|
2,134,226
|
|
|
Jennifer Walter
|
2020
|
$
|
463,755
|
|
$
|
—
|
|
$
|
318,844
|
|
$
|
250,007
|
|
$
|
137,501
|
|
$
|
27,768
|
|
$
|
1,197,875
|
|
Vice President; Chief Financial Officer
|
2019
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|||||||
2018
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||||
Donald R. Fishback
|
2020
|
$
|
596,502
|
|
$
|
—
|
|
$
|
174,508
|
|
$
|
—
|
|
$
|
178,951
|
|
$
|
115,669
|
|
$
|
1,065,630
|
|
Vice President; Former Chief Financial Officer; and Director
|
2019
|
$
|
590,767
|
|
$
|
—
|
|
$
|
238,224
|
|
$
|
150,054
|
|
$
|
176,147
|
|
$
|
399,177
|
|
$
|
1,554,369
|
|
2018
|
$
|
569,384
|
|
$
|
117,389
|
|
$
|
210,425
|
|
$
|
150,003
|
|
$
|
3,441
|
|
$
|
387,087
|
|
$
|
1,437,729
|
|
|
Mark J. Trabert
|
2020
|
$
|
485,696
|
|
$
|
—
|
|
$
|
223,472
|
|
$
|
150,009
|
|
$
|
146,777
|
|
$
|
255,069
|
|
$
|
1,261,023
|
|
Vice President; President, Aircraft Controls
|
2019
|
$
|
451,122
|
|
$
|
—
|
|
$
|
220,257
|
|
$
|
150,054
|
|
$
|
140,270
|
|
$
|
220,491
|
|
$
|
1,182,194
|
|
2018
|
$
|
421,273
|
|
$
|
86,853
|
|
$
|
194,756
|
|
$
|
150,003
|
|
$
|
2,546
|
|
$
|
190,659
|
|
$
|
1,046,090
|
|
|
Maureen M. Athoe
|
2020
|
$
|
451,272
|
|
$
|
—
|
|
$
|
218,278
|
|
$
|
150,009
|
|
$
|
136,375
|
|
$
|
227,280
|
|
$
|
1,183,214
|
|
Vice President; President, Space and Defense
|
2019
|
$
|
437,091
|
|
$
|
—
|
|
$
|
215,222
|
|
$
|
150,054
|
|
$
|
130,326
|
|
$
|
205,767
|
|
$
|
1,138,460
|
|
2018
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||||
Patrick J. Roche
|
2020
|
$
|
459,486
|
|
$
|
—
|
|
$
|
222,346
|
|
$
|
150,009
|
|
$
|
144,424
|
|
$
|
6,591
|
|
$
|
982,856
|
|
Vice President; President, Industrial Systems
|
2019
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|||||||
2018
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
(1)
|
The years reported are the Company’s fiscal years ended October 3, 2020, September 28, 2019 and September 29, 2018.
|
(2)
|
Includes amounts, if any, deferred at the direction of the executive officer pursuant to the Company’s 401(k) Plan.
|
(3)
|
With respect to fiscal 2018, this column shows the cash portion of the supplemental bonus awarded as part of the fiscal 2018 STI plan to all STI plan participants. Includes amounts, if any, deferred at the direction of the executive officer pursuant to the Company’s 401(k) Plan.
|
(4)
|
This column shows the aggregate grant date fair value computed in accordance with ASC 718 for the PSUs granted under the LTI for the fiscal years reported, the stock awards payable as part of the STI, and the stock bonus Mr. Fishback received. With respect to the LTI award, this value is based on the fair value of the equity-based award multiplied by the number of securities underlying the target PSUs and, represents the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule. With respect to the LTI awards, the amounts do not reflect the actual amounts that may be realized by the executive officers. A discussion of the assumptions used in calculating these values may be found in Note 18 to the audited financial statements in Moog’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020.
|
(5)
|
This column shows the aggregate grant date fair value computed in accordance with ASC 718 for SAR awards granted under the LTI for fiscal years reported. The amount is based on the fair value of the equity-based award as determined using the Black-Scholes option-pricing model multiplied by the number of securities underlying the SAR awards. The amounts do not reflect the actual amounts that may be realized by the executive officers. A discussion of the assumptions used in calculating these values may be found in Note 18 to the audited financial statements in Moog’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020.
|
(6)
|
This column shows the cash portion of the STI plan compensation (other than the cash portion of the supplemental bonus awarded as part of the fiscal 2018 STI plan, which is reported on the Bonus column), as described on page 22. Includes amounts, if any, deferred at the direction of the executive officer pursuant to the Company’s 401(k) Plan.
|
(7)
|
The table on page 27 shows the components of this column, which generally include group life and executive insurance premiums, Company contributions to the Company’s defined contribution plans and other perquisites. The amounts represent the amount paid by, or the incremental cost to, the Company.
|
Name and Principal Position
|
Year(1)
|
Salary(2)
|
Bonus(3)
|
Stock
Awards(4) |
SAR
Awards(5) |
Non-Equity
Incentive Plan Compensation(6) |
Change
in Pension Value and Non-Qualified Deferred Compensation Earnings(7) |
All Other
Compensation(8) |
Total
|
||||||||||||||||
John R. Scannell
|
2020
|
$
|
982,457
|
|
$
|
—
|
|
$
|
948,048
|
|
$
|
750,022
|
|
$
|
395,866
|
|
$
|
2,011,729
|
|
$
|
69,114
|
|
$
|
5,157,236
|
|
Chief Executive Officer; Chairman of the Board; and Director
|
2019
|
$
|
951,595
|
|
$
|
—
|
|
$
|
741,980
|
|
$
|
600,151
|
|
$
|
283,735
|
|
$
|
3,094,648
|
|
$
|
67,848
|
|
$
|
5,739,957
|
|
2018
|
$
|
917,145
|
|
$
|
189,086
|
|
$
|
547,352
|
|
$
|
450,010
|
|
$
|
5,543
|
|
$
|
1,137,501
|
|
$
|
25,090
|
|
$
|
3,271,727
|
|
|
Jennifer Walter
|
2020
|
$
|
463,755
|
|
$
|
—
|
|
$
|
318,844
|
|
$
|
250,007
|
|
$
|
137,501
|
|
$
|
141,111
|
|
$
|
27,768
|
|
$
|
1,338,986
|
|
Vice President; Chief Financial Officer
|
2019
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
$
|
—
|
|
|||||||
2018
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
$
|
—
|
|
||||||||
Donald R. Fishback
|
2020
|
$
|
596,502
|
|
$
|
—
|
|
$
|
174,508
|
|
$
|
—
|
|
$
|
178,951
|
|
$
|
861,067
|
|
$
|
115,669
|
|
$
|
1,926,697
|
|
Vice President; Former Chief Financial Officer; and Director
|
2019
|
$
|
590,767
|
|
$
|
—
|
|
$
|
238,224
|
|
$
|
150,054
|
|
$
|
176,147
|
|
$
|
1,193,701
|
|
$
|
399,177
|
|
$
|
2,748,070
|
|
2018
|
$
|
569,384
|
|
$
|
117,389
|
|
$
|
210,425
|
|
$
|
150,003
|
|
$
|
3,441
|
|
$
|
396,530
|
|
$
|
387,087
|
|
$
|
1,834,259
|
|
|
Mark J. Trabert
|
2020
|
$
|
485,696
|
|
$
|
—
|
|
$
|
223,472
|
|
$
|
150,009
|
|
$
|
146,777
|
|
$
|
259,237
|
|
$
|
255,069
|
|
$
|
1,520,260
|
|
Vice President; President, Aircraft Controls
|
2019
|
$
|
451,122
|
|
$
|
—
|
|
$
|
220,257
|
|
$
|
150,054
|
|
$
|
140,270
|
|
$
|
253,904
|
|
$
|
220,491
|
|
$
|
1,436,098
|
|
2018
|
$
|
421,273
|
|
$
|
86,853
|
|
$
|
194,756
|
|
$
|
150,003
|
|
$
|
2,546
|
|
$
|
117,704
|
|
$
|
190,659
|
|
$
|
1,163,794
|
|
|
Maureen M. Athoe
|
2020
|
$
|
451,272
|
|
$
|
—
|
|
$
|
218,278
|
|
$
|
150,009
|
|
$
|
136,375
|
|
$
|
228,524
|
|
$
|
227,280
|
|
$
|
1,411,738
|
|
Vice President; President, Space and Defense
|
2019
|
$
|
437,091
|
|
$
|
—
|
|
$
|
215,222
|
|
$
|
150,054
|
|
$
|
130,326
|
|
$
|
292,871
|
|
$
|
205,767
|
|
$
|
1,431,331
|
|
2018
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
|||||||||
Patrick J. Roche
|
2020
|
$
|
459,486
|
|
$
|
—
|
|
$
|
222,346
|
|
$
|
150,009
|
|
$
|
144,424
|
|
$
|
699,144
|
|
$
|
6,591
|
|
$
|
1,682,000
|
|
Vice President; President, Industrial Systems
|
2019
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
||||||||
2018
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
n/a
|
|
(1)
|
The years reported are the Company’s fiscal years ended October 3, 2020, September 28, 2019 and September 29, 2018.
|
(2)
|
Includes amounts, if any, deferred at the direction of the executive officer pursuant to the Company’s 401(k) Plan.
|
(3)
|
With respect to fiscal 2018, this column shows the cash portion of the supplemental bonus awarded as part of the fiscal 2018 STI plan to all STI plan participants. Includes amounts, if any, deferred at the direction of the executive officer pursuant to the Company’s 401(k) Plan.
|
(4)
|
This column shows the aggregate grant date fair value computed in accordance with ASC 718 for the PSUs granted under the LTI for the fiscal years reported, the stock awards payable as part of the STI, and the stock bonus Mr. Fishback received. With respect to the LTI award, this value is based on the fair value of the equity-based award multiplied by the number of securities underlying the target PSUs and represents the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule. With respect to the LTI awards, the amounts do not reflect the actual amounts that may be realized by the executive officers. A discussion of the assumptions used in calculating these values may be found in Note 18 to the audited financial statements in Moog’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020.
|
(5)
|
This column shows the aggregate grant date fair value computed in accordance with ASC 718 for SAR awards granted under the LTI for fiscal years reported. The amount is based on the fair value of the equity-based award as determined using the Black-Scholes option-pricing model multiplied by the number of securities underlying the SAR awards. The amounts do not reflect the actual amounts that may be realized by the executive officers. A discussion of the assumptions used in calculating these values may be found in Note 18 to the audited financial statements in Moog’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020.
|
(6)
|
This column shows the cash portion of the STI plan compensation (other than the cash portion of the supplemental bonus awarded as part of the fiscal 2018 STI plan, which is reported on the Bonus column), as described on page 22, for the fiscal years reported. Includes amounts, if any, deferred at the direction of the executive officer pursuant to the Company’s 401(k) Plan.
|
(7)
|
The aggregate change in actuarial present value is determined using mortality rates, interest rate and other assumptions consistent with those used in our financial statements. The amounts in this column represent the aggregate change in the actuarial present value of the officer’s accumulated retirement benefits under the ERP and the Moog Inc. Plan to Equalize Retirement Income and Supplemental Retirement Plan (“PERI-SERP”) and above-market or preferential earnings under the Moog Inc. Defined Contribution Supplemental Executive Retirement Plan (“DC SERP”). See the Pension Benefits table and Non-Qualified Deferred Compensation table on page 36 for additional information.
|
(8)
|
The table below shows the components of this column, which generally include group life and executive insurance premiums, Company contributions to the Company’s defined contribution plans, including under the DC SERP, and other perquisites. The amounts represent the amount paid by, or the incremental cost to, the Company.
|
Name
|
Year
|
Group Life
Insurance Premium |
Executive
Medical Premiums |
Executive Disability Premiums
|
Company
Contributions - Defined Contribution Plan(s)(1) |
Cash Paid In-Lieu of Vacation
|
Miscellaneous
Compensation(2) |
||||||
John R. Scannell
|
2020
|
$5,983
|
$5,208
|
$2,377
|
|
$
|
1,397
|
|
$44,302
|
|
$
|
9,847
|
|
Jennifer Walter
|
2020
|
$2,770
|
$5,200
|
$2,302
|
|
$
|
1,359
|
|
$15,707
|
|
$
|
430
|
|
Donald R. Fishback
|
2020
|
$3,633
|
$5,283
|
$2,377
|
|
$
|
93,886
|
|
—
|
|
$
|
10,490
|
|
Mark J. Trabert
|
2020
|
$2,958
|
$4,908
|
$2,155
|
|
$
|
211,512
|
|
$23,837
|
|
$
|
9,699
|
|
Maureen M. Athoe
|
2020
|
$2,748
|
$4,983
|
$2,377
|
|
$
|
196,607
|
|
$19,720
|
|
$
|
845
|
|
Patrick J. Roche
|
2020
|
—
|
$5,016
|
—
|
|
—
|
|
—
|
|
$
|
1,575
|
|
(1)
|
The amounts include Company match contributions to the Company’s defined contribution plan for each NEO and, for Messrs. Fishback, and Trabert, and Ms. Athoe include Company contributions to the DC SERP.
|
(2)
|
Miscellaneous Compensation principally consists of perquisites such as club dues and auto expenses.
|
(1)
|
The grant date is the date the Board of Directors ratifies the Executive Compensation Committee’s approval of the awards.
|
(2)
|
Actual amounts paid in cash under the STI plan in fiscal 2020 are reflected in the Summary Compensation Table under the Non-Equity Incentive Plan Compensation column on page 26. Actual amount of stock earned under the STI plan in fiscal 2020 is reflected in the Summary Compensation Table as part of the amount shown in the Stock Award column. The amounts shown for the maximum possible payouts under the Non-Equity Incentive Plan Awards represent the cap that payments are subject to under the STI plan, as described on page 22.
|
(3)
|
The NEOs, other than Mr. Fishback, were granted PSUs in fiscal 2020 that could convert into Class B shares of Company stock at the end of the three-year performance period based on two equally-weighted performance criteria. Each criterion has specified threshold, target and maximum performance payout levels such that performance below threshold results in no PSUs being earned, performance at target results in 50% of the PSUs being earned and performance at maximum results in 100% of the PSUs being earned. Proportional adjustment(s) will be applied for performance falling between threshold and target or target and maximum payout. The NEOs may receive between 0% and 200% of the target number of PSUs granted at the end of the performance period.
|
(4)
|
The amounts shown for SAR awards represent the number of SARs granted to each NEO, other than Mr. Fishback, during fiscal 2020. SARs were granted for Class B shares and vest in equal increments over three years.
|
(5)
|
The exercise price of a SAR on Class B shares will be equal to the fair market value of one Class B stock share as defined in the 2014 LTI Plan.
|
(6)
|
This column shows the aggregate grant date fair value computed in accordance with ASC 718. For SAR awards, the amount is based on the fair value of the equity-based award as determined using the Black-Scholes option-pricing model multiplied by the number of securities underlying the SAR awards. For PSUs, the actual value of units received will depend on the Company’s performance and market value of common stock at the time of settlement. The grant date fair value is based on the fair value of the equity-based award multiplied by the number of securities underlying the target PSUs. This represents the amount that the Company expects to expense for accounting purposes over the award’s vesting schedule. The amounts do not reflect the actual amounts that may be realized by the executive officers. Assumptions made in the calculations of these amounts may be found in Note 18 to the audited financial statements in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020.
|
|
Option/SAR Awards(1)
|
Stock Awards
|
|||||||||||||||
Name
|
Grant
Date
|
Common
Stock
|
Number of
Securities
Underlying
Unexercised
Options/
SARs -
Exercisable
|
Number of
Securities
Underlying
Unexercised
Options/
SARs -
Unexercisable
|
Exercise
Price
|
Expiration
Date
|
Grant
Date
|
Common
Stock
|
Number of
Unvested
PSUs
|
Market
Value of
Unvested
PSUs(2)
|
|||||||
Scannell
|
11/30/2011
|
Class A
|
27,000
|
|
—
|
|
$
|
41.820
|
|
11/30/2021
|
11/13/2018
|
Class B
|
7,483
|
|
$
|
480,932
|
|
|
11/27/2012
|
Class A
|
31,791
|
|
—
|
|
$
|
36.410
|
|
11/27/2022
|
11/12/2019
|
Class B
|
8,727
|
|
$
|
560,884
|
|
|
11/11/2013
|
Class A
|
15,000
|
|
—
|
|
$
|
61.690
|
|
11/11/2023
|
|
|
|
|
|||
|
11/11/2014
|
Class A
|
15,000
|
|
—
|
|
$
|
74.380
|
|
11/11/2024
|
|
|
|
|
|
|
|
|
11/17/2015
|
Class A
|
5,000
|
|
—
|
|
$
|
63.040
|
|
11/17/2025
|
|
|
|
|
|||
|
11/17/2015
|
Class B
|
10,000
|
|
—
|
|
$
|
65.900
|
|
11/17/2025
|
|
|
|
|
|||
|
11/15/2016
|
Class B
|
20,000
|
|
—
|
|
$
|
71.648
|
|
11/15/2026
|
|
|
|
|
|||
|
11/14/2017
|
Class B
|
12,362
|
|
6,181
|
|
$
|
82.310
|
|
11/14/2027
|
|
|
|
|
|||
|
11/13/2018
|
Class B
|
9,317
|
|
18,632
|
|
$
|
80.190
|
|
11/13/2028
|
|
|
|
|
|||
|
11/12/2019
|
Class B
|
—
|
|
33,969
|
|
$
|
85.950
|
|
11/12/2029
|
|
|
|
|
|||
Walter
|
11/30/2010
|
Class A
|
2,000
|
|
—
|
|
$
|
36.860
|
|
11/30/2020
|
11/13/2018
|
Class B
|
437
|
|
$
|
28,086
|
|
|
11/30/2011
|
Class A
|
4,000
|
|
—
|
|
$
|
41.820
|
|
11/30/2021
|
11/12/2019
|
Class B
|
2,909
|
|
$
|
186,961
|
|
|
11/27/2012
|
Class A
|
4,000
|
|
—
|
|
$
|
36.410
|
|
11/27/2022
|
|
|
|
|
|||
|
11/11/2013
|
Class A
|
2,000
|
|
—
|
|
$
|
61.690
|
|
11/11/2023
|
|
|
|
|
|||
|
11/11/2014
|
Class A
|
2,000
|
|
—
|
|
$
|
74.380
|
|
11/11/2024
|
|
|
|
|
|||
|
11/17/2015
|
Class A
|
667
|
|
—
|
|
$
|
63.040
|
|
11/17/2025
|
|
|
|
|
|||
|
11/17/2015
|
Class B
|
1,333
|
|
—
|
|
$
|
65.900
|
|
11/17/2025
|
|
|
|
|
|||
|
11/15/2016
|
Class B
|
2,000
|
|
—
|
|
$
|
71.648
|
|
11/15/2026
|
|
|
|
|
|||
|
11/14/2017
|
Class B
|
1,074
|
|
537
|
|
$
|
82.310
|
|
11/14/2027
|
|
|
|
|
|||
|
11/13/2018
|
Class B
|
581
|
|
1,160
|
|
$
|
80.190
|
|
11/13/2028
|
|
|
|
|
|||
|
11/12/2019
|
Class B
|
—
|
|
11,323
|
|
$
|
85.950
|
|
11/12/2029
|
|
|
|
|
|||
Fishback
|
11/30/2011
|
Class A
|
20,500
|
|
—
|
|
$
|
41.820
|
|
11/30/2021
|
11/13/2018
|
Class B
|
1,871
|
|
$
|
120,249
|
|
|
11/27/2012
|
Class A
|
20,500
|
|
—
|
|
$
|
36.410
|
|
11/27/2022
|
|
|
|
|
|||
|
11/11/2013
|
Class A
|
10,000
|
|
—
|
|
$
|
61.690
|
|
11/11/2023
|
|
|
|
|
|
|
|
|
11/11/2014
|
Class A
|
10,000
|
|
—
|
|
$
|
74.380
|
|
11/11/2024
|
|
|
|
|
|
|
|
|
11/17/2015
|
Class A
|
3,333
|
|
—
|
|
$
|
63.040
|
|
11/17/2025
|
|
|
|
|
|
|
|
|
11/17/2015
|
Class B
|
6,667
|
|
—
|
|
$
|
65.900
|
|
11/17/2025
|
|
|
|
|
|
|
|
|
11/15/2016
|
Class B
|
10,000
|
|
—
|
|
$
|
71.648
|
|
11/15/2026
|
|
|
|
|
|
|
|
|
11/14/2017
|
Class B
|
4,121
|
|
2,060
|
|
$
|
82.310
|
|
11/14/2027
|
|
|
|
|
|
|
|
|
11/13/2018
|
Class B
|
2,330
|
|
4,658
|
|
$
|
80.190
|
|
11/13/2028
|
|
|
|
|
|
|
|
Trabert
|
11/15/2016
|
Class B
|
10,000
|
|
—
|
|
$
|
71.648
|
|
11/15/2026
|
11/13/2018
|
Class B
|
1,871
|
|
$
|
120,249
|
|
|
11/14/2017
|
Class B
|
4,121
|
|
2,060
|
|
$
|
82.310
|
|
11/14/2027
|
11/12/2019
|
Class B
|
1,746
|
|
$
|
112,215
|
|
|
11/13/2018
|
Class B
|
2,330
|
|
4,658
|
|
$
|
80.190
|
|
11/13/2028
|
|
|
|
|
|||
|
11/12/2019
|
Class B
|
—
|
|
6,794
|
|
$
|
85.950
|
|
11/12/2029
|
|
|
|
|
|||
Athoe
|
11/27/2012
|
Class A
|
4,000
|
|
—
|
|
$
|
36.410
|
|
11/27/2022
|
11/13/2018
|
Class B
|
1,871
|
|
$
|
120,249
|
|
|
11/11/2013
|
Class A
|
2,000
|
|
—
|
|
$
|
61.690
|
|
11/11/2023
|
11/12/2019
|
Class B
|
1,746
|
|
$
|
112,215
|
|
|
11/11/2014
|
Class A
|
2,000
|
|
—
|
|
$
|
74.380
|
|
11/11/2024
|
|
|
|
|
|||
|
11/17/2015
|
Class A
|
3,333
|
|
—
|
|
$
|
63.040
|
|
11/17/2025
|
|
|
|
|
|||
|
11/17/2015
|
Class B
|
6,667
|
|
—
|
|
$
|
65.900
|
|
11/17/2025
|
|
|
|
|
|||
|
11/15/2016
|
Class B
|
10,000
|
|
—
|
|
$
|
71.648
|
|
11/15/2026
|
|
|
|
|
|||
|
11/14/2017
|
Class B
|
4,121
|
|
2,060
|
|
$
|
82.310
|
|
11/14/2027
|
|
|
|
|
|||
|
11/13/2018
|
Class B
|
2,330
|
|
4,658
|
|
$
|
80.190
|
|
11/13/2028
|
|
|
|
|
|||
|
11/12/2019
|
Class B
|
—
|
|
6,794
|
|
$
|
85.950
|
|
11/12/2029
|
|
|
|
|
(1)
|
Equity-based compensation awards are generally granted annually in November. The exercise price of a SAR on Class A shares will be equal to the fair market value of one Class A share as defined in either the 2008 SAR Plan or the 2014 LTI Plan. The exercise price of a SAR on Class B shares will be equal to the fair market value of one Class B share as defined in either the 2008 SAR Plan or the 2014 LTI Plan. The SARs expire ten years after the date of grant. Equity-based compensation awards are not re-priced or granted retroactively.
|
(2)
|
The amounts in this column are based upon the market price of the Company's Class B shares on October 2, 2020.
|
Name
|
Option/SAR Awards
|
|
Stock Awards
|
||||
Grant Date
|
Class of
Common
Stock
|
Vesting Schedule
|
|
Grant Date
|
Class of
Common
Stock
|
Vesting
Schedule(1)
|
|
Scannell
|
11/30/2011
|
Class A
|
33% in 2012, 2013 and 2014
|
|
11/13/2018
|
Class B
|
100% in 2021
|
|
11/27/2012
|
Class A
|
33% in 2013, 2014 and 2015
|
|
11/12/2019
|
Class B
|
100% in 2022
|
|
11/11/2013
|
Class A
|
33% in 2014, 2015 and 2016
|
|
|
|
|
|
11/11/2014
|
Class A
|
33% in 2015, 2016 and 2017
|
|
|
|
|
|
11/17/2015
|
Class A
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/17/2015
|
Class B
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/15/2016
|
Class B
|
33% in 2017, 2018 and 2019
|
|
|
|
|
|
11/14/2017
|
Class B
|
33% in 2018, 2019 and 2020
|
|
|
|
|
|
11/13/2018
|
Class B
|
33% in 2019, 2020 and 2021
|
|
|
|
|
|
11/12/2019
|
Class B
|
33% in 2020, 2021 and 2022
|
|
|
|
|
Walter
|
11/30/2010
|
Class A
|
33% in 2011, 2012 and 2013
|
|
11/13/2018
|
Class B
|
100% in 2021
|
|
11/30/2011
|
Class A
|
33% in 2012, 2013 and 2014
|
|
11/12/2019
|
Class B
|
100% in 2022
|
|
11/27/2012
|
Class A
|
33% in 2013, 2014 and 2015
|
|
|
|
|
|
11/11/2013
|
Class A
|
33% in 2014, 2015 and 2016
|
|
|
|
|
|
11/11/2014
|
Class A
|
33% in 2015, 2016 and 2017
|
|
|
|
|
|
11/17/2015
|
Class A
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/17/2015
|
Class B
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/15/2016
|
Class B
|
33% in 2017, 2018 and 2019
|
|
|
|
|
|
11/14/2017
|
Class B
|
33% in 2018, 2019 and 2020
|
|
|
|
|
|
11/13/2018
|
Class B
|
33% in 2019, 2020 and 2021
|
|
|
|
|
|
11/12/2019
|
Class B
|
33% in 2020, 2021 and 2022
|
|
|
|
|
Fishback
|
11/30/2011
|
Class A
|
33% in 2012, 2013 and 2014
|
|
11/13/2018
|
Class B
|
100% in 2021
|
|
11/27/2012
|
Class A
|
33% in 2013, 2014 and 2015
|
|
|
|
|
|
11/11/2013
|
Class A
|
33% in 2014, 2015 and 2016
|
|
|
|
|
|
11/11/2014
|
Class A
|
33% in 2015, 2016 and 2017
|
|
|
|
|
|
11/17/2015
|
Class A
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/17/2015
|
Class B
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/15/2016
|
Class B
|
33% in 2017, 2018 and 2019
|
|
|
|
|
|
11/14/2017
|
Class B
|
33% in 2018, 2019 and 2020
|
|
|
|
|
|
11/13/2018
|
Class B
|
33% in 2019, 2020 and 2021
|
|
|
|
|
Trabert
|
11/15/2016
|
Class B
|
33% in 2017, 2018 and 2019
|
|
11/13/2018
|
Class B
|
100% in 2021
|
|
11/14/2017
|
Class B
|
33% in 2018, 2019 and 2020
|
|
11/12/2019
|
Class B
|
100% in 2022
|
|
11/13/2018
|
Class B
|
33% in 2019, 2020 and 2021
|
|
|
|
|
|
11/12/2019
|
Class B
|
33% in 2020, 2021 and 2022
|
|
|
|
|
Athoe
|
11/27/2012
|
Class A
|
33% in 2013, 2014 and 2015
|
|
11/13/2018
|
Class B
|
100% in 2021
|
|
11/11/2013
|
Class A
|
33% in 2014, 2015 and 2016
|
|
11/12/2019
|
Class B
|
100% in 2022
|
|
11/11/2014
|
Class A
|
33% in 2015, 2016 and 2017
|
|
|
|
|
|
11/17/2015
|
Class A
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/17/2015
|
Class B
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/15/2016
|
Class B
|
33% in 2017, 2018 and 2019
|
|
|
|
|
|
11/14/2017
|
Class B
|
33% in 2018, 2019 and 2020
|
|
|
|
|
|
11/13/2018
|
Class B
|
33% in 2019, 2020 and 2021
|
|
|
|
|
|
11/12/2019
|
Class B
|
33% in 2020, 2021 and 2022
|
|
|
|
|
Roche
|
11/30/2011
|
Class A
|
33% in 2012, 2013 and 2014
|
|
11/13/2018
|
Class B
|
100% in 2021
|
|
11/27/2012
|
Class A
|
33% in 2013, 2014 and 2015
|
|
11/12/2019
|
Class B
|
100% in 2022
|
|
11/11/2013
|
Class A
|
33% in 2014, 2015 and 2016
|
|
|
|
|
|
11/11/2014
|
Class A
|
33% in 2015, 2016 and 2017
|
|
|
|
|
|
11/17/2015
|
Class A
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/17/2015
|
Class B
|
33% in 2016, 2017 and 2018
|
|
|
|
|
|
11/15/2016
|
Class B
|
33% in 2017, 2018 and 2019
|
|
|
|
|
|
11/14/2017
|
Class B
|
33% in 2018, 2019 and 2020
|
|
|
|
|
|
11/13/2018
|
Class B
|
33% in 2019, 2020 and 2021
|
|
|
|
|
|
11/12/2019
|
Class B
|
33% in 2020, 2021 and 2022
|
|
|
|
|
(1)
|
The vesting schedules for stock awards are for PSUs and are subject to the achievement of performance conditions.
|
|
Option / SAR Awards
|
Stock Awards
|
||||||||
Name
|
Number of Shares
Acquired on Exercise(1)
|
Value Realized
on Exercise
|
Number of Shares
Acquired on Vesting
|
Value Realized
on Vesting(5)
|
||||||
John R. Scannell (2)
|
20,500
|
|
$
|
548,170
|
|
5,065
|
|
$
|
401,840
|
|
Jennifer Walter
|
—
|
|
$
|
—
|
|
1,012
|
|
$
|
84,741
|
|
Donald R. Fishback (3)
|
20,500
|
|
$
|
896,120
|
|
1,961
|
|
$
|
157,536
|
|
Mark J. Trabert
|
—
|
|
$
|
—
|
|
1,775
|
|
$
|
141,435
|
|
Maureen M. Athoe
|
—
|
|
$
|
—
|
|
1,715
|
|
$
|
136,242
|
|
Patrick J. Roche (4)
|
4,000
|
|
$
|
165,494
|
|
1,762
|
|
$
|
140,310
|
|
(1)
|
For SARs that were exercised, the number of shares in this column reflects the nominal number of shares that were subject to SARs. The number of shares actually received upon exercise of SARs was lower and represented the value realized on exercise divided by the market value at the time of exercise.
|
(2)
|
The following details Mr. Scannell’s stock option and/or SAR exercises in fiscal 2020:
|
Exercise Date
|
Grant Date
|
Type of Award
|
Number of
Options/SARs Exercised |
Exercise Price
|
Amount Realized
|
9/30/2020
|
11/30/2010
|
SAR
|
20,500
|
$36.86
|
$548,170
|
(3)
|
The following details Mr. Fishback’s stock option and/or SAR exercises in fiscal 2020:
|
Exercise Date
|
Grant Date
|
Type of Award
|
Number of
Options/SARs Exercised |
Exercise Price
|
Amount Realized
|
2/6/2020
|
11/30/2010
|
SAR
|
10,000
|
$36.86
|
$586,370
|
9/21/2020
|
11/30/2010
|
SAR
|
10,500
|
$36.86
|
$309,750
|
(4)
|
The following details Mr. Roche’s stock option and/or SAR exercises in fiscal 2020:
|
Exercise Date
|
Grant Date
|
Type of Award
|
Number of
Options/SARs Exercised |
Exercise Price
|
Amount Realized
|
2/6/2020
|
11/30/2010
|
SAR
|
2,000
|
$36.86
|
$117,274
|
9/9/2020
|
11/30/2010
|
SAR
|
2,000
|
$36.86
|
$48,220
|
(5)
|
Based on the closing price of the Company's common stock on the date that the stock award vested.
|
Plan Category
|
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights(1)
|
Weighted-Average
Exercise Price of
Outstanding Options,
Warrants and Rights
|
Number of Options,
Warrants and Rights
Remaining Available for
Issuance Under Equity
Compensation Plans(2)
|
Equity Compensation Plans
Approved by Security Holders |
166,202
|
$67.07
|
1,035,848
|
Equity Compensation Plans
Not Approved by Security Holders (3) |
—
|
—
|
—
|
Total
|
166,202
|
$67.07
|
1,035,848
|
(1)
|
The number of securities to be issued upon exercise reports the number of shares calculated to be issued if all outstanding, stock option and SAR awards were exercised at October 3, 2020 plus the number of outstanding target PSUs at October 3, 2020. The number of shares issuable upon exercise of SAR awards is calculated based upon the excess of the market price on October 2, 2020 over the exercise price of the SARs.
|
(2)
|
At the fiscal 2020 year-end, the number of options, warrants and rights remaining available for future issuance under the 2014 LTI Plan were 1,035,848. There are no options, warrants and rights remaining available for issuance under the 2008 SAR Plan.
|
(3)
|
The Company has no equity compensation plans that have not been approved by security holders.
|
Name
|
Plan Name
|
Number of
Years Credited
Service (1)
|
Present Value
of Accumulated
Benefits (2)
|
Payments
During Last
Fiscal Year
|
||||||
John R. Scannell (3)
|
ERP
|
17.167
|
|
$
|
905,582
|
|
|
—
|
|
|
|
PERI-SERP (4)
|
28.667
|
|
$
|
15,290,274
|
|
|
—
|
|
|
Jennifer Walter
|
ERP
|
20.250
|
|
$
|
645,498
|
|
|
—
|
|
|
|
PERI-SERP (4)
|
7.000
|
|
$
|
38,388
|
|
|
—
|
|
|
Donald R. Fishback (3)
|
ERP
|
39.167
|
|
$
|
1,768,356
|
|
|
—
|
|
|
|
PERI-SERP (4)
|
39.167
|
|
$
|
7,480,091
|
|
|
$
|
267,068
|
|
Mark J. Trabert (3)
|
ERP
|
35.750
|
|
$
|
1,287,447
|
|
|
—
|
|
|
|
PERI-SERP (4)
|
7.000
|
|
$
|
190,383
|
|
|
—
|
|
|
Maureen M. Athoe (3)
|
ERP
|
36.583
|
|
$
|
1,153,659
|
|
|
—
|
|
|
|
PERI-SERP (4)
|
5.000
|
|
$
|
180,108
|
|
|
—
|
|
|
Patrick J. Roche
|
ERP
|
—
|
|
$
|
—
|
|
|
—
|
|
|
|
PERI-SERP (4)
|
20.750
|
|
$
|
2,925,185
|
|
|
—
|
|
(1)
|
Credited service is determined in years and months as of October 3, 2020 and includes only service with the Company (or certain acquired employers). In general, the Company does not grant extra years of credited service.
|
(2)
|
The “Present Value of Accumulated Benefits” is based on the same assumptions as those used for the valuation of the plan liabilities in the Company’s Annual Report on Form 10-K for the fiscal year ended October 3, 2020, and are calculated as of the October 3, 2020 measurement date. The assumptions made in the calculations of these amounts may be found in Note 14 to the audited financial statements in that Annual Report on Form 10-K.
|
(3)
|
Eligible for early retirement under the ERP.
|
(4)
|
Messrs. Scannell, Fishback, and Roche have accrued DB SERP benefits, while Mr. Trabert and Mses. Walter and Athoe have accrued PERI benefits under the PERI-SERP.
|
Name
|
Executive
Contributions in
Last Fiscal Year(1)
|
Registrant
Contributions in
Last Fiscal Year(2)
|
Aggregate
Earnings in
Last Fiscal Year(3)
|
Aggregate
Withdrawals/
Distributions
|
Aggregate
Balance at Last FYE
|
||||||||||||
John R. Scannell
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Jennifer Walter
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Donald R. Fishback
|
—
|
|
$
|
91,667
|
|
|
$
|
107,988
|
|
|
—
|
|
|
$
|
1,299,442
|
|
|
Mark J. Trabert
|
—
|
|
$
|
210,112
|
|
|
$
|
5,743
|
|
|
—
|
|
|
$
|
974,460
|
|
|
Maureen M. Athoe
|
—
|
|
$
|
195,220
|
|
|
$
|
79,993
|
|
|
$
|
—
|
|
|
$
|
1,061,979
|
|
Patrick J. Roche
|
—
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
(1)
|
None of the NEOs deferred any salary in fiscal 2020.
|
(2)
|
Registrant Contributions in fiscal 2020 are reported in the All Other Compensation column of the Summary Compensation Table on page 26.
|
(3)
|
Aggregate Earnings in fiscal 2020 are reported in the Change in Pension Value and Non-Qualified Deferred Compensation Earnings column of the Summary Compensation Table on page 26. DC SERP participants are permitted to direct the investment of their DC SERP accounts among the investment options made available by the Company with respect to the DC SERP. Earnings are determined by reference to the investment performance of the investments selected by a participant. A participant may modify his or her investment election, on a prospective basis, at any time.
|
Name
|
Type of Payment
|
Death
|
Disability or
Retirement |
Voluntary
Termination |
Involuntary
Termination Without Cause |
Involuntary
Termination After a Change in Control |
|||||||||||||||
Scannell
|
Severance (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,701,757
|
|
|
$
|
2,947,371
|
|
|||
|
Salary Continuance (2)
|
|
$
|
491,229
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
STI (3)
|
|
$
|
593,829
|
|
|
$
|
593,829
|
|
|
—
|
|
|
$
|
593,829
|
|
|
$
|
593,829
|
|
|
|
Insurance Coverage (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
32,434
|
|
|
$
|
32,434
|
|
|||
|
Other perquisites (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
14,847
|
|
|
$
|
14,847
|
|
|||
|
Stock Option & SAR awards (6)
|
|
$
|
1,737,614
|
|
|
$
|
1,737,614
|
|
|
$
|
1,737,614
|
|
|
$
|
1,737,614
|
|
|
$
|
1,737,614
|
|
|
Stock awards (7)
|
|
$
|
507,949
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,083,633
|
|
|||
|
Company transaction contribution under DC SERP (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
3,330,620
|
|
|
$
|
2,331,443
|
|
|
$
|
1,737,614
|
|
|
$
|
5,080,480
|
|
|
$
|
7,409,727
|
|
Walter
|
Severance (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
927,510
|
|
|
$
|
1,159,388
|
|
|||
|
Salary Continuance (2)
|
|
$
|
231,878
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
STI (3)
|
|
$
|
206,316
|
|
|
$
|
206,316
|
|
|
—
|
|
|
$
|
206,316
|
|
|
$
|
206,316
|
|
|
|
Insurance Coverage (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
29,138
|
|
|
$
|
29,138
|
|
|||
|
Other perquisites (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
5,430
|
|
|
$
|
5,430
|
|
|||
|
Stock Option & SAR awards (6)
|
|
$
|
294,341
|
|
|
$
|
294,341
|
|
|
$
|
294,341
|
|
|
$
|
294,341
|
|
|
$
|
294,341
|
|
|
Stock awards (7)
|
|
$
|
81,136
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
430,095
|
|
|||
|
Company transaction contribution under DC SERP (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
813,671
|
|
|
$
|
500,657
|
|
|
$
|
294,341
|
|
|
$
|
1,462,735
|
|
|
$
|
2,124,707
|
|
Fishback
|
Severance (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,789,506
|
|
|
$
|
1,789,506
|
|
|||
|
Salary Continuance (2)
|
|
$
|
298,251
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
STI (3)
|
|
$
|
268,454
|
|
|
$
|
268,454
|
|
|
—
|
|
|
$
|
268,454
|
|
|
$
|
268,454
|
|
|
|
Insurance Coverage (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
30,159
|
|
|
$
|
30,159
|
|
|||
|
Other perquisites (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15,490
|
|
|
$
|
15,490
|
|
|||
|
Stock Option & SAR awards (6)
|
|
$
|
1,199,804
|
|
|
$
|
1,199,804
|
|
|
$
|
1,199,804
|
|
|
$
|
1,199,804
|
|
|
$
|
1,199,804
|
|
|
Stock awards (7)
|
|
$
|
80,194
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
240,498
|
|
|||
|
Company transaction contribution under DC SERP (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
Total
|
|
$
|
1,846,703
|
|
|
$
|
1,468,258
|
|
|
$
|
1,199,804
|
|
|
$
|
3,303,413
|
|
|
$
|
3,543,911
|
|
Name
|
Type of Payment
|
Death
|
Disability or
Retirement |
Voluntary
Termination |
Involuntary
Termination Without Cause |
Involuntary
Termination After a Change in Control |
|||||||||||||||
Trabert
|
Severance (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,457,088
|
|
|
$
|
1,457,088
|
|
|||
|
Salary Continuance (2)
|
|
$
|
242,848
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
STI (3)
|
|
$
|
220,180
|
|
|
$
|
220,180
|
|
|
—
|
|
|
$
|
220,180
|
|
|
$
|
220,180
|
|
|
|
Insurance Coverage (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
23,396
|
|
|
$
|
23,396
|
|
|||
|
Other perquisites (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
14,699
|
|
|
$
|
14,699
|
|
|||
|
Stock Option & SAR awards (6)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Stock awards (7)
|
|
$
|
117,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
464,929
|
|
|||
|
Company transaction contribution under DC SERP (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,695,278
|
|
||||
|
Total
|
|
$
|
580,678
|
|
|
$
|
220,180
|
|
|
$
|
—
|
|
|
$
|
1,715,363
|
|
|
$
|
3,875,569
|
|
Athoe
|
Severance (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,353,816
|
|
|
$
|
1,353,816
|
|
|||
|
Salary Continuance (2)
|
|
$
|
225,636
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
STI (3)
|
|
$
|
204,584
|
|
|
$
|
204,584
|
|
|
—
|
|
|
$
|
204,584
|
|
|
$
|
204,584
|
|
|
|
Insurance Coverage (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
21,068
|
|
|
$
|
21,068
|
|
|||
|
Other perquisites (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
5,845
|
|
|
$
|
5,845
|
|
|||
|
Stock Option & SAR awards (6)
|
|
$
|
144,499
|
|
|
$
|
144,499
|
|
|
$
|
144,499
|
|
|
$
|
144,499
|
|
|
$
|
144,499
|
|
|
Stock awards (7)
|
|
$
|
117,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
464,929
|
|
|||
|
Company transaction contribution under DC SERP (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,350,114
|
|
||||
|
Total
|
|
$
|
692,369
|
|
|
$
|
349,083
|
|
|
$
|
144,499
|
|
|
$
|
1,729,812
|
|
|
$
|
3,544,855
|
|
Roche
|
Severance (1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
918,972
|
|
|
$
|
1,148,715
|
|
|||
|
Salary Continuance (2)
|
|
$
|
229,743
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
|
STI (3)
|
|
$
|
216,702
|
|
|
$
|
216,702
|
|
|
—
|
|
|
$
|
216,702
|
|
|
$
|
216,702
|
|
|
|
Insurance Coverage (4)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
15,016
|
|
|
$
|
15,016
|
|
|||
|
Other perquisites (5)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
6,575
|
|
|
$
|
6,575
|
|
|||
|
Stock Option & SAR awards (6)
|
|
$
|
787,304
|
|
|
$
|
787,304
|
|
|
$
|
787,304
|
|
|
$
|
787,304
|
|
|
$
|
787,304
|
|
|
Stock awards (7)
|
|
$
|
117,650
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
464,929
|
|
|||
|
Company transaction contribution under DC SERP (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
|
|
$
|
1,351,399
|
|
|
$
|
1,004,006
|
|
|
$
|
787,304
|
|
|
$
|
1,944,569
|
|
|
$
|
2,639,241
|
|
(1)
|
Severance payments for Messrs. Fishback, Scannell, Trabert and Ms. Athoe under an involuntary termination due to a change in control would be 36 months, whereas Mr. Roche and Ms. Walter would be 30 months, and are all reflected in the table above. In the event of an involuntary termination (no change in control), severance payments for Mr. Scannell would be 33 months, Mr. Roche and Ms. Walter would be 24 months, Messrs. Fishback, Trabert and Ms. Athoe would be 36 months.
|
(2)
|
Represents payment of base salary for a period of six months to the NEO’s surviving spouse or estate.
|
(3)
|
For years when there is STI, termination benefits would include those STI payments for all except voluntary termination. STI is comprised of the Non-Equity Incentive Compensation, and a portion of Stock Awards columns related to the STI included in the Summary Compensation Table.
|
(4)
|
For purposes of determining premiums for medical, life and disability coverage, the premiums paid in fiscal 2020 are reflected. In the event of death, the estate or beneficiary of the officers will receive a life insurance payment pursuant to a plan covering all employees, subject to a cap of $4,000,000. In the event of disability, the officers are covered under a disability plan for all employees, which for officers provides up to 70% of pay until normal retirement age.
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(5)
|
For purposes of determining other perquisites the amount paid in fiscal 2020 for club dues and auto expenses are reflected and outplacement services have been estimated at $5,000.
|
(6)
|
This is the value of outstanding, in the money stock option and SAR awards at October 3, 2020. The value was determined using October 2, 2020 Class A and Class B market prices. For stock options, the value was calculated by multiplying the market price by shares which can be acquired assuming all such options were exercised less the exercise price of the option. For SARs, the value was calculated for the increase in the market price over the exercise price.
|
(7)
|
This is the value of outstanding PSU awards at October 3, 2020 that would vest and become payable without performance conditions upon termination. The value was determined using October 2, 2020 Class A and Class B market prices and was calculated by multiplying the market price by shares which would be acquired upon vest.
|
(8)
|
Pursuant to the terms of the DC SERP, Mr. Trabert and Ms. Athoe would each be eligible to receive a “company transaction contribution” upon their “involuntary termination from employment” following the occurrence of a “company transaction” (as those terms are defined in the First Amendment to the DC SERP). See “Moog Inc. Supplemental Retirement Plans” above for a more complete discussion of the requirements for eligibility for, and computation of, a “company transaction contribution” under the DC SERP.
|
|
|
||
Fiscal 2020 annual total compensation of our CEO
|
$
|
5,157,236
|
|
Fiscal 2020 annual total compensation of our median employee
|
$
|
56,045
|
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Fiscal 2020 CEO Pay Ratio
|
92 : 1
|
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|
|
Kraig H. Kayser, Chair
|
|
R. Bradley Lawrence
|
Peter J. Gundermann
|
|
Brenda L. Reichelderfer
|
|
Fiscal Year Ended
|
Fiscal Year Ended
|
||||||
|
October 3, 2020
|
September 28, 2019 (3)
|
||||||
Audit Fees
|
|
$
|
2,838,149
|
|
|
$
|
2,581,192
|
|
Audit-Related Fees (1)
|
|
$
|
—
|
|
|
—
|
|
|
Tax Fees (2)
|
|
$
|
196,915
|
|
|
$
|
142,052
|
|
Total
|
|
$
|
3,035,064
|
|
|
2,723,244
|
|
(1)
|
Audit-related fees are associated with assurance and due diligence related services.
|
(2)
|
Tax fees relate to services associated with tax planning and compliance.
|
(3)
|
Fees for fiscal year ended September 28, 2019 are different from those presented in the Company's proxy statement filed on December 30, 2019 due to a clerical error in the preparation of the 2019 proxy statement.
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|
|
ANNUAL MEETING OF SHAREHOLDERS
|
|
||
|
February 9, 2021
|
|
||
|
10:00 a.m. ET
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|
||
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|
|
To register for the virtual meeting, please follow the instructions below:
|
||||
|
||||
Visit register.proxypush.com/moga on your smartphone, tablet or computer. You must pre-register prior to the deadline of Friday, February 5th, at 5:00 p.m. ET in order to attend. You will need the latest versions of Chrome, Safari, Internet Explorer, Edge or Firefox. Please ensure your browser is compatible.
|
||||
|
||||
As a shareholder, you will then be required to enter your control number which is located in the upper right hand corner on the reverse side of this proxy card/notice.
|
||||
|
||||
After registering, you will receive a confirmation email. Approximately one hour prior to the start of the meeting an email will be sent to the email address you provided during registration with a unique link to the virtual meeting.
|
||||
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Moog Inc.
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c/o Equiniti Trust Company
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Shareowner Services
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|
P.O. Box 64873
|
CLASS A SHARES PROXY
|
|||
St. Paul, MN 55164-0873
|
||||
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|
|
|
|
|
|
This proxy is solicited by the Board of Directors for use at the Annual Meeting on February 9, 2021.
|
||||
|
||||
The Class A shares of stock you hold will be voted as you specify on the reverse side.
|
||||
|
||||
The voting cutoff for the Vested Shares held by the undersigned is 6:00 p.m. ET on February 4, 2021. The voting cutoff for all other Class A shares held by the undersigned is at the meeting on February 9, 2021.
|
||||
|
||||
If the proxy is signed and no choice is specified, the proxy will be voted “FOR” Proposals 1, 2, and 3.
|
||||
|
||||
By signing the proxy, you revoke all prior proxies and appoint Donald R. Fishback, John R. Scannell, and Robert J. Olivieri, and each of them as proxies with full power of substitution, to vote your Class A shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.
|
||||
|
||||
Please mark, sign, date, and return the proxy card promptly using the enclosed envelope, unless you have voted using the Internet or Telephone options.
|
||||
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|
See reverse for voting instructions.
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|
|
|
ANNUAL MEETING OF SHAREHOLDERS
|
|
||
|
February 9, 2021
|
|
||
|
10:00 a.m. ET
|
|
||
|
|
|
|
|
To register for the virtual meeting, please follow the instructions below:
|
||||
|
||||
Visit register.proxypush.com/mogb on your smartphone, tablet or computer. You must pre-register prior to the deadline of Friday, February 5th, at 5:00 p.m. ET in order to attend. You will need the latest versions of Chrome, Safari, Internet Explorer, Edge or Firefox. Please ensure your browser is compatible.
|
||||
|
||||
As a shareholder, you will then be required to enter your control number which is located in the upper right hand corner on the reverse side of this proxy card/notice.
|
||||
|
||||
After registering, you will receive a confirmation email. Approximately one hour prior to the start of the meeting an email will be sent to the email address you provided during registration with a unique link to the virtual meeting.
|
||||
|
|
|
|
|
Moog Inc.
|
|
|
|
|
c/o Equiniti Trust Company
|
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|
Shareowner Services
|
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|
|
P.O. Box 64873
|
CLASS B SHARES PROXY
|
|||
St. Paul, MN 55164-0873
|
||||
|
|
|
|
|
|
|
|
|
|
This proxy is solicited by the Board of Directors for use at the Annual Meeting on February 9, 2021.
|
||||
|
||||
This proxy (including these voting instructions) covers (i) all Class B shares credited to the undersigned in the Moog Inc. Retirement Savings Plan (the “RSP” and such Class B shares being the “RSP Shares”) as to which the undersigned has the right to give voting instructions under the RSP, (ii) all Class B shares acquired by the undersigned under the Moog Inc. Employee Stock Purchase Plan (the “ESPP” and such Class B shares being the “ESPP Shares”), and (iii) all other Class B shares held by the undersigned.
|
||||
The RSP Shares will be voted by the Trustee, Great-West Trust Company, LLC, in accordance with the voting instructions indicated on the reverse. If no voting instructions are received, the RSP Shares will be voted by the Trustee of the RSP in accordance with the rules of the RSP. The ESPP Shares and all other Class B shares will be voted as you specify on the reverse side.
|
||||
The voting cutoff for the RSP Shares, ESPP Shares and STI/LTI Shares held by the undersigned is 6:00 p.m. ET on February 4, 2021. The voting cutoff for all other Class B shares held by the undersigned is during the meeting on February 9, 2021.
|
||||
|
||||
If the proxy is signed and no choice is specified, the proxy will be voted “FOR” Proposals 1, 2, and 3.
|
||||
|
||||
With respect to any Class B shares held by the undersigned, other than any RSP Shares, by signing the proxy, you revoke all prior proxies and appoint Donald R. Fishback, John R. Scannell, and Robert J. Olivieri, and each of them as proxies with full power of substitution, to vote your Class B shares on the matters shown on the reverse side and any other matters which may come before the Annual Meeting and all adjournments.
|
||||
|
||||
Please mark, sign, date, and return the proxy card promptly using the enclosed envelope, unless you have voted using the Internet or Telephone options.
|
||||
|
|
|
|
|
|
|
See reverse for voting instructions.
|
|
|
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