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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

Filed by the Registrant ☑

Filed by a Party other than the Registrant ☐

Check the appropriate box:

WOODWARD, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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WOODWARD, INC.

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

AND PROXY STATEMENT

December 8, 2021

Dear Stockholder:

You are cordially invited to join our Board of Directors and senior leadership for Woodward, Inc.’s Annual Meeting of Stockholders on Wednesday, January 26, 2022 at 8:00 a.m. Mountain Standard Time. In order to enable more stockholders to attend the meeting, this year’s Annual Meeting will be a virtual-only meeting. There will be no physical location for in-person attendance at the Annual Meeting.

In order to attend the Annual Meeting, you must register in advance at www.proxydocs.com/WWD. Registration ends on January 25, 2022 at 5:00 p.m. Mountain Standard Time. Upon completing your registration, you will receive via email further instructions and a unique link that will allow you access to the meeting. Please be sure to follow the instructions found on your proxy card and/or voting authorization form, as well as subsequent instructions that will be delivered to you via email.

Your vote is very important to us and to the continued success of our Company. Please complete and return your proxy card by mail, or vote via telephone or the internet, as soon as possible regardless of whether you plan to attend the virtual meeting. Thank you in advance for your continuing commitment to Woodward.

Sincerely yours,

WOODWARD, INC.

Thomas A. Gendron

Chairman, Board of Directors

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 

In order to enable more stockholders to attend the meeting, this year’s Annual Meeting of Stockholders of Woodward, Inc. will be held virtually at the date and time below. There will be no in-person meeting location. At the Annual Meeting, stockholders will be asked to consider and vote upon the matters set forth in this notice.

Date and Time:

Wednesday, January 26, 2022
8:00 a.m. Mountain Standard Time

Place:

To attend and participate in the Annual Meeting:

Register at www.proxydocs.com/WWD. Registration ends on January 25, 2022 at 5:00 p.m. Mountain Standard Time.

Enter the control number listed on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.

The Annual Meeting will begin promptly at 8:00 a.m., Mountain Standard Time, on January 26, 2022. You will receive an email containing a link to the Annual meeting one hour prior to the start of the meeting. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the application and ensure that you can hear the streaming audio. You may begin to log into the virtual platform beginning at 7:45 a.m. Mountain Standard Time, on January 26, 2022.

The purpose of our Annual Meeting is to:

Stockholders who owned Woodward, Inc. common stock at the close of business on the record date, November 29, 2021, are entitled to vote at the meeting, or any postponement or adjournment thereof.

This proxy statement and our Annual Report on Form 10-K for the fiscal year ended September 30, 2021, including consolidated financial statements, are available to you at www.proxydocs.com/WWD.

Important Notice of Internet Availability of Proxy Materials

The Securities and Exchange Commission’s “Notice and Access” rule enables us to deliver a Notice of Internet Availability of Proxy Materials to stockholders in lieu of a paper copy of the proxy statement, related materials, and our Annual Report. It contains instructions on how to access our proxy statement and 2021 Annual Report and how to vote online.

We appreciate your continued support of Woodward.

By Order of the Board of Directors,

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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS 

WOODWARD, INC.

A. Christopher Fawzy

Corporate Secretary

December 8, 2021

YOUR VOTE IS IMPORTANT
Even if you plan to attend the annual meeting (virtually), please date, sign, and return your proxy card in the enclosed envelope, or vote via telephone or the internet as instructed on the proxy card or Notice of Internet Availability, prior to the meeting and as soon as possible. Your prompt response is helpful and your cooperation will be appreciated.

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PROXY SUMMARY

About the Annual Meeting and Voting

Woodward, Inc. (“Woodward” or the “Company”), on behalf of its Board of Directors (the “Board”), is soliciting your proxy to vote at our Annual Meeting of Stockholders to be held virtually on January 26, 2022 (or at any postponement or adjournment of the meeting) (the “Annual Meeting”). This proxy statement summarizes the information you need to know to vote at the meeting.

A Notice of Internet Availability (the "Notice") will be first mailed on or about December 17, 2021 to stockholders of record as of November 29, 2021 (the “Record Date”). These proxy solicitation materials, combined with our Annual Report on Form 10-K for the fiscal year ended September 30, 2021 including our most recent audited financial statements, were first made available on the internet on or about December 8, 2021. Our principal executive offices are located at 1081 Woodward Way, Fort Collins, Colorado 80524, and our telephone number at that location is 970-482-5811. We maintain a website at www.woodward.com. The information on our website is not incorporated by reference into this proxy statement.

Who Can Vote at the Meeting?

Stockholders who owned Woodward common stock at the close of business on the Record Date, November 29, 2021, are entitled to vote at the meeting. As of the Record Date, there were 63,072,170 shares of Woodward common stock outstanding.

Registered Stockholders.  If your shares are registered directly in your name with Woodward’s transfer agent, you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by Woodward. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote in person (virtually) at the Annual Meeting.

Street Name Stockholders.  If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and the Notice was forwarded to you by your broker or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. If you request a printed copy of the proxy materials by mail, your broker or nominee will provide a voting instruction card for you to use. Beneficial owners are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares in person (virtually) at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy.

How many votes do I get per share?

Each share of Woodward common stock that you own entitles you to one vote on each matter to be presented at the Annual Meeting, except for the election of directors, for which you may cumulate your votes. Since four directors are standing for election, you will be entitled to four director votes for each share of stock you own. Of this total, you may choose how many votes you wish to cast for each director. The Board is not soliciting discretionary authority to cumulate votes with respect to the election of directors.

Why did I receive a one-page notice in the mail about the internet availability of proxy materials instead of a full set of printed proxy materials?

Under Securities and Exchange Commission (the "SEC") rules, we are making our proxy materials available via the internet. Instead of mailing printed copies of the proxy materials to all of our stockholders, the SEC rules allow us to send you, our stockholders as of the Record Date, a Notice containing instructions on how to access the proxy materials via the internet and how to request a printed copy by mail if you prefer. Sending you the Notice and using the internet instead of mailing printed proxy materials also saves costs and natural resources.

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How can I get electronic access to the proxy materials?

The Notice provides you with instructions about how to:

If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. If you choose to receive future proxy materials by mail, you will receive a paper copy of those materials, including a form of proxy. Your election to receive proxy materials by mail or email will remain in effect until you notify us that you are terminating your request.

What matters am I voting on?

How does the Board recommend I vote on these proposals?

The Board recommends a vote as follows:

“FOR” the election of each of the Board’s nominees to the Board;

“FOR” the advisory resolution regarding the compensation of the Company’s named executive officers;

“FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm;

“FOR” the approval of an amendment to the Amended and Restated Woodward, Inc. 2017 Omnibus Incentive Plan to increase the number of shares reserved for issuance by 800,000; and

If any other matter is properly presented at the meeting, your shares will be voted in accordance with the proxyholder’s best judgment. At the time this proxy statement was printed, we were not aware of any additional matters to be acted on at the meeting.

How do I vote?

Registered Stockholders.  Registered stockholders may vote by any of the following methods:

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Street Name Stockholders.  If your shares are held by a broker, bank or other nominee, you should have received instructions on how to vote or instruct the broker to vote your shares from your broker, bank or other nominee. Please follow their instructions carefully. Street name stockholders may generally vote by one of the following methods:

If you properly fill in your proxy card and send it to us in time to vote, or if you vote by internet or telephone before the polls close, your shares will be voted as you have directed. If you sign the proxy card or vote by internet or telephone but do not make specific choices, your shares will be voted in accordance with the Board’s recommendation.

How do I change my vote or revoke my proxy?

You may revoke your proxy by:

If you hold your shares through a broker, bank or other nominee, please follow the instructions regarding changing or revoking your proxy on the Voting Instruction Form you receive from your broker.

If you want to give your written proxy to someone other than the individuals named on the proxy card:

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PROXY SUMMARY

Summary of Proposals Submitted for Vote

Proposal 1: Election of Directors

Director Nominees:  At the Annual Meeting, you will be asked to elect to the Board the four nominees for director identified in this proxy statement. Each director will be elected to serve a three-year term and will hold office until the 2024 Annual Meeting held in or about January 2025 and until a successor is elected and qualified.

Vote Required:  Because this is an uncontested election, directors are elected by a majority vote. A nominee for director in an uncontested election will be elected if the votes cast “for” that nominee’s election exceed the votes cast “against” that nominee’s election. Abstentions and broker non-votes will not be considered in the calculation. We have adopted a director resignation policy. Accordingly, each director has submitted an irrevocable resignation contingent upon not receiving a majority of votes in an uncontested election and acceptance of the resignation by the Board.

Proposal 2:  Approval of Advisory Resolution Regarding the Compensation of the Named Executive Officers

Compensation of the Company’s Named Executive Officers:  At the Annual Meeting, you will be asked to approve an advisory resolution regarding the compensation of the Company’s named executive officers.

Vote Required: The affirmative vote of the holders of a majority of shares of Woodward common stock present in person (virtually) or by proxy and entitled to vote on the matter at the Annual Meeting will be required for the approval of the advisory resolution regarding the compensation of the Company’s named executive officers. Abstentions will count as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of the vote.

This proposal 2, commonly referred to as a “say-on-pay” proposal, is not binding on the Board or the Compensation Committee. However, the Board and the Compensation Committee will review and consider the voting results when evaluating our executive compensation program.

Proposal 3:  Ratification of the Appointment of Independent Registered Public Accounting Firm

Independent Registered Public Accounting Firm:  At the Annual Meeting, you will be asked to ratify the Audit Committee’s appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending September 30, 2022.

Vote Required:  The affirmative vote of the holders of a majority of shares of Woodward common stock present in person (virtually) or by proxy and entitled to vote on the matter at the Annual Meeting will be required to ratify the Audit Committee’s appointment of the independent registered public accounting firm. Abstentions will count as a vote “against” the proposal. Broker non-votes will have no effect on the outcome of the vote.

Proposal 4:  Approval of an Amendment to the Woodward Omnibus Incentive Plan

Amendment to the Woodward Omnibus Incentive Plan: At the Annual Meeting, you will be asked to approve an amendment to the Woodward, Inc. 2017 Omnibus Incentive Plan, (as amended, the “Woodward Omnibus Incentive Plan” or the “Omnibus Incentive Plan”), to increase in the number of shares reserved for issuance thereunder by 800,000.

Vote Required:  The affirmative vote of a majority of the votes cast on Proposal 4 at the Annual Meeting will be required for the approval of the amendments to the Omnibus Incentive Plan. With respect to Proposal 4, abstentions will have the effect of a vote “against” the proposal. Broker non-votes will have no effect on the outcome of the vote.

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Quorum

A quorum of stockholders is necessary to hold a valid meeting. The presence, in person (virtually) or by proxy, at the Annual Meeting of holders of shares representing a majority of the votes of the common stock entitled to vote constitutes a quorum. Abstentions and broker non-votes are counted as present for establishing a quorum. A broker non-vote occurs when a stockholder does not provide voting instructions to his or her broker or nominee and the broker or nominee does not have discretionary authority to vote on the matter, as further described below under “Voting of Shares Held in Street Name by Your Broker.”

Abstentions

Abstentions are counted as present for establishing a quorum. For all proposals in this proxy statement, except for the election of directors, abstentions have the same effect as votes against the matter.

Voting of Shares Held in Street Name by Your Broker

If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and these proxy materials are being forwarded to you by your broker or nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker how to vote your shares. You are also invited to attend the Annual Meeting and vote your shares in person (virtually). In order to vote your shares in person (virtually), you must provide us with a legal proxy from your broker and follow any other instructions provided on the voting instruction card.

Brokerage firms have authority to vote customers’ shares for which they have not received voting instructions on “routine” matters, such as ratification of the auditors. If you do not provide voting instructions, your brokerage firm may either vote your shares on routine matters or leave your shares unvoted. On the other hand, absent instructions from customers, a brokerage firm cannot vote customers’ shares on non-routine matters, such as the election of directors, the advisory resolution regarding the compensation of our named executive officers, and the approval of the amendment to the Omnibus Incentive Plan to increase the number of shares reserved for issuance thereunder. The shares for which instructions are not given and therefore, remain unvoted, are referred to as “broker non-votes.” For the purposes of this Annual Meeting, the only routine matter is the Ratification of the Appointment of our Independent Registered Public Accounting Firm. Consequently, if you do not give your brokerage firm specific instructions, your shares will not be voted on the other, non-routine, matters and will not be counted in determining the number of shares necessary for approval, although they will count for purposes of determining whether a quorum exists. We encourage you to provide instructions to your brokerage firm. This ensures your shares will be voted at the meeting.

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Director Nominees

Woodward’s certificate of incorporation provides for the Board to be divided into three classes, designated Class I, Class II and Class III, with directors in each class serving a three-year term. Woodward’s certificate of incorporation further provides that the Board must consist of no less than six directors. The exact number of directors serving on the Board, and the exact number of directors in each class, is determined from time to time by resolution of the Board. If the number of directors changes, any increase or decrease must be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible. The Company’s Bylaws and Director Guidelines provide that directors are elected by a majority of the votes cast and we have a corresponding resignation policy for uncontested director elections. Contested elections are determined by a plurality vote.

The Board currently consists of ten directors, with three Class I directors, four Class II directors, and three Class III directors. Each director nominee identified in this proxy statement as standing for election at the 2021 Annual Meeting of Stockholders has been nominated by the Board at the recommendation of the Nominating and Governance Committee to hold office for a three-year term expiring in January 2025, or when a successor is elected and qualified. Rajeev Bhalla, who was appointed to serve as a member of the Board on September 20, 2021, is standing for election by stockholders for the first time. Ms. Drake and Messrs. Cohn and Sengstack are incumbents. Directors identified in this proxy statement who are not standing for election at this meeting will continue in office for the remainder of their respective terms, subject to the Company’s policies. If a nominee becomes unavailable for election and the Nominating & Governance Committee elects to propose another nominee, proxy holders will vote the proxies for such nominee to fill the vacancy.

We identify below certain biographical information of each of our directors and the director nominees for election:

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Incumbent Directors

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Board Skills and Diversity Highlights

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Board Composition and Diversity

The Board meets periodically with the Nominating and Governance Committee to review Board composition for diversity of knowledge, experience, cultural background, ethnicity, gender, and age which, when taken together, enables the Board to ensure that board members possess the skills, perspectives and expertise necessary to effectively oversee the Company’s business. In this regard, the Nominating and Governance Committee considers, for each incumbent director and potential nominee, various factors, including the skills and attributes described in the above chart. The Nominating and Governance Committee reviews the assessment and its recommendations with the Board.  

The Nominating and Governance Committee is committed to exercising best practices of corporate governance and recognizes the importance of a Board that contains diverse experience at policy-making levels in business, public service, education, and technology, as well as other relevant knowledge that contributes to the Company’s global activities. The Board believes that diversity is an important aspect of Board composition, and is guided by the Company’s Bylaws, Director Guidelines, and Constitution, which requires the Board to adhere to the philosophy and concepts, including respect for the dignity, value and equality of all of our employees.

Director Independence

The Board, during its annual review of the independence of its members, has determined that each member of the Board, other than Mr. Gendron, is independent under the criteria established by the listing rules of the Nasdaq Stock Market (“Nasdaq”). In addition, the Board has determined that each member of the Audit Committee and each member of the Compensation Committee meets the additional independence criteria required for audit committee and compensation committee members, as applicable, established by SEC rules and regulations and Nasdaq listing requirements.

Governance Highlights

Woodward’s policies and practices reflect corporate governance initiatives that are compliant with the listing requirements of Nasdaq, SEC rules and regulations, and the applicable corporate governance requirements of the Sarbanes-Oxley Act and the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”). We maintain a corporate governance page on our website at http://www.woodward.com/about/corporate-governance. Highlights of our corporate governance include:

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Code of Ethics

Our Board has adopted a Code of Business Conduct and Ethics for directors, officers and employees. We have also adopted a Code of Ethics for Senior Financial Officers and Other Finance Members. Both codes are available on our website at http://www.woodward.com/about/corporate-governance. We will post on this section of our website any amendment to either code, as well as any waivers of either code, that are required to be disclosed by the rules of the SEC or Nasdaq.

Sustainability

Woodward’s mission is to set the global standard in energy control solutions for the aerospace and industrial markets and promote sustainable solutions by optimizing energy use through improved efficiency and lower emissions. Woodward’s continuous commitment to sustainability and corporate social responsibility extends to several aspects of our business, including:

Woodward’s sustainability report outlines our present and future commitment to sustainability. Our sustainability report is available on our website and can be accessed at http://www.woodward.com/en/about/social-responsibility.

Board Structure and Risk Oversight

Leadership Structure

Mr. Gendron serves as our Chairman of the Board and Chief Executive Officer (“CEO”). Because one individual serves as both Chairman and CEO, the Board appoints an independent director to serve as “Lead Director.” Our Lead Director is Mr. Cohn, who was appointed to that position by the Board in 2017. The Board believes the combined Chairman/CEO position, together with an independent Lead Director, has certain advantages over other board leadership structures and best meets the Company’s current needs. Mr. Gendron’s leadership as Chairman and CEO provides our Board with detailed and in-depth knowledge of the Company’s strategy, markets, operations and financial condition, and enhances our ability to communicate a clear and consistent strategy to our stockholders, employees and business partners. This leadership structure provides clear separation of the

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oversight role of the Lead Director and other independent directors from the oversight role of the Chairman/CEO and other management, enabling the Board and the Chairman/CEO to have greater clarity and focus on their respective leadership roles.

The Board understands there is no single “one-size fits all” approach to providing Board leadership in the competitive and changing environment in which we operate. The optimal Board leadership structure may vary as circumstances warrant. At present, the Board believes its current structure effectively maintains independent oversight and management. Consistent with our Director Guidelines, the Board reviews and considers whether the positions of Chairman and CEO should be combined or separated as part of a regular review of the effectiveness of the Company’s governance structure.

Lead Independent Director

Our Board has adopted a Lead Director Charter that provides a clear and formal delineation of the duties and responsibilities of the Lead Director. The charter provides that the Lead Director will serve a maximum term of five years in such capacity. Responsibilities of the Lead Director include, among other duties:

Long-Term Strategic Planning

Our Board recognizes the importance of assuring that our overall business strategy is designed to create long-term, sustainable value for our stockholders. As a result, our Board maintains an active oversight role in helping our management team formulate, plan and implement the Company’s strategy. The Board and our management team routinely discuss the execution of our long-term strategic plans, the status of key initiatives, and the key opportunities and risks facing the Company. At least annually, the Board participates in an in-depth review with our management team of the Company’s strategic plan, including the industry and competitive landscapes, and short- and long-term plans and priorities. In addition to our business strategy, the Board reviews the Company’s financial plan for the upcoming year, which is aligned to the Company’s long-term strategic plans and priorities.

Risk Oversight

The Board’s Risk Oversight Responsibilities

The Board is responsible for overseeing risk management, including but not limited to oversight of identification and mitigation of risks associated with our strategic plan, capital structure, development activities, compliance with government regulations, succession planning, cybersecurity, and other significant inherent risks. The Board has the ultimate oversight responsibility for risk management processes, with various committees of the Board composed entirely of independent directors overseeing certain aspects of risk management. While the Board and

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its various committees have oversight responsibilities for risk management processes, management has responsibility for the day-to-day aspects of risk management. The Board and its committees receive regular reports on risk management from Company management and our independent auditors. The Board and its committees have direct and independent access to management. By fostering increased communication, we believe the current Board leadership structure and our Board risk oversight practices lead to the identification and implementation of effective risk management strategies.

Key Board Committee Oversight Responsibilities

Oversight of Other Core Business Functions

In addition, employees representing certain core business functions also regularly engage with the Board and its committees. For example:

Effectiveness of Our Risk Oversight Approach

We believe this division of risk management responsibilities is the most effective approach for addressing the risks that Woodward faces. The existing Board leadership structure encourages communication between the independent directors and management, including those as a result of discussions between the Lead Director and the Chairman of the Board and Chief Executive Officer. In addition, independent directors chair the various committees involved in assisting with risk oversight, and all directors are involved in the risk oversight function.

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Board Effectiveness

Board and Board Committees Self-Evaluation Process

Board and committee evaluations play a critical role in ensuring the effective functioning of our Board and Board committees. Our Board annually evaluates the performance of the Board and its committees. Generally, as part of the Board’s self-assessment process, directors are provided with detailed questionnaires and then participate in a guided, one-on-one interview-based or a group discussion-based evaluation designed to offer a thoughtful and substantive reflection on the Board’s performance. The questionnaires and interviews consider various topics related to Board composition, structure, effectiveness and responsibilities, as well as the overall mix of director skills, experience and backgrounds. As set forth in its charter, the Nominating and Governance Committee oversees the Board and committee evaluation process. The Nominating and Governance Committee periodically reviews the form of questionnaire and the self-evaluation process, considers whether changes are recommended, and reports the results to the Board.

Director Overboarding Policy

Directors are expected to commit substantial time and energy to the Board and should ensure that other existing and future time commitments do not materially interfere with their service as a director. Unless otherwise approved in advance by the Nominating and Governance Committee, non-employee directors may serve on the boards of a maximum of four other public companies, and employee directors may serve on the board of a maximum of one other public company. Additionally, no member of the Audit Committee may serve on more than two other public company audit committees without first obtaining the prior approval of the Board.

Director Retirement Policy

Under the Director Guidelines, no individual will be nominated by the Board for re-election if such individual will achieve the age of 70 as of the annual stockholder meeting date of such re-election, unless the Board determines in its sole discretion that circumstances exist that would support any such nomination.  

Policy with Respect to Change in Professional Responsibilities

Directors whose professional responsibilities change significantly from those they had when they were elected to the Board or who are involved in other circumstances that may negatively impact the Board or the Company should volunteer to resign from the Board. Such persons should not necessarily leave the Board. There should, however, be an opportunity for the Board through the Nominating and Governance Committee to review the continued appropriateness of Board membership under the circumstances.

Board Meetings and Committees

The Board met six times in fiscal year 2021. All directors attended at least 75 percent of the aggregate of the total meetings of the Board and all committees on which they served. Directors are encouraged, but are not required, to attend annual meetings of stockholders. All then-incumbent directors attended the Company’s last annual meeting of stockholders.

The Board has an Audit Committee, Compensation Committee, Nominating and Governance Committee, and Executive Committee, each of which has the composition and responsibilities described below. All actions by committees are reported to the Board at the next regularly scheduled meeting. As part of its ongoing corporate governance review, the Board reviews its assignment of committee memberships annually. In fiscal year 2021, Mr. Hess was added to the Compensation Committee and the Nominating and Governance Committee upon his January 27, 2021 appointment to the Board, and Mr. Bhalla was added to the Audit Committee upon his September 20, 2021 appointment to the Board.

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The following table reflects the committee memberships as of the filing date of this proxy statement:

Audit Committee

Membership

Our Board has determined that each member of our Audit Committee satisfies the requirements for independence for Audit Committee members and financial literacy under the rules and regulations of Nasdaq and the SEC. The Board of Directors determined that Messrs. Sengstack, Bhalla and Donovan are audit committee financial experts within the meaning of Item 407(d) of Regulation S-K under the Securities Act of 1933, as amended, and have experience resulting in “financial sophistication” as defined under Nasdaq listing requirements.

Committee Charter

Our Audit Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of Nasdaq and the SEC. The Audit Committee reviews its charter at least annually and recommends to the Board any revisions it deems necessary or appropriate. A copy of the Audit Committee Charter is available on our website at http://www.woodward.com/about/corporate-governance.

Responsibilities

Our Audit Committee oversees (i) our accounting and financial reporting processes, including the quality of internal controls over those processes, and the audits of the Company’s financial statements and internal control reports, and (ii) our processes for risk management, monitoring compliance with laws and regulations, and adherence to the Company’s Code of Business Conduct and Ethics. The Audit Committee’s responsibilities also include, but are not limited to:

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Meetings

The Audit Committee held five meetings in fiscal year 2021.

Compensation Committee

Membership

Our Board has determined that each member of our Compensation Committee satisfies the requirements for independence under all applicable requirements of Nasdaq and the SEC.

Committee Charter

Our Compensation Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of Nasdaq and the SEC. The Compensation Committee reviews its charter at least annually and recommends to the Board any revisions it deems necessary or appropriate. A copy of the Compensation Committee Charter is available on our website at http://www.woodward.com/about/corporate-governance.

Responsibilities

Our Compensation Committee administers our incentive and other compensation plans, reviews our compensation practices and policies, determines compensation for our CEO and other executive officers, and generally supports our Board in carrying out its overall responsibilities relating to executive compensation. The Compensation Committee’s responsibilities also include, but are not limited to:

Meetings

The Compensation Committee held eight meetings in fiscal year 2021.  

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Compensation Committee Interlocks and Insider Participation

Mr. Cohn, Mr. Donovan, Ms. Drake, Mr. Hess, Mr. Korte and Ms. Petrovich served as members of the Compensation Committee for all or a portion of fiscal year 2021. The Compensation Committee members have no interlocking relationships required to be disclosed under SEC rules, and no Committee member had any relationship required to be disclosed pursuant to Item 404 of Regulation S-K.

Delegation of Authority

The Compensation Committee charter provides authority to the Compensation Committee to delegate any of its responsibilities to subcommittees entirely made up of Compensation Committee members, as it deems appropriate. The Compensation Committee has delegated, to a subcommittee comprised of the Compensation Committee Chairperson and one other Compensation Committee member, the authority to review and approve the grant of options, restricted stock units and/or restricted stock to officers and other employees of the Company, members of the Board, or consultants of the Company in the interval between regularly scheduled meetings of the Compensation Committee, subject to the pool for awards as identified and approved by the Compensation Committee in advance on an annual basis (such grants, “interim grants”). Additionally, the Board has (i) delegated to the Chief Executive Officer limited authority to make certain interim grants, and (ii) delegated to the Compensation Committee all of the Board’s rights to impose restrictions on such authority of the Chief Executive Officer. The Chief Executive Officer is not permitted to make grants to any member of the Board, any Section 16 officer, or any other elected officer of the Company. The Chief Executive Officer is authorized to make grants of not more than 15,000 nonqualified stock options or 5,000 shares of Restricted Stock Units or Restricted Stock Awards to any individual during any fiscal year. The Compensation Committee delegated to the Chairman of the Compensation Committee the authority to approve any and all option exercises when the optionee seeks to pay for the cost of the option and/or the taxes associated with the transaction with stock previously owned and held by the optionee for at least six months. The Chairman of the Compensation Committee is authorized to further delegate these responsibilities to any other member of the Compensation Committee.  

Risk Assessment

The Compensation Committee regularly and independently reviews our compensation policies and practices, including reviewing our incentive compensation programs, to confirm that incentive pay does not encourage unnecessary risk taking. The Compensation Committee believes that our compensation policies and practices are robust and effective. The Company and the Compensation Committee, with the input of our independent compensation consultant (Aon), have concluded that any risks arising from the Company’s employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.  

Nominating and Governance Committee

Membership

Our Board has determined that all members of the Nominating and Governance Committee are independent within the meaning of the Nasdaq listing rules.

Committee Charter

Our Nominating and Governance Committee operates under a written charter that was adopted by our Board and satisfies the applicable standards of Nasdaq and the SEC. The Nominating and Governance Committee reviews its charter at least annually and recommends to the Board any revisions it deems necessary or appropriate. A copy of the Nominating and Governance Committee Charter can be found at http://www.woodward.com/about/corporate-governance.

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Responsibilities

Our Nominating and Governance Committee identifies and recommends to our Board qualified individuals to become Board members, and develops and oversees the implementation of corporate governance guidelines and principals. The Nominating and Governance Committee’s responsibilities also include, but are not limited to:

Meetings

The Nominating and Governance Committee held five meetings in fiscal year 2021.  

Executive Committee

Membership

The Executive Committee is chaired by the Chairman and CEO. Based on the recommendations of the Nominating and Governance Committee, the Executive Committee is also comprised of the Lead Director and each of the Chairpersons of the Board’s other standing committees.

Charter

A copy of the Executive Committee Charter can be found on our website at http://www.woodward.com/about/corporate-governance.

Responsibilities

The Executive Committee exercises all the powers and authority of the Board in the management of the business when the Board is not in session, and when, in the opinion of the Chairman of the Board, a particular matter should not be postponed until the next regularly scheduled Board meeting. The Executive Committee has been delegated non-exclusive authority to declare cash dividends. The Executive Committee may not authorize certain major corporate actions such as amending the certificate of incorporation, amending the bylaws, adopting an agreement of merger or consolidation, or recommending the sale, lease, or exchange of substantially all of the assets of the Company.  

Meetings

The Executive Committee held no meetings in fiscal year 2021.

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Director Nomination Process

The Nominating and Governance Committee considers candidates for Board membership as recommended by directors, management, or stockholders, and uses the same criteria to evaluate all such candidate recommendations. As it deems necessary, the Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The Nominating and Governance Committee engaged a third-party consultant in fiscal year 2021 to assist in identifying and evaluating director candidates.

The Nominating and Governance Committee recommends qualified director candidates for nomination by the Board based on the skills and characteristics that the Board seeks in its members as well as consideration of the diversity of the Board as a whole. This review includes an assessment of, among other things, a candidate’s knowledge, education, experience, cultural background, including ethnicity, gender and age, and skills in areas critical to understanding the Company and its business, with a commitment to enhancing shareholder value. The Nominating and Governance Committee seeks candidates with the highest professional and personal ethics and values, that are aligned with the philosophy and concepts as expressed in the Company’s Constitution, and who will operate in accordance with the Company’s Code of Business Conduct and Ethics. The Nominating and Governance Committee also assesses a candidate’s ability to make independent analytical inquiries, and willingness to devote adequate time to Board duties.  

Director nominees should possess the following experience, qualifications, attributes and skills:

Prospective directors should be committed to representing the long-term interests of the stockholders. A potential director must exhibit an inquisitive and objective perspective, an ability to think strategically, an ability to identify practical problems, and an ability to assess alternative courses of action that contribute to the long-term success of the business. Director candidates must have industry expertise and/or commit to understanding the Company’s industry as a basis to address strategic and operational issues of importance to the Company.

The Nominating and Governance Committee considers other relevant factors, as it deems appropriate, including the current composition of the Board and the need for expertise on various Board committees. Every effort is made to complement and supplement skills within the Board and strengthen identified areas of need. The Nominating and Governance Committee considers the ability of candidates to meet independence and other requirements of the SEC, Nasdaq, or other regulatory bodies exercising authority over the Company.  

The Nominating and Governance Committee’s process for evaluating potential director candidates typically requires one or more members of the Nominating and Governance Committee, and others as appropriate (including members of management), to interview prospective nominees in person or by telephone. Upon identification of a qualified candidate, the Nominating and Governance Committee will recommend a candidate for consideration by the full Board.

Stockholder Recommendations for Directors

Stockholders wishing to suggest a candidate for Board membership should write our Corporate Secretary at 1081 Woodward Way, Fort Collins, Colorado 80524, and provide certain information to the Company as follows:

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Non-Employee Director Compensation

The Board has adopted an Outside Director Compensation Policy, the current version of which is filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended September 30, 2021. This policy sets forth the types and amounts of compensation that we pay to our non-employee directors. Directors who are also Woodward employees do not receive additional compensation for their services as directors.

Periodic Evaluation of Outside Director Compensation Policy

Pursuant to the Outside Director Compensation Policy, the Nominating and Governance Committee evaluates the market competitiveness of the Company’s director compensation program (including with input from its independent compensation consultant) on a periodic basis, typically every two years. The Board approved changes to the Outside Director Compensation Policy in September 2021, with such changes effective as of the beginning of the Company’s fiscal year 2022. See “Fiscal Year 2022 Director Compensation” below for a description of the changes.

Cash Compensation

Non-employee directors are paid an annual cash retainer, in addition to certain annual cash retainers for any memberships and/or chair positions on various Board committees or as Lead Director. Annual, Lead Director and committee membership retainers are paid in four equal quarterly installments. Directors do not receive additional compensation for individual Board or Committee meetings attended.  

The Outside Director Compensation Policy established cash compensation for non-employee directors at the following levels in fiscal year 2021:

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Equity Compensation

Equity compensation (in the form of stock options) is awarded to non-employee directors annually, based on a “targeted delivered value.” Non-employee directors appointed to the Board during a fiscal year may also be eligible for an initial equity grant upon their appointment to the Board. For fiscal year 2021, in conformance with the Outside Director Compensation Policy and as approved by the Board, the targeted delivered value was $135,000. The number of stock options awarded to each director is determined based on the targeted delivered value, divided by the Black-Scholes value of each stock option as calculated by the Company’s independent compensation consultant for such awards as close to the grant date as practicable. The exercise price of the stock option awards is determined on the effective grant date and is equal to the closing price of the Company’s stock as quoted on Nasdaq on that day.

Based on the targeted delivered value of $135,000 and the Black-Scholes value of each option as determined by the independent compensation consultant, the Compensation Committee approved the grant of 4,800 stock options to non-employee directors at an exercise price of $81.03, which was the closing price of Woodward common stock as quoted on Nasdaq on the date of grant (October 1, 2020, the first day of the Company’s fiscal year 2021). Non-employee director stock option grants vest over four years at the rate of 25% per year.

Our Omnibus Incentive Plan and the Outside Director Compensation Policy provide that non-employee directors may not receive equity awards exceeding a targeted delivered value, as determined on the grant date, of $300,000 in any fiscal year (or $450,000 in any fiscal year in which the director is initially appointed).

Fiscal Year 2022 Director Compensation

Effective for fiscal year 2022, the Board amended the Outside Director Compensation Policy and increased for each non-employee director (i) the annual retainer from $82,500 to $85,000 and (ii) the target delivered value for equity awards from $135,000 to $140,000. No other changes were made to non-employee director compensation for fiscal year 2022.

Executive Benefit Plan

Our directors are eligible to participate in a non-qualified deferred compensation plan, the Woodward Executive Benefit Plan (“EBP”). Under the EBP, our directors are able to defer up to 100% of their earned cash compensation, including retainer fees, and any fees for participation as a committee member, committee chairman, or Lead Director.

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Total Non-Employee Director Compensation for Fiscal Year 2021

The following table shows the compensation earned by non-employee members of the Board during the fiscal year ended September 30, 2021:

Option awards outstanding as of September 30, 2021 are as follows:

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EXECUTIVE OFFICERS

Information About Our Executive Officers

Set forth below is certain information concerning each of our current executive officers as of the date of this proxy statement. For additional information regarding Mr. Gendron, see “Proposal 1 – Election of Directors” above.

Thomas A. Gendron: Chairman of the Board since January 2008; Chief Executive Officer, President, and Director since July 2005; Chief Operating Officer and President from September 2002 through June 2005; Vice President and General Manager of Industrial Controls from June 2001 through September 2002; Vice President of Industrial Controls from April 2000 through May 2001; and Director of Global Marketing and Industrial Controls’ Business Development from February 1999 through March 2000.

Mark D. Hartman: Chief Financial Officer since October 2021; Senior Vice President and Corporate Controller from October 2019 through September 2021; Senior Vice President, Finance Global Operations from May 2019 through October 2019; and Vice President and Corporate Controller from January 2007 through May 2019. Prior to joining Woodward, Mr. Hartman held roles of increasing responsibility at Advanced Energy Industries from 2002 to 2007, notably serving as interim CFO for the company.

Thomas G. Cromwell: Vice Chairman, Chief Operating Officer since February 2019. Prior to February 2019, Mr. Cromwell was employed at Kohler Co., Inc. for 10 years, most recently serving as Group President, Power from 2014 through February 2019.

A. Christopher Fawzy: Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer since October 2009; Vice President, General Counsel, and Corporate Secretary from June 2007 through September 2009. Mr. Fawzy became the Company’s Chief Compliance Officer in August 2009. Prior to joining Woodward, Mr. Fawzy was employed by Mentor Corporation, a global medical device company. He joined Mentor in 2001 and served as Corporate Counsel, then was promoted to General Counsel in 2003, and was appointed Vice President, General Counsel and Secretary in 2004.

Sagar A. Patel: President, Engine Systems since March 2021; President, Aerospace Aftermarket and Hydraulic Systems from December 2019 through February 2021; Business Unit President, Fuel Systems and Controls from April 2019 through November 2019; and President, Aircraft Turbine Systems from June 2011 through April 2019. Prior to this role, Mr. Patel was employed at General Electric for 18 years, most recently serving as President, Mechanical Systems, GE Aviation, from March 2009 through June 2010. He served as President, Aerostructures, GE Aviation from July 2008 through July 2009 and as President and General Manager, MRS Systems, Inc., GE Aircraft Engines, from October 2005 through June 2008.  

Roger A. Ross: President, Aero Systems since January 2021. Prior to January 2021, Mr. Ross served as President, Airlines & Fleets for StandardAero from June 2019 through January 2021. Prior to StandardAero, Mr. Ross served as EVP and President of Sensors & Systems Segment for Esterline Technologies Corporation from August 2015 through June 2019. From November 1994 to August 2015, Mr. Ross held various senior level roles at United Technologies Aerospace Systems (formerly Goodrich).

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EXECUTIVE OFFICERS

Terence J. Voskuil: President, Aircraft Turbine Systems since February 2021; Sr Vice President Fuel Systems & Controls from November 2019 through January 2021; Vice President and General Manager of Fuel Systems Center of Excellence from July 2015 through November 2019; Vice President, R&D and Systems from March 2011 through June 2015; and Director of Engineering —Technology from March 2009 through February 2011. Prior to this role, Mr. Voskuil held varying engineering titles in the Aircraft Turbine Systems group since joining Woodward in 1989.

Information About Our Other Officers

Paul P. Benson: Corporate Vice President, Human Resources since September 2019. Prior to September 2019, Mr. Benson was employed at Esterline Technologies Corporation from 2014 through September 2019, where he served as Executive Vice President and Chief Human Resources Officer. Prior to 2014, Mr. Benson was employed at Hewlett Packard Enterprise Company from 2006 through 2014, most recently serving as Senior Human Resources Director, Transformation.

Douglas W. Salter: Corporate Vice President, Technology since March 2021; Vice President, Corporate Technology from January 2020 through February 2021; Vice President & General Manager, Thrust Reverser Actuation Systems from November 2014 through January 2020; Director of Program Management for Turbine Systems from August 2013 through October 2014; Business Development Director for Renewable Power Systems from October 2011 through July 2013; and Vice President of Engineering for Engine Systems from October 2009 through September 2011. Prior to this role, Mr. Salter served in various leadership and engineering roles since joining Woodward in 2002.

Daniel M. Bowman: Corporate Vice President, Strategy and Business Development since August 2017; and Vice President, Sales, Marketing, and Commercial Operations for Aircraft Turbine Systems from April 2007 through August 2017. Prior to joining Woodward, Mr. Bowman served as the Vice President of Sales, Marketing and Service at Fairbanks Morse Engine and held a variety of sales, marketing, and business development leadership roles at GE Aviation.

Matteo R. Pisciotta: Corporate Vice President, Global Sourcing since August 2019. Prior to August 2019, Mr. Pisciotta was employed at Polaris Industries, Inc., serving as Vice President, Global Procurement and Supply Chain from 2016 through August 2019. Prior to 2016, Mr. Pisciotta was employed at Oshkosh Corporation for nine years, most recently serving as Vice President, Global Procurement and Supply Chain from 2009 through 2016.

Information About Mr. Weber

Robert F. Weber, Jr.: Special Advisor to the Chairman and Chief Executive Officer since October 2021; Vice Chairman from October 2011 through September 2021; Chief Financial Officer from August 2005 until September 2019 and from April 2020 through September 2021; and Treasurer from August 2005 through November 2018. Prior to August 2005, Mr. Weber was employed at Motorola, Inc. for 17 years, where he held various positions, including Corporate Vice President and General Manager, EMEA Auto. Prior to this role, Mr. Weber served in a variety of financial positions at both a corporate and operating unit level with Motorola.

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PROPOSAL 2 – ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

As required by Section 14A of the Securities Exchange Act of 1934, we are offering our stockholders an opportunity to cast an advisory vote on the compensation of our named executive officers, as disclosed in this proxy statement. In response to the advisory vote of our stockholders at our 2016 Annual Meeting regarding the recommended frequency of such an advisory resolution, we have presented this proposal to stockholders on an annual basis. Although the vote is non-binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters. The Board and the Compensation Committee will consider the voting results when making future compensation decisions. Our next frequency vote will occur at our 2022 annual meeting of stockholders, expected to occur in or about January 2023.

As described in the “Compensation Discussion and Analysis” section of this proxy statement, we believe that our executive compensation program (1) provides a competitive total compensation program that enables us to attract, retain and motivate a high-performance executive management team, and (2) aligns the interests of the NEOs with the interests of our stockholders, by focusing on both short-term and long-term performance goals, by promoting ownership of the Company, and by linking individual performance to our fundamental financial performance. For example:

We believe that proper administration of our executive compensation program should result in the development of a management team that improves our fundamental financial performance and provides value to the long-term interests of the Company and its stockholders. Additional information relevant to your vote can be found in the “Compensation Discussion and Analysis” and “Executive Compensation” sections of this proxy statement.

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PROPOSAL 2 – ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

For these reasons, we recommend that stockholders vote in favor of the following advisory resolution:

“RESOLVED, that the compensation paid to Woodward's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion presented in Woodward’s proxy statement for its 2021 Annual Meeting of Stockholders, is hereby APPROVED.”

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Compensation Discussion and Analysis

Named Executive Officers

The following Compensation Discussion and Analysis (“CD&A”) provides an overview of our compensation philosophy, strategy, objectives and structure for fiscal year 2021. This section is intended to be read in conjunction with the tables that immediately follow, which provide further historical compensation information for the NEOs.

For fiscal year 2021, our NEOs were:

Executive Summary

Fiscal 2021 Business Highlights

Our strategic focus is providing energy control and optimization solutions for the aerospace and industrial markets.

The precise and efficient control of energy, including motion, fluid, combustion and electrical energy, is a growing

requirement in the markets we serve, and we have developed and are executing on strategies to eliminate greenhouse gases, commercialize space, and accelerate the digital age. To facilitate a cleaner, decarbonized world, we are partnering with our customers to enable their equipment to be more efficient, capable of utilizing clean burning fuels, advancing fuel cells, and the integration of renewable power in both commercial and defense operations.

On November 18, 2021, we reported our financial results for fiscal year 2021, which included the following:

We delivered solid performance in 2021 despite the continuing impacts of COVID-19 on our markets. We experienced supply chain disruptions and regional market volatility across the company; however, effective cost control measures and strong working capital management enabled us to mitigate these impacts and generate robust free cash flow.

No Short-Term Cash Incentive Compensation Awarded in Fiscal 2021

The Compensation Committee has traditionally designed our short-term cash incentive compensation plan (the “Woodward Variable Incentive Plan” or “WVIP”) to pay out only in the event of year-over-year earnings per share growth. Because of the economic challenges resulting from COVID-19 and its effects on the Company, the Compensation Committee made a determination prior to the beginning of fiscal year 2021 that a payout under the WVIP was unlikely to occur for fiscal year 2021. The Compensation Committee also recognized the importance of

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Compensation Discussion and Analysis

the Company maintaining cash and liquidity in the uncertain operating environment caused by the pandemic. Accordingly, the Compensation Committee did not establish specific metrics or criteria under the WVIP for fiscal year 2021. The Compensation Committee did, however, renew the overarching annual performance incentive plan, which continues to specify performance goals related to net earnings as described more fully below in Short-Term Incentive Compensation. Notwithstanding the overarching annual performance incentive plan, no short-term cash incentive payouts were made to the NEOs or to any other employee under the WVIP or otherwise for fiscal year 2021.

Overview of Compensation Objectives

Our executive compensation program is designed to attract, retain and motivate a high-performance executive management team and to link their total compensation to Company performance and stockholder interests. We structure our executive compensation program to include rigorous performance metrics that are aligned with our business strategy and long-term stockholder value creation.

The key elements of our executive compensation program are as follows:

In addition, the executive compensation program for NEOs includes health and welfare benefits, a non-qualified deferred compensation program, defined contribution retirement plans, change in control agreements, and other ancillary benefits.

Our Executive Compensation Practices

Our executive compensation policies and practices are designed to reinforce our pay-for-performance philosophy and align with sound governance principles. The following chart highlights our fiscal year 2021 executive compensation policies and practices:

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Compensation Discussion and Analysis

Compensation Process

Compensation Philosophy and Strategy

Our executive compensation philosophy and strategy is to promote the creation of long-term stockholder value and to achieve Company objectives, including:

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Compensation Discussion and Analysis

Consideration of Stockholder Say on Pay Vote

In January 2021, our stockholders voted on an advisory resolution regarding the compensation of our named executive officers, which was approved by 95.0% of the votes cast on the proposal (the “say on pay proposal”). The Compensation Committee determined that the favorable vote demonstrated strong stockholder support for Woodward’s overall executive compensation approach, and further determined that current practices and processes did not require any significant modifications to achieve the desired results or to address any stockholder concerns. The Compensation Committee will continue to consider the outcome of these advisory votes and feedback from our stockholders when evaluating future executive compensation arrangements.  

Role of the Compensation Committee

The Compensation Committee annually:

For additional information about the Compensation Committee, see “Board Meetings and Committees—Compensation Committee” in this proxy statement.

In making executive compensation decisions, the Compensation Committee seeks the assistance of its independent compensation consultant, Aon, as well as our CEO and our management team (except with respect to their own compensation). The Compensation Committee reviews the cash and equity compensation and other compensation components of our executive officers to ensure they are properly incentivized and to reward them for their and the Company’s performance. No employee is present during the discussion of his or her compensation.

Role of Management

In order to design compensation programs that are aligned with appropriate Company performance goals and strategic direction, the Compensation Committee works closely with management, including the CEO, the Corporate Vice President, Human Resources (the “CHRO”), and the Corporate Vice President, General Counsel & Corporate Secretary (the “General Counsel”). Specifically, management facilitates the alignment process by:

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Compensation Discussion and Analysis

All decisions regarding executive compensation are ultimately made by the Compensation Committee.

Management provides further input on executive compensation structure, background information regarding our strategic objectives, performance assessment process and data, potential promotions, talent management and succession planning, and compensation associated with promotions. At the request of the Compensation Committee, the CEO, CHRO and General Counsel regularly attend Compensation Committee meetings. The Compensation Committee also meets as needed without any members of management present.

Role of the Compensation Consultant

Services Provided by Aon to the Compensation Committee

The Compensation Committee recognizes the value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Compensation Committee has the authority to select and retain independent advisors and counsel to assist it with carrying out its duties and responsibilities. For fiscal year 2021, the Compensation Committee engaged Aon to review our executive compensation policies and practices. Aon reviewed and advised on all principal aspects of our executive compensation program for fiscal year 2021. The Committee believes that Aon has a well-developed understanding of our business, and is well positioned to provide objective guidance on compensation and incentive plans that are aligned with and reinforce our strategies and goals. Additionally, during fiscal year 2021, management and the Compensation Committee engaged in a review of compensation consultant service providers, commissioned a competitive request-for-proposal process with leading providers, and interviewed select firms regarding proposed services. After thorough review and discussion, the Compensation Committee determined to continue to retain Aon as the Company’s independent compensation consultant.

Services Provided by Aon to Management

In addition to the services Aon provides to the Compensation Committee on executive compensation matters, management utilizes Aon as one of our global compensation and benefits consultants. Aon provides total compensation data for the Company’s key leadership group, and consults on our various health, welfare and retirement plans. Management also utilizes Aon’s benefits index and compensation and benefits survey data to benchmark compensation and benefits for the Company’s non-executives. The decision to use Aon for advice and services not related to executive compensation was made by management.

Fees Paid to Aon

For fiscal year 2021, the Company paid Aon $342,808 for advice and services provided to the Compensation Committee and the Company. Of this amount, $290,174 was paid as a result of the work Aon performed for the Compensation Committee related to executive compensation advice and services, and $52,634 was paid as a result of the work Aon performed for management that was not related to executive compensation.

Aon’s Independence

The Compensation Committee annually reviews the objectivity and independence of the advice provided by Aon on executive compensation matters. The Compensation Committee has evaluated Aon’s engagement, and based on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C-1(b)(4) of the Exchange Act of 1934 (the “Exchange Act”) and Rule 5605(d)(3)(D) of the Nasdaq Stock Market rules, and such other factors as were deemed relevant under the circumstances, has determined that its relationship with Aon and the work of Aon on behalf of the Compensation Committee did not raise any conflict of interest, and that Aon is independent.

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Compensation Discussion and Analysis

Competitive Market-Based Compensation Approach

Our executive compensation program is benchmarked to be competitive with our compensation peer group. On an annual basis, companies in our compensation peer group are reviewed, changed if appropriate, and approved by the Compensation Committee. The companies included in our compensation peer group are selected based on a combination of multiple comparative factors, as summarized below.

Based on its annual review, the Compensation Committee determined no changes were needed to the fiscal year 2021 compensation peer group used for pay and performance comparisons. The companies comprising the fiscal year 2021 compensation peer group are summarized below. Woodward’s revenues are positioned around the competitive 50^th percentile.

Use of Comparative Market Data

Our executive compensation program is designed to provide total compensation opportunities that are competitive with the compensation offerings in our compensation peer group. The use of comparative market information as a reference point is an important element of our compensation determination process, including specifically using external market data to identify market compensation trends, provide a frame of reference for how comparable companies set compensation opportunities, and compare the nature and scope of the individual’s role at Woodward to similarly positioned executives at companies in the compensation peer group. The Compensation Committee considers quantitative comparative data from our compensation peer group in determining each element of compensation for each NEO. All comparative market data that the Compensation Committee considers is provided by Aon based on commercial data sources.

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Compensation Discussion and Analysis

While Aon presents the Compensation Committee with specific percentile pay data as a reference point, we do not target any percentile or percentile range as a specific objective for the compensation we pay. Rather, our compensation decisions are based on the full consideration of all of the above-mentioned elements.

In addition to comparative data, the Compensation Committee also considers other qualitative factors in its compensation determination process. Such factors are considered holistically and include:

Elements of Compensation

Fiscal 2021 NEO Target Pay Mix

Our executive compensation program focuses on pay-for-performance, and a significant portion of our executive compensation is variable and at-risk. The Compensation Committee uses its discretion in determining the appropriate mix of fixed and variable compensation for each NEO. The balance between each element of compensation may change from year to year based on corporate strategy and objectives, business conditions, and other considerations.

As noted above, the Compensation Committee did not establish specific metrics or criteria under our the WVIP for fiscal year 2021, and no payout was made under the WVIP in fiscal year 2021. Accordingly, target WVIP compensation has been excluded in the target pay mix charts below. For fiscal year 2021, our NEOs had the following target pay mix, which reflects our pay-for-performance philosophy:

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Compensation Discussion and Analysis

Base Salary

Base salary is the only fixed component of our NEOs’ total cash compensation and provides stable, competitive pay to attract, motivate and retain our NEOs. Base salaries typically reflect each NEO’s experience, skills, knowledge and responsibilities, although comparative market data also plays a role in setting base salary levels. We do not apply specific formulas to determine salary changes. Instead, the salaries of our NEOs are reviewed on an annual basis by the Compensation Committee based on our compensation philosophy and strategy.

Salary changes for our NEOs are typically approved by the Compensation Committee in September and generally take effect in January each year. However, in April 2020, in response to the economic challenges resulting from the COVID-19 pandemic, the Company undertook several initiatives designed to mitigate the impact of the pandemic and to preserve cash and liquidity. One such initiative was a Company-wide base salary freeze for all employees, including our NEOs. The actions taken by the Company to preserve cash and liquidity were generally successful, and on April 3, 2021 the Company lifted the base salary freeze and generally provided a base wage increase of 2.5% to all non-officer employees. The Compensation Committee concurrently approved a 2.5% base wage increase for our NEOs and other elected officers, effective as of the same date.

Short-Term Incentive Compensation

A key objective of our compensation philosophy is to tie a significant portion of each NEO’s compensation to our performance. To support this objective, we typically provide (through the WVIP, our short-term cash incentive compensation plan) annual performance-based cash incentive opportunities to our NEOs and all other Woodward employees. This compensation is typically earned based on our performance against specified, rigorous metrics that are established by the Compensation Committee at the beginning of the fiscal year. The performance metrics are typically designed to appropriately motivate performance in key areas of the business that are critical to the Company’s long-term strategy and stockholder value creation (including operational excellence), to align pay and performance, and to enhance visibility for participants.

However, as noted above, the Compensation Committee did not establish specific metrics or criteria under the WVIP for fiscal year 2021 because of the economic challenges resulting from COVID-19 and in an effort to maintain cash and liquidity in the uncertain operating environment caused by the pandemic.

The Compensation Committee did, however, renew the overarching annual performance incentive plan, which continues to specify performance goals related to net earnings. Specifically, for fiscal year 2021, actual Company achievement of the overarching performance goal of net earnings determined each NEO’s maximum possible WVIP incentive payout up to a maximum WVIP payout of 1.0% of net earnings for Mr. Gendron, 0.5% of net earnings for Messrs. Weber and Cromwell, and 0.33% of net earnings for Mr. Patel (Mr. Ross was not at the time an executive officer or employee of the Company). Setting maximum WVIP incentive payouts in this manner motivates achievement of net earnings, which strongly ties to stockholder value creation.  

Notwithstanding the overarching annual performance incentive plan, no short-term cash incentive payouts were made to the NEOs or to any other employee under the WVIP or otherwise for fiscal year 2021.

Long-Term Incentive Compensation

Our Long-Term Incentive Compensation Plan (the “LTI Plan”) consists of two elements:

The Compensation Committee has determined that these two award forms are most appropriate for our NEOs due to their performance orientation and alignment with stockholder interests, as measured by stock price and financial performance, over the long-run. In tandem, stock options and the Cash LTI plan incent long-term financial performance that support the achievement of key strategic goals and growth in the Company’s stock price.

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The target delivered value of the stock options plus the target Cash LTI opportunity represents the total long-term incentive compensation opportunity for each NEO.

Long-Term Equity Compensation

Our equity compensation program focuses the efforts of our NEOs and other executive officers on the achievement of long-term objectives and aligns the interests of our executive officers with those of our stockholders through the grant of equity awards, the value of which depends on our stock performance, to achieve strong long-term performance. The equity awards also are an important tool to motivate and retain our executive officers.

The awards we grant to our executive officers typically are in the form of stock options, which we believe are aligned with stockholder interests because the participant cannot benefit from the award unless there is shareholder value creation (i.e., increase in the stock price) after the date of grant.

The Compensation Committee, in consultation with our CEO (other than with respect to himself) and Aon, approves a target delivered value for the stock option awards for each participant, taking into account a number of factors as described in “Use of Comparative Market Data” above. Management then calculates the number of stock options granted to each participant using a Black-Scholes value that is calculated by Aon as of market close two business days prior to the grant date. The exercise price of the stock option awards is not less than (and is typically equal to) the closing price as quoted on Nasdaq on the grant date.

During fiscal year 2020, as part of its actions in response to the global economic challenges and uncertainties attributable to the COVID-19 pandemic and the resulting impact on the Company, the Compensation Committee recognized that an increased focus on the retention of key leaders would prove critical to the Company’s efforts to successfully navigate the difficult operating environment. Accordingly, after consultation with Aon, the Compensation Committee awarded a special stock option grant to eligible employees, other than executive officers, in an amount generally representing approximately 60% of the recipient’s typical annual grant. Because the April 2020 grant excluded the Company’s executive officers, the annual stock options awarded in October 2020 by the Compensation Committee to the Company’s then current executive officers (other than Mr. Gendron) were increased, after consultation with Aon, by an amount also representing approximately 60% of the target delivered value of the respective officer’s typical annual grant. Mr. Gendron specifically requested that he not receive such enhanced stock option grant.

For fiscal year 2021, the stock options granted to all NEOs will vest over four years at the rate of 25% per year, and (other than for Mr. Ross) had an exercise price of $81.03. The stock options granted to Mr. Ross had an exercise price of $123.98.

Excluding the one-time sign-on incentive equity awards granted to Mr. Ross in connection with his hire (described below in “Mr. Ross’ Compensation”), the equity awards granted to our NEOs under our regular annual equity compensation program in fiscal year 2021 were as follows:  

Long-Term Cash Compensation

To balance long-term incentives based on share price growth and to drive financial performance, we also grant cash awards under the Cash LTI plan that are based on our financial performance relative to the S&P MidCap 400 Index over a three-year period. By measuring these performance metrics on a relative basis, the metrics mitigate the impact of macroeconomic factors, both positive and negative, that affect the industry and/or financial

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performance and that are beyond the control of management, and thus provide rewards that are more directly aligned with performance through different economic cycles.

Cash LTI Metrics

The Cash LTI plan is based on two key financial metrics, each of which is measured relative to the companies comprising the S&P MidCap 400 Index:

How Performance is Measured

The Compensation Committee has approved a relative measure methodology that compares our performance to the companies in the S&P MidCap 400 Index. We believe that, for the Cash LTI, the S&P MidCap 400 Index relative measure methodology is an appropriate comparison of our performance against a larger and broader population of companies, which is representative of investment options available to the market.

Performance Period

The Compensation Committee generally establishes the Cash LTI award metrics for a three-year performance cycle prior to the beginning of the first fiscal year of the performance cycle.

Cash LTI Targets and Performance Levels

The Compensation Committee establishes target Cash LTI payouts for each NEO that are articulated as a percentage of the NEO’s base salary during the first year of the three-year performance cycle. These targets are set at levels that reflect the Compensation Committee’s desire to establish a meaningful incentive linked to the longer-term financial performance of the Company that fits within our overall compensation philosophy and strategy. Each NEO’s fiscal year 2019-2021 target Cash LTI payout is set forth below in “Fiscal 2019-2021 Cash LTI Payout for our NEOs”.

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The Cash LTI performance metrics and corresponding payouts are based on our ranking within the S&P MidCap 400 Index for all performance cycles that are currently outstanding, and are as follows:

The above payout formula applies to each measure weighted equally. If performance is below the 50^th percentile, no award will be earned or paid as it relates to that measure. Award amounts are interpolated for performance results between the above percentiles. Performance at the 60^th percentile is necessary to earn a payout of 100% of target as it relates to that measure. We believe having a target payout at the 60^th percentile sets a higher standard and is consistent with plan designs of other high performing companies in our compensation peer group. The maximum award that can be earned for performance at or above the 75^th percentile is 200% of target as it relates to that measure.

Our Performance During the Fiscal 2019-2021 Cycle

Payouts for the fiscal year 2019-2021 cycle were based on the following performance levels:

Fiscal 2019-2021 Cash LTI Payout for our NEOs

For the fiscal year 2019-2021 Cash LTI cycle, targets and actual payouts are detailed in the following table:

Leadership Transitions

On January 18, 2021, Mr. Ross was appointed as President of Aero Systems.

In April 2021, Mr. Patel, previously the President of Aerospace Aftermarket and Hydraulic Systems, was appointed as President, Engine Systems. No changes were made to his compensation in fiscal year 2021 as a result of his appointment into his new position.

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On September 30, 2021, Mr. Weber retired from his role as Vice Chairman, Chief Financial Officer and as an officer of the Company. Mr. Weber remains an employee of the Company, serving as Special Advisor to the Chairman and CEO.

Effective on October 1, 2021, Mark D. Hartman, Woodward’s Senior Vice President Finance and Corporate Controller at the time, was appointed as Chief Financial Officer.

Mr. Ross’ Compensation

Compensation Determination Process

In determining Mr. Ross’ total target full fiscal year 2021 compensation (including all elements of his compensation and the sign-on incentives provided to him upon his hire), the Compensation Committee evaluated market data for positions of similar responsibility at similarly-sized manufacturing organizations, and his status as a highly sought-after executive.

Long-Term Incentive Compensation

Mr. Ross’s total regular target compensation under the LTI Plan for the full fiscal year 2021 was $650,000, with $510,300 of such amount attributable to a stock option grant. The Compensation Committee approved a stock option grant to Mr. Ross that represented his full fiscal year target delivered value. As such, Mr. Ross received a grant of 10,600 options with an exercise price equal to $123.98, the closing price of the Company’s stock as quoted on Nasdaq on January 19, 2021. These stock options will vest over four years at the rate of 25% per year.

Mr. Ross was not entitled to any amounts under the fiscal year 2019-2021 Cash LTI cycle because his employment with the Company began after the first day of the last fiscal year of the performance period (participants must be employed on the first day of the fiscal year to be eligible). It is anticipated that future compensation under the LTI Plan for Mr. Ross will be comprised of a mix of equity compensation and Cash LTI.

Cash Bonus

Mr. Ross received, as a sign-on incentive, a one-time cash bonus of $210,979, representing 65% of the eligible wages he earned after his hire date through the end of our fiscal year. This amount is equal to what his WVIP payout would have been if (i) the Compensation Committee had established specific performance criteria and metrics under the WVIP in fiscal year 2021 and (ii) the WVIP metrics were achieved at the target level.

Sign-On Incentives

The Compensation Committee approved a one-time sign-on incentive for Mr. Ross. In determining the value and form of this award, the Compensation Committee considered compensation that was forfeited at his prior employer, market practice, internal equity, retention, and pay for performance alignment. The sign-on incentive consisted of a one-time equity grant representing a target delivered value of $1,200,000, comprised of $600,000 in time-vested restricted stock units (“RSUs”) and $600,000 of target delivered value in stock options. Specifically, Mr. Ross received 4,839 RSUs, all of which will cliff vest three years from the grant date, and 12,500 stock options with an exercise price equal to $123.98, the closing price of the Company’s stock as quoted on Nasdaq on January 19, 2021. All the stock options will vest over four years at the rate of 25% per year.

Relocation Benefits for Mr. Ross

In connection with Mr. Ross’ hire, and consistent with Woodward’s relocation policy for homeowners, the Company offered to guarantee to Mr. Ross an offer on his primary residence in Arizona equal to the average appraised value of the home. Additionally, the Company offered to reimburse Mr. Ross, via a lump sum payment, for a relocation obligation he would owe to his previous employer upon joining Woodward, up to an amount of $50,000 less any applicable withholdings. Mr. Ross did not use either of these two benefits and thus the Company incurred no costs related to them. All other relocation benefits provided to Mr. Ross were consistent with the benefits we provide to all new hires who relocate in order to join the Company, regardless of their role.

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Other Compensation Programs

The NEOs are eligible to participate in the same health, welfare, and retirement benefits as all of our U.S. employee membership. These benefits include a group health insurance program; life insurance, inclusive of employee life, additional buy-up employee life, optional spouse life, and optional child life; Accidental Death & Dismemberment insurance; Short-Term Disability; Long-Term Disability; a 401(k) retirement savings plan (the “Woodward Retirement Savings Plan”), inclusive of employee contributions and Company contributions (100% match on the first 3% of employee contributions, 50% on the next 3% of employee contributions, maxing at 4.5%); Woodward Stock Plan (annual Woodward contribution of 5% of eligible wages); and Retirement Income Plan (Company contribution of 1.5% of eligible wages, and 0.1% for each year of additional service). The Retirement Income Plan was closed to new participants as of September 30, 2003, with prior participants grandfathered.

Our NEOs are also eligible to participate in a non-qualified deferred compensation plan (the “Executive Benefit Plan” or the “EBP”). The EBP is also available to other key members of management and to members of the Board. Employee participants are able to defer up to 50% of base salary, and up to 100% of any incentive (WVIP and/or Cash LTI) payments.

All of our tax-qualified plans are subject to applicable limitations set by the Internal Revenue Service (“IRS”). Supplemental contributions to the EBP (as more fully described below) are made for the Woodward Retirement Savings Plan, the Woodward Stock Plan, and the grandfathered Retirement Income Plan and are solely to restore for IRS limitations.

The benefits described in this section are paid to remain competitive in the marketplace. Amounts relating to certain of these benefits may be found in the “All Other Compensation” column of the Summary Compensation Table.

Post-Employment Compensation and Employment Contracts

The Company’s NEOs are not employed under general employment contracts and are employees at will.  

Severance benefits are intended to ease the consequences of an unexpected termination of employment. These benefits are also designed to prevent our senior executives from seeking employment with our competitors or elsewhere after termination or from soliciting our employees or customers during a period after termination of employment.  

We have entered into change in control agreements with each of the NEOs in order to help align actions and behaviors with, and in the best interests of, our stockholders in the event of a proposed or actual change of control transaction, to retain these executives through a change of control transaction and to enable them to remain focused on running the business to ensure a smooth transition. The change in control benefits are designed to preserve productivity, avoid disruption, and prevent attrition in the event we are involved in a change in control transaction.  

The change in control severance program also motivates executives to pursue transactions that are in our stockholders’ best interests notwithstanding the potential negative impact of the transaction on their future employment. While cognizant of their terms, the Compensation Committee does not view the change in control agreements as an element of current compensation, and such arrangements do not necessarily affect the Compensation Committee’s annual compensation decisions.

For a further description of the change in control agreements, see the information under the caption “Executive Compensation — Potential Payments Upon Termination or Change in Control — Change in Control and Restrictive Covenant Agreements Post-Employment Provisions.”

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Impact of Accounting and Tax Issues on Executive Compensation

In establishing our compensation program, we consider the overall expense arising from aggregate executive compensation levels and awards and the components of our pay programs. Further, as one of the factors in our evaluation of our compensation program, we have considered the anticipated tax treatment to the Company and to the executive officers of various payments and benefits. Section 162(m) of the Code generally places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to our CEO, CFO, the other executive officers listed in the Summary Compensation Table in this proxy statement and certain former executive officers. The Company and the Compensation Committee have considered and will continue to consider various approaches regarding the deductibility of compensation payments to the extent reasonably practicable and to the extent consistent with our other compensation goals.  

Stock Ownership Guidelines

The Board has established stock ownership guidelines for the Company’s non-employee directors and its officers to align their interests and objectives with those of our stockholders. The below table reflects minimum ownership value for the Company’s non-employee directors and its officers as a multiple of their respective annual base retainers or salaries, as applicable. Accumulation of the amount of stock required under the ownership guidelines is expected within 60 months of the date of such person’s appointment or election.  

Shares held as owner of record or in a brokerage account, shares held in the Woodward Retirement Savings Plan, and unfunded deferred amounts denominated in Woodward Stock in the EBP, all qualify towards the ownership guidelines. Unexercised and vested “in-the-money” stock options will also qualify towards up to a maximum of 50% of the ownership requirements. The Compensation Committee may in its discretion relieve any person of such obligations on a case-by-case basis, taking into consideration special circumstances such as retirement or health of the individual. As of the date of this proxy statement filing, all directors and officers were in compliance with the ownership guidelines taking into account applicable accumulation periods following their appointment.

Hedging and Pledging Policy

Under our written policies, no directors or employees (including officers) of the Company are permitted to purchase our stock on margin, or to short sell, buy or sell puts or calls, or to engage in any other transaction related to Woodward securities that hedge or offset, or are designed to hedge or offset any decrease in the market value of Woodward securities, whether such securities are granted to such employee or director by the Company as part of compensation, or held by the employee or director. In addition, directors and employees of the Company are not permitted to pledge Woodward stock under any circumstances.    

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Clawback Policy

The Compensation Committee has approved a Clawback Policy. The Clawback Policy provides for the recovery by the Company, from any current or former executive officer who was employed by the Company during the three-year look back period (“Covered Person”), of any equity or cash incentive-based compensation that was determined, in whole or in part, on the achievement of any financial or operating result of the Company, that was awarded erroneously to the Covered Person due to material noncompliance with any financial reporting requirement under the securities laws. A copy of the Clawback Policy can be found on our website at http://ir.woodward.com/governance.

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Compensation Committee Report

Notwithstanding anything to the contrary set forth in any of the Company’s previous or future filings under the Securities Act of 1933, or the Exchange Act, that might incorporate this proxy statement, in whole or in part, the following Woodward, Inc. Compensation Committee Report on Compensation Discussion and Analysis shall not be deemed to be “soliciting material” or “filed” with the SEC or incorporated by reference into any such previous or future filings.

The Compensation Committee is charged with certain responsibilities relating to compensation of the Company’s executive officers. The Compensation Committee evaluates and approves all compensation of executive officers, including base salaries, short-term and long-term incentive compensation, and any perquisite programs of the Company. Compensation Committee determinations are presented to the Board.

The Compensation Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Compensation Committee Report portions of the proxy statement, as described in the Compensation Committee’s charter.

The Compensation Discussion and Analysis was prepared by management of the Company. The Company is responsible for the Compensation Discussion and Analysis and for the disclosure controls relating to executive compensation. The Compensation Discussion and Analysis is not a report or disclosure of the Compensation Committee.

The Compensation Committee met with management of the Company and the Compensation Committee’s outside consultant to review and discuss the Compensation Discussion and Analysis.

The Compensation Committee of the Board of Directors of the Company has reviewed and discussed the Compensation Discussion and Analysis included in this proxy statement and the 2021 Annual Report on Form 10-K with the management of the Company. Based on such review and discussions, the Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s 2021 Annual Report on Form 10-K, and the Board approved that recommendation.

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Summary Compensation Table

The following tables set forth compensation information for the NEOs for services rendered in all capacities to the Company and its subsidiaries in fiscal year 2021.

Note:  The Change in Pension Value and Non-Qualified Deferred Compensation Earnings columns have been omitted from this table because they are not applicable.

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Table to footnote (4) above:

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Other Compensation Tables

Grants of Plan-Based Awards for Fiscal Year 2021 ending September 30, 2021

The following table provides additional information with respect to stock-based awards granted in fiscal year 2021, the value of which was provided in the Option Awards column of the Summary Compensation Table, and the potential range of payouts associated with the WVIP and Cash LTI for fiscal year 2021: