The Executive Compensation Committee of the Board of Directors (the “Board”) of Moog Inc. (the “Company”) is appointed by the Board to discharge the Board’s responsibilities relating to compensation of the Company’s executives.
The Committee will be composed of at least three directors, all of whom satisfy the definition of “independent” under the listing standards of the New York Stock Exchange (NYSE). All Committee members shall also be “non-employee directors” as defined by Rule 16b-3 under the Securities Exchange Act of 1934 and “outside directors” as defined by Section 162(m) of the Internal Revenue Code. The Committee members will be appointed by the Board and may be removed by the Board in its discretion. The Committee shall have the authority to delegate any of its responsibilities to subcommittees as the Committee may deem appropriate, provided the subcommittees are composed entirely of independent directors. The composition of the Committee and its independence will be reviewed annually by the Board of Directors.
Committee Authority and Responsibilities
The Committee will have the authority, to the extent it deems necessary or appropriate, to retain a compensation consultant to assist in the evaluation of director, Chief Executive Officer (“CEO”) or senior executive compensation. The Committee shall have sole authority to retain and terminate any such consulting firm, including sole authority to approve the firm’s fees and other retention terms. The Committee shall also have authority, to the extent it deems necessary or appropriate, to retain other advisors. The Company will provide for appropriate funding, as determined by the Committee, for payment of compensation to any consulting firm or other advisors employed by the Committee.
The Committee will make regular reports to the Board and will propose any necessary action to the Board. The Committee will review and reassess the adequacy of this charter annually and recommend any proposed changes to the Board for approval. The Committee will annually evaluate the Committee’s own performance. This charter will be published on the Company’s Website and available in written form upon request.
The Committee, to the extent it deems necessary or appropriate, will:
- Review and approve the Company’s goals and objectives relevant to CEO compensation, evaluate the CEO’s performance in light of those goals and objectives, and, either as a Committee or together with the other independent directors (as may be directed by the Board), have sole authority to determine the CEO’s compensation level based on this evaluation;
- Consider the Company’s performance and relative shareholder return, the value of similar incentive awards to CEOs at comparable companies, and the awards given to the Company’s CEO in past years when determining the long-term component of the CEO’s compensation;
- Make recommendations to the Board with respect to non-CEO compensation plans, incentive-compensation plans and equity-based plans;
- Administer the Company’s executive compensation programs, including the Company’s Short Term Incentive Profit Sharing Program;
- Produce an Executive Compensation Committee report on executive compensation as required by the rules and regulations of the Securities and Exchange Commission for inclusion in the Company’s annual proxy statement; and
- Administer the Company's incentive compensation plans and equity-based plans, including designation of the persons to whom the awards are to be granted, the amount of the award or equity to be granted and the terms and conditions applicable to each award or grant, subject to the provisions of each plan and the ratification of the Board.