DEF 14A of Woodward, Inc., Dec 8, 2023

DEF 14A of Woodward, Inc.

Filed Dec 8, 2023 · FY20230000950170-23-069053

Open on EDGAR

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

    “FOR” the advisory resolution regarding the compensation of the Company’s named executive officers; and “FOR” the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm. 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: • By Internet. Access Woodward’s secure website registration page via the internet, as identified in the Notice or proxy card, and follow the instructions; • By Telephone. If you requested printed copies of the proxy materials to be mailed to you, you can call the toll-free telephone number on the proxy card and follow the recorded instructions; • By Mail. If you requested printed copies of the proxy materials to be mailed to you, you can complete, sign and date the proxy card and return it in the prepaid envelope provided; or • By Attending the Annual Meeting (Virtually). You may attend the Annual Meeting by registering at www.proxydocs.com/WWD, where you may vote and submit questions during the meeting. Registration ends on January 23, 2024 at 5:00 p.m. Mountain Time. Please have your Notice, proxy card or the instructions that accompanied your proxy materials in hand when you visit the website. 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: • By Telephone or Internet. Please refer to your voting instruction card or other information provided by your bank, broker, nominee or other holder of record to determine whether you may vote by telephone or electronically on the internet, and follow the instructions on the voting instruction card or other information provided by your bank, broker, or other nominee; • By Mail. If you requested printed copies of the proxy materials to be mailed to you, you may vote by signing, dating and returning your voting instruction card to your broker in pre-addressed envelope provided; or • By attending the Annual Meeting in person (virtually) with a Proxy from the Record Holder. A street name stockholder who wishes to vote in person (virtually) at the Annual Meeting will need to obtain a legal proxy from his or her bank, brokerage firm or other nominee. Please consult the voting instruction card provided to you by your bank, broker or other nominee to determine how to obtain a legal proxy in order to vote in person (virtually) at the Annual Meeting and any other instructions that may be applicable. 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: • Entering a new vote by telephone, over the internet, or by signing and returning another signed proxy card at a later date; • Notifying our Corporate Secretary in writing before the meeting that you have revoked your proxy; or • Voting in person (virtually) at the meeting. 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: • Cross out the individuals named and insert the name of the individual you are authorizing to vote; or • Provide a written authorization to the individual you are authorizing to vote along with your proxy card. Summary of Proposals Submitted for Vote

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

    | The following are only summaries of the proposals to be presented at the Annual Meeting. You should review the full discussion of each proposal in this proxy statement before casting your vote. |

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

    Proposal 1: Election of Directors Director Nominees: At the Annual Meeting, you will be asked to elect to the Board the three nominees for director identified in this proxy statement. Each director would be elected to serve a three-year term and would hold office until the 2026 Annual Meeting held in or about January 2027 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. For purposes of this proposal, 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. This proposal is commonly referred to as a “say-on-pay” vote. 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. As an advisory vote, the vote on Proposal 2 is not binding on the Board or the Human Capital & Compensation Committee. However, the Board and the Human Capital & Compensation Committee value the opinions of our stockholders, and 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, 2024. 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.

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

    | The Board unanimously recommends that the stockholders vote “FOR” the election of each of the director nominees and “FOR” proposals 2 and 3, each as listed above. |

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

    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. Abstentions and Broker Non-Votes 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. 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.” 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. Under rules applicable to brokers, brokers do not have authority to vote customers’ shares for which they have not received voting instructions on “non-routine” matters, such as the election of directors and the advisory resolution regarding the compensation of our named executive officers. If you do not provide voting instructions, your brokerage firm may either vote your shares on routine matters (such as ratification of the auditors) or leave your shares unvoted. 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.

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

    | In order for your shares to be voted on all matters presented at the Annual Meeting, including the election of directors, we urge all stockholders whose shares are held in street name by a brokerage firm to provide voting instructions to the brokerage firm. |

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

    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. On January 25, 2023, Mary Petrovich and Paul Donovan retired from the Board at the expiration of their respective terms. Following the retirement of Ms. Petrovich and Mr. Donovan, the Board reduced the number of directors from ten to eight. Effective June 1, 2023, the Board increased the number of directors from eight to ten and appointed Mary D. Petryszyn and Tana L. Utley to serve as directors of the Company. Ronald M. Sega, age 71, will not stand for re-election following the expiration of his term at the Annual Meeting, as our Director Guidelines provide that Board members generally will not be nominated for re-election after attaining age 70. The Company’s Bylaws require each class of directors to be as nearly equal as possible. The Board maintains a mandatory director resignation policy, which is included in our Director Guidelines, relating to the rebalancing of director classes (the “Rebalancing Policy”). The Rebalancing Policy authorizes the Nominating and Governance Committee to recommend a rebalancing of the Company’s director classes in accordance with the process outlined therein. Had the Board taken no specific action, the Board classes would become unbalanced following Mr. Sega’s retirement, with two Class I directors, four Class II directors, and three Class III directors. Therefore, on November 15, 2023, upon a class rebalancing recommendation by the Nominating and Governance Committee and in accordance with the Rebalancing Policy, John D. Cohn, a Class II director, tendered his resignation from the Board effective as of the date of the 2023 Annual Meeting, and the Board nominated him for election in Class I at such meeting. The Board intends to decrease the number of directors from ten to nine, effective upon the expiration of Mr. Sega’s term on the date of the Annual Meeting. If the three director nominees at the Annual Meeting are elected, each of Class I, Class II and Class III will be comprised of three directors. Each of the director nominees identified in this proxy statement as standing for election at the 2023 Annual Meeting has been nominated by the Board at the recommendation of the Nominating and Governance Committee to hold office for a three-year term until the 2026 annual meeting of stockholders, expected to be held in January 2027, or when a successor is elected and qualified. Mr. Blankenship, who was appointed to serve as a member of the Board on May 9, 2022, is standing for election by stockholders for the first time. Messrs. Cohn and Korte 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: Directors Standing for Election at This Meeting for Terms Expiring at the 2026 Annual Meeting:

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

    | | Charles P. Blankenship, Jr., Chairman | | | | Age: 57 Director Since: 2022 | Board Committee(s): Executive (Chair) | | Chairman of the Board, Chief Executive Officer and President of the Company since May 2022. Other Public Company Directorships: • Arconic Corporation (2018-2019). | | | | Relevant Experience and Skills: • Montgomery Distinguished Professor of Practice at the University of Virginia’s School of Engineering and Applied Sciences, from 2019-2022. • Chief Executive Officer of Arconic from 2018-2019. • Held significant leadership roles in Aviation, Energy, and Appliances during a 24-year career at General Electric (“GE”), including Chief Executive Officer of GE Appliances, A Haier Company, from 2016-2017, and President and CEO of GE Appliances from 2011-2016. • Sr. Vice President of Haier Group from 2016-2017. • Accomplished business leader with extensive experience in the aerospace and industrial equipment markets. | | |

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

    | | John D. Cohn | | | | Age: 69 Director Since: 2002 | Board Committee(s): Audit | | President of CrossBorder Strategic Solutions, LLC, a strategic advisory firm that assists companies to expand globally with specific focus on execution since August 2019. Other Public Company Directorships: • None held during the past five years. | | | | Relevant Experience and Skills: • Senior Vice President, Asia Business Planning and Execution at Rockwell Automation, Inc., a global leader in automation and digital transformation, from 2011-2019. • Senior Vice President, European Business Planning and Execution at Rockwell Automation from 2009-2011. • Senior Vice President, Strategic Development and Communications at Rockwell Automation from 1999-2009. • Contributes expertise in global market and business development, leading organizations through change management, mergers and acquisitions, and extensive knowledge and direct experience in industrial and aerospace markets. | | |

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

    | | Daniel G. Korte | | | | Age: 63 Director Since: 2017 | Board Committee(s): Human Capital & Compensation (Chair); Nominating and Governance; Executive | | Global Vice President, Aerospace of PPG Industries, Inc. (“PPG”) since August 2018. Other Public Company Directorships: • None held during the past five years. | | | | Relevant Experience and Skills: • Served as Chief Executive Officer of LMI Aerospace, Inc. (“LMI”), now part of the Sonaca Group, from 2014-2017. • Joined PPG in May 2018 as Global Vice President-elect of its Aerospace products business. • President of the Rolls-Royce Defense Group in Washington, DC and London, UK from 2009-2012. • Held various senior level roles at The Boeing Company in supply chain, program management and general management. • Skilled in identifying and capitalizing on global market opportunities that drive revenue and profitable growth, with particular experience in the commercial and defense aerospace markets. | | |

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

    Continuing Directors Directors Remaining in Office Until the 2024 Annual Meeting

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

    | | Rajeev Bhalla | | | | Age: 60 Director Since: 2021 | Board Committee(s): Audit (Chair); Executive | | Former Operating Partner of Cerberus Operating and Advisory Company from February 2019 through April 2023. Other Public Company Directorships: • None held during the past five years. | | | | Relevant Experience and Skills: • Consultant for various strategic and financial advisory services from 2019 to present. • Executive Vice President, Chief Financial Officer of CIRCOR International from December 2013 – December 2018. • Vice President of Finance and Chief Financial Officer of Sikorsky Aircraft Company from May 2012 – December 2013. • Vice President of Finance and Chief Financial Officer of Pratt & Whitney from April 2005 – May 2012. • Corporate Controller at Lockheed Martin from August 2001 – April 2005. • Partner with PricewaterhouseCoopers from March 1997 – August 2001. • Contributes significant strategy, finance, mergers and acquisitions, capital deployment and investor relations expertise. | | |

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

    | | Eileen P. Drake | | | | Age: 57 Director Since: 2017 | Board Committee(s): Nominating and Governance (Chair); Human Capital & Compensation; Executive | | Former Chief Executive Officer and President of Aerojet Rocketdyne Holdings, Inc., a manufacturer of aerospace and defense products, from 2015-2023. Other Public Company Directorships: • Aerojet Rocketdyne Holdings, Inc. (2015-2023). | | | | Relevant Experience and Skills: • Briefly served as Chief Operating Officer, Aerojet Rocketdyne in 2015, prior to her appointment as CEO. • Held various senior level roles at United Technologies Corporation (“UTC”) from 2003-2015, including most recently as President of Pratt & Whitney AeroPower’s auxiliary power unit and small turbojet propulsion business from 2012-2015. • Managed production operations at both the Ford Motor Company and Visteon Corporation. • Spent seven years as an active duty U.S. Army aviator and airfield commander. • Accomplished, dynamic leader with extensive aerospace experience in profit and loss management, operations, quality and supply chain. | | |

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

    | | Gregg C. Sengstack, Lead Director | | | | Age: 65 Director Since: 2011 | Board Committee(s): Audit; Executive | | President and Chief Executive Officer of Franklin Electric Co., Inc., a manufacturer and distributor of water and fuel pumping systems, since 2014, and Chairman of the Franklin Electric Board since 2015. Other Public Company Directorships: • Franklin Electric Co., Inc. (since 2014). | | | | Relevant Experience and Skills: • Joined Franklin Electric in 1988 and served in various roles of increasing responsibility, including as Chief Financial Officer from 1999-2005, President of the International Water Systems and Fueling Group from 2005-2011, and President and Chief Operating Officer of Franklin Electric from 2011-2014. • Worked on numerous acquisitions in the U.S. and overseas. • Holds an Airline Transport Pilot license since 1981. • Provides the Board extensive experience in P&L, finance, international and general management, and top leadership experience. | | |

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

    Directors Remaining in Office Until the 2025 Annual Meeting:

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

    | | David P. Hess | | | | Age: 68 Director Since: 2021 | Board Committee(s): Human Capital & Compensation; Nominating and Governance | | Served as CEO of Arconic Corporation from April 2017 until January 2018. Previously served in numerous executive leadership roles during his 38-year career at United Technologies Corporation (“UTC”) until his retirement in 2017. Other Public Company Directorships: • Southwest Airlines Co. (since 2021). • Allegheny Technologies (since 2019). • Arconic Corporation (2017-2019). | | | | Relevant Experience and Skills: • Joined UTC in 1979 and served in various roles, including President – Hamilton Sundstrand from 2004-2009, President – Pratt & Whitney from 2009-2014 and UTC Executive Vice President and Chief Customer Officer – Aerospace from 2015-2017. • Extensive boardroom experience at public and private aerospace, defense and industrial companies. • Brings a strong background in senior executive leadership roles in the aerospace and defense sectors, as well as deep industry experience, a proven track record, collaborative style and strong technical background, to the Board. | | |

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

    | | Mary D. Petryszyn | | | | Age: 61 Director Since: 2023 | Board Committee(s): Audit | | Served as Corporate Vice President and President, Defense Systems of Northrop Grumman Corporation from 2019 until her retirement in 2023. Other Public Company Directorships: • None held during the past five years. | | | | Relevant Experience and Skills: • Serves as a director of Saab, Inc., a U.S.-based company (and subsidiary of Saab AB) operating under a Special Security Agreement (SSA) with the U.S. government, since 2023. • Sector Vice President & General Manager of the Land and Avionics C4ISR division of Northrop Grumman Corporation from 2016-2019, and Sector Vice President, Global Strategy & Mission Solutions from 2015-2016. • Joined Northrop Grumman Corporation in 2013 and served in various roles of increasing responsibility. • Provides the Board extensive global experience in business, profit and loss management, and operational leadership in government and defense markets. | | |

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

    | | Tana L. Utley | | | | Age: 60 Director Since: 2023 | Board Committee(s): Human Capital & Compensation; Nominating and Governance | | Former Vice President, Large Power Systems Division of Caterpillar, Inc. from 2014-2022. Ms. Utley retired from Caterpillar, Inc. in 2022. Other Public Company Directorships: • SPX Technologies, Inc. (since 2015). | | | | Relevant Experience and Skills: • Joined Caterpillar, Inc. in 1986 as a junior engineer and rose to key senior leadership positions during her 36-year career, including 14 years as an officer with responsibility over large global P&Ls and technical organizations. • Served as Vice President of Large Power Systems (2014-2021) and Industrial Power Systems (2013) at Caterpillar, each of which designs, manufactures and services reciprocating engines for industrial and Caterpillar machine markets. • Served as Chief Technology Officer and Vice President of the Product Development and Global Technology division of Caterpillar, Inc. (2007-2013) with accountability for technology strategy, research, global R&D facilities, and enterprise Tier 4 program execution. • Played an instrumental role in crafting and executing Caterpillar’s long-term strategy to reduce regulated diesel engine emissions over 95%. • Accomplished career in one of the world’s largest and most successful industrial equipment manufacturers, with complementary expertise to the aerospace and defense markets. | | |

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

    Directors Whose Term Will Not Continue After the Annual Meeting:

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

    | | Dr. Ronald M. Sega | | | | Age: 71 Director Since: 2008 | Board Committee(s): Audit | | Emeritus Professor and Director of Systems Engineering at Colorado State University (“CSU”) since 2020. Other Public Company Directorships: • Rentech, Inc. (2007-2018). | | | | Relevant Experience and Skills: • Department of Defense (“DOD”) Highly Qualified Expert serving as the Chief Technology Officer (“CTO”) of the U.S. Army Futures Command from 2019-2022. • Founder, Professor and Director of the Systems Engineering Graduate Programs at CSU from 2007-2019. • Vice President and Enterprise Executive for Energy and the Environment at CSU and The Ohio State University from 2010-2013. • Director of Defense Research and Engineering, serving as the CTO for the DOD from 2001-2005. • Under Secretary for the U.S. Air Force from 2005-2007, during which time he also served as the DOD Executive Agent for Space, and the Air Force Service Acquisition Executive for space programs. • Former NASA astronaut and veteran of two shuttle missions. • Retired from the U.S. Air Force in the rank of Major General. • Background in applying research and development experience to real-world situations, knowledge of U.S. government contracting practices, and expertise in aerospace and energy technology and markets. | | |

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

    Board Skills and Diversity Highlights RAJEEV BHALLA Age: 59 WWD Board Tenure: 2* Other Public Company Boards w/in 5 Years: 0 CHARLES P. BLANKENSHIP, JR. Age: 56 WWD Board Tenure: 1* Other Public Company Boards w/in 5 Years: 1 JOHN D. COHN Age: 68 WWD Board Tenure: 21* Other Public Company Boards w/in 5 Years: 0 PAUL DONOVAN Age: 75 WWD Board Tenure: 23* Other Public Company Boards w/in 5 Years: 1 EILEEN P. DRAKE Age: 56 WWD Board Tenure: 6* Other Public Company Boards w/in 5 Years: 1 DAVID P. HESS Age: 67 WWD Board Tenure: 2* Other Public Company Boards w/in 5 Years: 3 DANIEL G. KORTE Age: 6* Other Public Company Boards w/in 5 Years: 1 MARY L. PETROVICH Age: 59 WWD Board Tenure: 21* Other Public Company Boards w/in 5 Years: 2 RONALD M. SEGA Age: 70 WWD Board Tenure: 15* Other Public Company Boards w/in 5 Years: 1 AVERAGE TENURE 10.9 YEARS GREGG C. SENGSTACK Age: 64 WWD BOARD Tenure: 12* Other Public Company Boards w/in 5 Years: 1 AVERAGE AGE 63.6 YEARS BOARD DIVERSITY GENDER DIVERSITY (2 OF 10) ETHNIC/RACIAL DIVERSITY (1 OF 10) DIRECTOR INDEPENDENCE INDEPENDENCE (9 OF 10) BOARDS SKILLS AND EXPERIENCE SENIOR EXECUTIVE OF PUBLIC COMPANY (9 OF 10) FINANCIAL EXPERTISE (8 OF 10) TECHNICAL EXPERTISE (5 OF 10) MANUFACTURING / OPERATIONS (6 OF 10) M&A & BUSINESS INTEGRATION (10 OF 10) GLOBAL EXPERIENCE (9 OF 10) AEROSPACE EXPERIENCE (8 OF 10) INDUSTRIAL EXPERIENCE (9 OF 10) *Including year appointed. Board Composition and Diversity The Board is guided by the Company’s Bylaws, Director Guidelines, and Constitution, which requires the Board to adhere to the philosophy and concepts expressed therein, including respect for the dignity, value and equality of all of our employees. The Nominating and Governance Committee is committed to good corporate governance and recognizes the importance that the Board contains (i) diversity of knowledge and experience at policy-making levels in business, public service, education, technology, and other relevant knowledge that contributes to the Company’s global activities, and (ii) diversity in cultural background, ethnicity, gender and age. Taken together, the Board believes that a board comprised of diverse directors supports the Board’s ability to effectively oversee the Company’s business, and as such the Board believes that diversity is an important aspect of board composition. The Nominating & Governance Committee periodically meets with the full Board to review the Board’s composition to ensure the Board has an appropriate mix of diversity attributes. In evaluating the Board’s composition, the Nominating & Governance Committee considers, for each incumbent director and any potential nominee, various factors, including the skills and attributes described in the above chart. For more information on our director nomination process, please refer to the “Director Nomination Process” section below. The table below provides aggregate statistics regarding our Board-level diversity based on each director's self-identification:

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

    | Board Diversity Matrix (As of December 8, 2023) | | | | Total Number of Directors | 10 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 3 | 7 | | Part II: Demographic Background | | | | Asian | — | 1 | | White | 3 | 6 | | LGBTQ+ | 1 | |

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

    Director Independence The Board has determined that each member of the Board, other than Mr. Blankenship, is independent under the criteria established by the Nasdaq listing rules. In addition, the Board has determined that each member of the Audit Committee and each member of the Human Capital & 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 rules. ESG Highlights Board Oversight of ESG We believe strong governance and oversight of environmental, social and governance (“ESG”) issues is critical, particularly with respect to the issues that impact our stakeholders – our customers, stockholders, employees (who we refer to as Woodward “members”), suppliers, and the environment. These ESG elements contribute both to the long-term success of our business and to the positive impacts the Company can make in society. The Board works closely with the management team to oversee ESG at the Company, both directly and through its standing committees dedicated to areas of the program associated with their respective areas of responsibility. Committee oversight responsibilities include: • the Nominating & Governance Committee, by delegation of the Board, provides primary oversight over the Company’s ESG program generally; the Audit Committee oversees the adequacy and performance of the Company’s ethics program, the Company’s information security and risk management programs, and any future public emissions and climate-related disclosures, including the establishment and periodic review of any related internal controls and procedures; and • the Human Capital & Compensation Committee oversees the development, implementation and effectiveness of the Company’s strategies and policies related to human capital management. The health and safety of our employees is a top priority for the Board, and the Board exercises direct and active oversight over the Company’s health and safety initiatives. We have implemented procedures and precautions to ensure the continued safety and well-being of employees. We are always looking for ways to improve on compliance standards by utilizing continuous improvement discipline to proactively eliminate risks in the workplace, including the continued expansion of our find-it fix-it proactive workplace safety initiatives. Management’s Role in ESG To better manage our ESG programs and initiatives, we created a cross-functional executive-led team to establish and promote the strategies, standards and practices that advance Woodward’s ESG performance (the "ESG Steering Committee"). The ESG Steering Committee is responsible for evaluating our ESG practices; developing and recommending ESG strategies, practices and commitments that should be a principal focus company-wide; coordinating across the business to ensure ESG efforts are leveraged and synchronized across the enterprise; supporting the businesses to help achieve effective implementation of strategic ESG goals; and ensuring that our global ESG strategies, initiatives and accomplishments are effectively communicated to our stakeholders. Environmental For more than 150 years, Woodward has specialized in selling products and solutions that improve efficiency and energy control in our customers’ engines and other systems and products. We pride ourselves on being responsive to our customers’ needs and creating innovative solutions that make manufacturing more energy-efficient, are more cost effective, and decrease emissions and waste. Our innovative fluid energy, combustion control, electrical energy, and motion control systems help customers offer cleaner, more reliable, and more efficient equipment. By focusing on improving energy efficiency emissions for our products and in our customers’ products, Woodward is well positioned to support global efforts to increase energy efficiency and reduce greenhouse gases. Notably, we have partnered with one of our customers, Airbus, to provide the Fuel Cell Balance of Plant ("BoP") solution for the ZEROe demonstrator, which aims to put a zero-emission aircraft into service by 2035. Woodward will contribute advanced design capabilities and world-leading fuel technologies for the ZEROe project for more sustainable air travel based on hydrogen propulsion. Our BoP will contribute an essential part of the project, with a comprehensive package of monitoring and control means for hydrogen fuel and air for the hydrogen fuel cell system. Airbus aims to put a zero-emission aircraft into service by 2035. The ZEROe project will provide important solutions in the portfolio for emission-free flying. With respect to the emissions that we generate in our own operations, over the past two years we made significant progress in developing our processes in connection with assessing, measuring and validating our Scope 1 and Scope 2 emissions. We continue to close certain gaps we identified in these processes and to establish internal controls to ensure the accuracy and reliability of our emissions data. We anticipate disclosing our Scope 1 and Scope 2 emissions in an updated ESG report, which we expect to publish in calendar year 2024. Social In the past year, we have expanded our Diversity, Inclusion and Belonging (“DIB”) initiatives. We want everyone at Woodward to feel they have opportunities to develop, grow and reach their highest potential personally and professionally. This is why we introduced the Woodward Diversity, Inclusion and Belonging Commitment, which lives alongside our core values to guide us on our DIB journey. This is our commitment: At Woodward, no matter where you are from, your physical appearance, or how you identify, you deserve the opportunity to reach your greatest potential. We are on a journey to achieve this as an organization and want to work closely with Woodward members to set the right path. We humbly acknowledge this will be an imperfect journey. Yet, we are steadfastly committed to embracing the power of diverse people, perspectives and experiences for current Woodward members, attracting the best talent across our communities, and creating an inclusive and rewarding workplace for all. Woodward has created an extraordinary legacy of success through Woodward members’ innovation, dedication and values-driven passion for serving our customers and each other. As we look toward the future, we want to build on that legacy by expanding opportunities for current and prospective Woodward members so that they can bring their unique backgrounds and perspectives to work and feel a sense of belonging. Diverse and inclusive teams and organizations consistently outperform their peers, which means adding different perspectives to our teams will not only enrich our culture, but also help us achieve our performance goals. Governance Highlights Woodward’s policies and practices reflect corporate governance initiatives that are compliant with the Nasdaq listing rules, 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://ir.woodward.com/governance. Highlights of our corporate governance include:

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

    | • 100% Independent Committee Members • Lead Independent Director with Lead Independent Director Charter • Majority Voting for Directors with Mandatory Resignation Policy • Annual Board and Committee Evaluations • Director Overboarding Policy • Director Change in Circumstances with Resignation Policy • Director Retirement Policy • Periodic Review of Committee Charters and Governance Policies • Periodic ESG Reports | • Regular Meetings of Independent Directors Without Management Present • Formal CEO Evaluation Process • Clawback Policy for Incentive-Based Compensation (Cash and Equity) • Annual Say-on-Pay Vote • Stockholder Engagement Program • Stock Ownership Guidelines for Directors and Officers • Anti-Hedging and Anti-Pledging Policy • Codes of Conduct for Directors, Officers and Employees • Succession Planning Process |

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

    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://ir.woodward.com/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 SEC or Nasdaq listing rules. Board Structure and Risk Oversight Leadership Structure Mr. Blankenship serves as our Chairman of the Board and Chief Executive Officer (“CEO”). Because the same individual serves as both Chairman and CEO, the Board appoints an independent director to serve as “Lead Director.” Our current Lead Director is Mr. Sengstack, who was appointed to that position by the Board in November 2023, replacing Mr. Cohn, who had served in such capacity since 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. Blankenship’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 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, unless the Board determines in its sole discretion that circumstances exist that would support extending the term of service beyond such period. Responsibilities of the Lead Director include, among other duties: • presiding at all meetings of the Board at which the Chairman and CEO is not present, including separate sessions of the independent directors, and briefing the Chairman and CEO on the items discussed in such meetings; • in consultation with the Chair of the Human Capital & Compensation Committee, presenting to the Chairman and CEO his annual performance review, and from time to time providing updates to the Chairman and CEO in regard to overall performance; • together with the Chair of the Nominating and Governance Committee, reviewing and reporting on the results of the Board self-evaluation; • facilitating discussion and open dialogue among all independent directors during and outside of Board meetings; • serving as a liaison between the Chairman and CEO and the independent directors, without inhibiting direct communication between them; and • communicating with the Chairman and CEO on a regular basis to discuss any other Board matters or concerns. 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

  26. Delegation of Authority

    Delegation of Authority The Human Capital & Compensation Committee charter provides authority to the Human Capital & Compensation Committee to delegate any of its responsibilities to subcommittees entirely made up of Human Capital & Compensation Committee members, as it deems appropriate. The Human Capital & Compensation Committee has delegated, to a subcommittee comprised of the Human Capital & Compensation Committee Chairperson and one other Human Capital & 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 Human Capital & Compensation Committee, subject to the pool for awards as identified and approved by the Human Capital & Compensation Committee in advance on an annual basis (such grants, “interim grants”). Additionally, the Board has (i) delegated to the CEO limited authority to make certain interim grants, and (ii) delegated to the Human Capital & Compensation Committee all of the Board’s rights to impose restrictions on such authority of the CEO. The CEO 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 CEO 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 with the calculation of such CEO approved awards performed in the manner described below under the caption “Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table”. The Human Capital & Compensation Committee delegated to the Chairman of the Human Capital & Compensation Committee the authority to approve any and all option exercises when the grantee 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 Human Capital & Compensation Committee is authorized to further delegate these responsibilities to any other member of the Human Capital & Compensation Committee.

  27. Evaluation of Outside Director Compensation Policy

    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, which has historically been conducted every two years. The Nominating and Governance Committee performed this evaluation for fiscal year 2022, and as such did not perform the evaluation for fiscal year 2023. Effective for fiscal year 2024, the Nominating and Governance Committee has determined to perform this evaluation on an annual basis.

  28. Equity Compensation

    Equity Compensation Equity compensation (in the form of stock options) is awarded to non-employee directors annually, based on a “targeted delivered value”, now referred to as “grant date fair 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 2023, in conformance with the Outside Director Compensation Policy and as approved by the Board, the grant date fair value was $140,000. The number of stock options awarded to each director is determined based on the grant date fair value, divided by the Black-Scholes value of each stock option as calculated by the Company’s then-incumbent 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 grant date fair value of $140,000 and the Black-Scholes value of each stock option as determined by the then-incumbent independent compensation consultant, the Human Capital & Compensation Committee approved the grant of 3,844 stock options to non-employee directors at an exercise price of $83.24, which was the closing price of Woodward common stock as quoted on Nasdaq on the date of grant (October 3, 2022, the first business day of the Company’s fiscal year 2023). These non-employee director stock option grants vest over four years at the rate of 25% per year. Our 2017 Omnibus Incentive Plan and the Outside Director Compensation Policy provide that non-employee directors may not receive equity awards exceeding a grant date fair value of $300,000 in any fiscal year (or $450,000 in any fiscal year in which the director is initially appointed).

  29. Total Non-Employee Director Compensation for Fiscal Year 2023

    Total Non-Employee Director Compensation for Fiscal Year 2023 The following table shows the compensation earned by non-employee members of the Board during the fiscal year ended September 30, 2023:

  30. Total Non-Employee Director Compensation for Fiscal Year 2023

    | DIRECTOR | FEES EARNED OR PAID IN CASH($) | OPTION AWARDS($)(1) | TOTAL($) | | Rajeev Bhalla | 98,000 | 137,478 | 235,478 | | John D. Cohn | 123,000 | 137,478 | 260,478 | | Paul Donovan(2) | 32,666 | 137,478 | 170,144 | | Eileen P. Drake(3) | 104,000 | 137,478 | 241,478 | | David P. Hess | 98,000 | 137,478 | 235,478 | | Daniel G. Korte(4) | 104,000 | 137,478 | 241,478 | | Mary L. Petrovich(2) | 32,666 | 137,478 | 170,144 | | Mary D. Petryszyn(5) | 30,500 | 47,048 | 77,548 | | Dr. Ronald M. Sega | 98,000 | 137,478 | 235,478 | | Gregg C. Sengstack | 108,000 | 137,478 | 245,478 | | Tana L. Utley(5) | 30,500 | 47,048 | 77,548 |

  31. Total Non-Employee Director Compensation for Fiscal Year 2023

    (1) These amounts represent the Black-Scholes value of the option awards as calculated by the Company under generally accepted accounting principles in accordance with Accounting Standards Codification 718. Assumptions used in calculating these amounts are included in Note 21 of Woodward’s financial statements in its Annual Report on Form 10-K for the fiscal year ended September 30, 2023 filed with the SEC on November 17, 2023. (2) Mr. Donovan and Ms. Petrovich retired from the Board on January 25, 2023, and the fees shown reflect payment for the portion of the year each served as a Director. (3) Ms. Drake deferred 75% of her total aggregate cash retainer fees in fiscal year 2023 into the EBP. (4) Mr. Korte deferred 18.75% of his total aggregate cash retainer fees in fiscal year 2023 into the EBP. Ms. Petryszyn and Ms. Utley joined the Board on June 1, 2023, and the fees and option awards shown reflect compensation for the portion of the year that each served as a Director. Option awards outstanding as of September 30, 2023 were as follows:

  32. Total Non-Employee Director Compensation for Fiscal Year 2023

    | DIRECTOR | OUTSTANDING OPTIONS NOT VESTED | OUTSTANDING OPTIONS VESTED | TOTAL OUTSTANDING OPTIONS | | Rajeev Bhalla | 6,094 | 750 | 6,844 | | John D. Cohn | 9,544 | 38,100 | 47,644 | | Paul Donovan | 9,544 | 24,200 | 33,744 | | Eileen P. Drake | 9,544 | 21,000 | 30,544 | | David P. Hess | 7,044 | 1,700 | 8,744 | | Daniel G. Korte | 9,544 | 21,000 | 30,544 | | Mary L. Petrovich | 9,544 | 40,100 | 49,644 | | Mary D. Petryszyn | 1,002 | — | 1,002 | | Dr. Ronald M. Sega | 9,544 | 38,100 | 47,644 | | Gregg C. Sengstack | 9,544 | 40,100 | 49,644 | | Tana L. Utley | 1,002 | — | 1,002 |

  33. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    Changes to Non-Employee Director Compensation for Fiscal Year 2024 Effective for fiscal year 2024, and in accordance with the recommendations of the Company’s current independent compensation consultant (FW Cook), the Nominating and Governance Committee revised the Company’s Outside Director Compensation Policy to provide for certain changes to our non-employee director compensation program. The changes to the cash compensation amounts were made to keep our non-employee director compensation program aligned with the competitive median. The changes to the equity compensation program were made to align our non-employee director equity plan design with market norms and best practices. Material changes include: • Increases to certain additional annual cash retainers. The additional annual retainers were increased for (i) the Lead Director from $25,000 to $30,000, (ii) the Chair of the Nominating and Governance Committee from $12,500 to $15,000, and, (iii) the Chair of the Human Capital & Compensation Committee from $12,500 to $15,000. • Equity program. o Introduction of Restricted Stock Units (“RSUs”) and Equity Choice. Non-employee directors will now generally receive a right of election as to whether their annual equity grant will be comprised of (i) 100% stock options, (ii) 100% RSUs, or (iii) 50% stock options and 50% RSUs. o One year vesting periods. Unless otherwise prohibited by applicable tax rules, fiscal year 2024 equity awards to non-employee directors generally will vest on the first anniversary of the grant date. o Grant Date. For fiscal year 2024, annual equity awards to non-employee directors were granted on November 27, 2023, rather than the first business day of the Company’s fiscal year. The Outside Director Compensation Policy filed with the SEC in the Company’s Annual Report on Form 10-K for the year ended September 30, 2023 reflects the changes described under this caption. 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. Blankenship, see “Proposal 1 – Election of Directors” above.

  34. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    | NAME(1) | AGE | POSITION(S) WITH WOODWARD | | Charles "Chip" P. Blankenship, Jr. | 57 | Chairman of the Board, Chief Executive Officer and President | | William "Bill" F. Lacey | 54 | Chief Financial Officer | | Thomas G. Cromwell | 54 | Chief Operating Officer | | A. Christopher Fawzy | 54 | Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | | Randall "Randy" L. Hobbs | 55 | President, Industrial | | Terence "Terry" J. Voskuil | 58 | President, Aerospace |

  35. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    (1) There are no family relationships between any of the executive officers listed below. Charles “Chip” P. Blankenship, Jr: Chairman of the Board, Chief Executive Officer and President since May 9, 2022. Prior to joining Woodward, Mr. Blankenship served as the Montgomery Distinguished Professor of Practice at the University of Virginia’s School of Engineering and Applied Sciences from August 2019 through January 2022. Mr. Blankenship served as Chief Executive Officer of Arconic from January 2018 through February 2019. During Mr. Blankenship’s 24-year career with General Electric Company (“GE”), he held significant leadership roles including Chief Executive Officer of GE Appliances, a Haier Company, from June 2016 through July 2017, and President and Chief Executive Officer of GE Appliances from December 2011 through June 2016. Mr. Blankenship also served as Sr. Vice President of Haier Group from June 2016 until December 2017. William “Bill” F. Lacey: Chief Financial Officer since May 2023. Prior to joining Woodward, Mr. Lacey served as Vice President of Finance, Books and Kindle Content at Amazon, Inc. from 2022 to 2023. Prior to joining Amazon, Mr. Lacey served as President and CEO of GE Lighting, a division of Savant Systems, Inc. (“Savant”) from 2020 to 2022, and President and CEO of GE Lighting at General Electric Company (“GE”) from 2016 to 2020, at which time GE Lighting was acquired by Savant. During his 28-year career with GE, Mr. Lacey also served as President and CFO of GE Home & Business Solution Lighting from 2011 to 2016, CFO of GE Healthcare Medical Diagnostic from 2007 to 2011, and as CFO of GE Wind Energy from 2002 to 2005. Thomas G. Cromwell: Chief Operating Officer since February 2019. Prior to joining Woodward, Mr. Cromwell was employed at Kohler Co., Inc. for 10 years, where he served as Group President, Power from 2014 to 2019, President, Global Engines from 2012 to 2014, and President, Gasoline Engines from 2009 to 2012. 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 from 2001 to 2007, where he served as Vice President, General Counsel and Secretary. Randall “Randy” L. Hobbs: President, Industrial since December 2022. Prior to joining Woodward, Mr. Hobbs was employed by General Electric Company for 33 years, most recently serving as Senior Executive Director, Rotating Parts & Compressor Airfoils from 2013 to 2022, and General Manager, Supply Chain Strategy Leader from 2011 to 2013. Prior to 2011, Mr. Hobbs held roles of increasing responsibility with GE Aviation and GE Transportation since joining GE in 1989. Terence “Terry” J. Voskuil: President, Aerospace since October 2022; President, Aircraft Turbine Systems from February 2021 through October 2022; 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. Prior to this role, Mr. EXECUTIVE OFFICERS Voskuil held varying engineering roles with increasing responsibility in the Aircraft Turbine Systems group since joining Woodward in 1989. Information About Our Other Officers

  36. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    | NAME(1) | AGE | POSITION(S) WITH WOODWARD | | Paul P. Benson | 59 | Corporate Vice President, Human Resources | | W. John Godsman | 54 | Corporate Vice President, Strategy and Business Development | | Matteo R. Pisciotta | 51 | Corporate Vice President, Global Sourcing |

  37. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    (1) There are no family relationships between any of the corporate officers listed below or between any of the corporate officers listed below and the aforementioned executive 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 to 2014, most recently serving as Senior Human Resources Director, Transformation. W. John Godsman: Corporate Vice President, Strategy and Business Development since May 2022. Prior to joining Woodward, Mr. Godsman was employed at General Electric Company from 2010 to 2022, were he served as Vice President, Global Head of Business Development from 2019 to 2022, Vice President, Business Development, GE Aviation from 2018 to 2019, and the Business Development Leader for GE Aviation from 2010-2018 and GE Transportation from 2016 to 2018. Matteo R. Pisciotta: Corporate Vice President, Global Sourcing since August 2019. Prior to joining Woodward, 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, where he served as Vice President, Global Procurement and Supply Chain from 2009 to 2016. 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 2022 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 regarding this proposal is non-binding, we value continuing and constructive feedback from our stockholders on compensation and other important matters. The Board and the Human Capital & Compensation Committee will consider the voting results when making future compensation decisions. 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 encourage long-term stock ownership by our executive officers with award features, such as pro rata vesting on annual equity award tranches beginning on the first anniversary of the grant date. • Our annual incentive compensation plans in fiscal year 2023 were aligned to financial measures and strategic objectives for the Company, with a strong emphasis on financial measures. • We establish total compensation (base salary, short-term cash incentives, and long-term incentives) for each NEO that is competitive with total compensation for executives in comparable positions at companies in our compensation peer group. • We place a strong emphasis on variable, performance-based compensation that is designed so that the payout opportunity is directly linked to the achievement of pre-determined financial performance metrics, with upside opportunity for exceeding the pre-determined goals. • In light of our fiscal year 2023 financial results, we believe that the compensation awarded to our NEOs in fiscal year 2023 was aligned with our financial performance for the reasons discussed under the caption “Compensation Discussion and Analysis — Elements of Compensation — 2023 NEO Target Pay Mix.” • We have stock ownership guidelines that generally require our CEO to hold shares of our common stock and certain equity awards equal to 5 times annual base salary; our CFO, COO and Business Group Presidents to hold shares of our common stock equal to 3 times annual base salary; and our Corporate Vice Presidents to hold shares of our common stock equal to 2 times annual base salary, other than in special circumstances as may be determined by the Human Capital & Compensation Committee. Our stock ownership guidelines are described in more detail below under the caption “Compensation Discussion and Analysis — Stock Ownership Guidelines.” 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. 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 2023 Annual Meeting of Stockholders, is hereby APPROVED.” PROPOSAL 2 – ADVISORY RESOLUTION REGARDING THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS

  38. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    | Your Board unanimously recommends that you vote “FOR” this advisory resolution. |

  39. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    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 2023. 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 2023, our NEOs were:

  40. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    | NAME | PRINCIPAL POSITION DURING FISCAL YEAR 2023 | | Charles P. Blankenship, Jr. | Chairman, Chief Executive Officer and President | | William F. Lacey(1) | Chief Financial Officer | | Thomas G. Cromwell | Chief Operating Officer | | A. Christopher Fawzy | Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | | Randall L. Hobbs(2) | President, Industrial | | Mark D. Hartman(3) | Former Chief Financial Officer | | Sagar A. Patel(4) | Former President, Engine Systems | | Roger A. Ross(5) | Former Senior Vice President, Missiles & Space |

  41. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    (1) Mr. Lacey joined the Company on May 8, 2023 as Chief Financial Officer, replacing Mr. Hartman. (2) Mr. Hobbs joined the Company on December 5, 2022 as President, Industrial. (3) Mr. Hartman departed the Company on May 8, 2023. (4) Mr. Patel departed the Company on October 18, 2022. (5) Mr. Ross departed the Company on May 26, 2023. Executive Summary Fiscal 2023 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 17, 2023, we reported our financial results for fiscal year 2023, which included the following: • Net sales for fiscal year 2023 were $2.91 billion, compared to $2.38 billion in fiscal year 2022. • Net earnings for fiscal year 2023 were $232 million, or $3.78 per diluted share, compared to $172 million, or $2.71 per diluted share, in fiscal year 2022. Adjusted net earnings were $259 million, or $4.21 per share, compared to adjusted net earnings of $174 million, or $2.75 per share. In fiscal 2023, the Company delivered strong results driven by robust demand across our aerospace and industrial end markets as well as improved operational performance. Our Aerospace business continued to perform well throughout the year. In the second half of the year, our Industrial business began to realize the benefits from our strategic investments in operational excellence including reduced complexity, improved productivity, and increased output. These sustainable improvements supported double digit revenue growth and significant margin expansion. 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 performance metrics and rigorous performance goals that are aligned with our business strategy and long-term stockholder value creation. The key elements of our executive compensation program are as follows:

  42. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    | Key Elements of our Executive Compensation Program | | | Base Salary • Fixed compensation for our NEOs • Designed to attract and retain talent, supporting a consistent, stable leadership team | Long-Term Cash Incentive Compensation • Performance-based, cash payout at the end of a three-year period • Target opportunities for our NEOs range from 25% to 50% of base salary at target level performance • Payouts based on our performance under two key financial related metrics (Return on Capital and Net EPS Growth), measured on a relative basis as compared to the S&P MidCap 400 Index • Designed to incentivize and reward NEOs to achieve multi-year strategic goals | | Short-Term Incentive Compensation (the EIP) • Annual, performance-based cash payment • The Enterprise Incentive Plan (“EIP”) target opportunities for our NEOs typically range from 65% to 115% of base salary at target level performance • Payouts are typically based on the achievement of specific, rigorous financial and operational/strategic performance metrics • Designed to drive achievement of our short-term goals | Long-Term Equity Incentive Compensation • Annual awards in the form of non-qualified stock options (“stock options”) and restricted stock units (“RSUs”) • Exercise price of stock options equal to the closing price of Company stock on the effective date of grant • Time-based vesting for equity awards • Designed to incentivize and reward NEOs to achieve multi-year strategic goals and to deliver sustained long-term value to stockholders; critical tool to attract and retain talent |

  43. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    In addition, the executive compensation program for NEOs includes health and welfare benefits, a non-qualified deferred compensation program, defined contribution retirement plans, severance and 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 2023 executive compensation policies and practices:

  44. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    | What We Do | | |  | Significant portion of executive compensation is at-risk based on corporate and/or stock price performance | |  | Annual review and approval of our executive compensation strategy | |  | Robust peer compensation group adopted on an annual basis, and then used to evaluate the market-competitiveness of our compensation | |  | Independent compensation consultant engaged by the Human Capital & Compensation Committee | |  | All members of the Human Capital & Compensation Committee are independent directors under applicable rules | |  | Cash and equity incentives are subject to corporate and/or stock price performance | |  | Multi-year vesting periods for employee equity awards | |  | Capped short- and long-term cash incentive plans | |  | Limited and modest perquisites | |  | Annual risk assessment of our executive compensation program | |  | Clawback policy on incentive-based compensation (cash and equity) | |  | Stock ownership guidelines for executive officers and directors | | What We Don’t Do | | |  | No tax gross-ups for change in control related payments | |  | No hedging, pledging or short selling of Woodward stock by our directors or by any Woodward employee, including NEOs | |  | No strict benchmarking of compensation to a specific percentile of our peer group | |  | No repricing of any stock options without stockholder approval | |  | No employment contracts with any NEO |

  45. Changes to Non-Employee Director Compensation for Fiscal Year 2024

    Compensation Process Compensation Philosophy and Strategy To promote the creation of long-term stockholder value and the achievement of Company objectives, our executive compensation philosophy is designed to: • attract, retain and motivate superior talent who exemplify the philosophies and values expressed in the Company’s Constitution; • maintain a market-based strategy that provides a competitive total compensation opportunity, without strictly benchmarking compensation to a specific percentile of our peer group; • align the interests of our executive officers and employees with those of our stockholders by using equity-based and other incentive compensation to motivate executive officers to achieve multi-year strategic goals and deliver sustained long-term stockholder value; align compensation programs with our vision, key business strategies and financial performance drivers, while maintaining an appropriate balance between short- and long-term rewards; and focus on pay-for-performance by ensuring that a significant portion of total compensation opportunity is variable compensation that directly ties to Company performance. Our variable compensation plans are designed so that the payout opportunity is directly linked to the achievement of challenging yet attainable pre-determined financial metrics and other objectives. Company performance significantly influences the total compensation received by our executives. Consideration of Stockholder Say-on-Pay Vote In January 2023, our stockholders voted on an advisory resolution regarding the compensation of our named executive officers, which was approved by 92.5% of the votes cast on the proposal (the “say-on-pay proposal”). The Human Capital & 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 Human Capital & 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 Human Capital & Compensation Committee The Human Capital & Compensation Committee annually: • determines our CEO’s compensation by evaluating his performance against a set of objectives through a defined process led by the Human Capital & Compensation Committee Chairperson, involving all independent Board members; • determines the compensation arrangements for our other executive officers; • reviews and reassesses our executive compensation program, including the performance of an annual risk assessment; • reviews and approves the plan design and performance metrics for our variable incentive plans; • reviews, approves and administers our equity compensation plans; and • approves and/or delegates approval of individual equity grants. For additional information about the Human Capital & Compensation Committee, see “Board Meetings and Committees—Human Capital & Compensation Committee” in this proxy statement. In making executive compensation decisions for fiscal year 2023, the Human Capital & Compensation Committee sought the assistance of its then-incumbent independent compensation consultant, Aon, as well as our CEO and our management team (except with respect to their own compensation). The Human Capital & Compensation Committee reviewed the cash and equity compensation and other compensation components for our executive officers to ensure they would be properly incentivized and rewarded for their and the Company’s performance. No employees were present during the discussion of their own compensation. Role of Management In order to implement compensation programs for fiscal year 2023 that align with appropriate Company performance goals and strategic direction, the Human Capital & Compensation Committee worked 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 facilitated the alignment process by: • reviewing comparative benchmarking compensation data provided by Aon for our NEOs; evaluating NEO performance (with the exception of our CEO); making recommendations to the Human Capital & Compensation Committee regarding variable incentive plan design and performance metrics that consider the Company’s objectives and strategy; and • making recommendations to the Human Capital & Compensation Committee regarding all elements of compensation of the NEOs (with the exception of the CEO). All decisions regarding executive compensation are ultimately made by the Human Capital & Compensation Committee. Management provided 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 Human Capital & Compensation Committee, the CEO, CHRO and General Counsel regularly attend Human Capital & Compensation Committee meetings. The Human Capital & Compensation Committee also meets as needed without any members of management present. Role of the Compensation Consultant

  46. The Human Capital & Compensation Committee Changed Compensation Consultants During Fiscal Year 2023

    The Human Capital & Compensation Committee Changed Compensation Consultants During Fiscal Year 2023 Aon served as the compensation consultant through February 2023. As the then-incumbent compensation consultant, Aon reviewed and advised on all principal aspects of the Company’s executive compensation program for fiscal year 2023, including the specific compensation recommendations for then executive officers. In February 2023, the Committee appointed FW Cook as its compensation consultant, replacing Aon in such capacity. FW Cook reviewed and advised on the executive compensation program after its appointment as compensation consultant.

  47. Services Provided by the Compensation Consultant to the Human Capital & Compensation Committee

    Services Provided by the Compensation Consultant to the Human Capital & Compensation Committee The Human Capital & Compensation Committee recognizes the value in procuring independent, objective expertise and counsel in connection with fulfilling its duties, and pursuant to its charter, the Human Capital & 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 2023, the Human Capital & Compensation Committee engaged Aon to review our executive compensation policies and practices. The Committee believes that Aon had a well-developed understanding of our business, and was well positioned to provide objective guidance on our fiscal year 2023 compensation and incentive plans that were aligned with and reinforced our strategies and goals. Since its appointment, FW Cook has contributed numerous impactful and substantive modifications to the Company’s executive compensation program, particularly with respect to the redesign of the Company’s LTI Plan as of fiscal year 2024.

  48. Compensation Consultant Independence

    Compensation Consultant Independence The Human Capital & Compensation Committee annually reviews the objectivity and independence of the advice provided by its compensation consultant on executive compensation matters. The Human Capital & Compensation Committee has evaluated the engagements of both Aon and FW Cook, 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 listing rules, and such other factors as were deemed relevant under the circumstances, has determined that its relationship with Aon and FW Cook, and the work of Aon and FW Cook on behalf of the Human Capital & Compensation Committee, did not raise any conflict of interest, and that Aon was independent and FW Cook is independent. 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 Human Capital & Compensation Committee. The companies included in our compensation peer group are selected based on a combination of multiple comparative factors, as summarized below.

  49. Compensation Consultant Independence

    | Competitors for Business and/or Employee/ Executive Talent; Similar Markets Served | Similar in Size to Woodward | | • Industrial companies in the following sub-industries to align with competitors for business and executive / employee talent: Industrial Machinery, Aerospace and Defense, and Electrical Components or Equipment • To align with Woodward’s business focus, companies that primarily serve Aerospace and Defense, Industrial, and/or Energy markets • Companies with global operations to align with Woodward’s profile | • Primary Metric: Companies with revenues equal to 0.4x to 2.5x Woodward’s revenues • Secondary Metrics: Companies with operating income equal to 0.3x to 3.0x Woodward’s, and market capitalizations equal to 0.4x to 4.0x Woodward’s, noting that the range is wider than the revenue range due to increased volatility in these metrics |

  50. Compensation Consultant Independence

    Based on its annual review, the Human Capital & Compensation Committee determined it was appropriate to make changes to the companies comprising the compensation peer group for fiscal year 2023 pay and performance comparisons. Specifically, Ametek, Inc. was removed because it no longer fit within the operating income and market capitalization ranges used by the Human Capital & Compensation Committee to select peer group companies. Howmet Aerospace, Inc. was added because it is an aerospace and defense company that fits within the financial ranges used to identity other peer companies and has a global presence. The companies comprising the fiscal year 2023 compensation peer group are summarized below. Woodward’s revenues at the time of approval of this peer group were positioned around the competitive 36thth percentile of the peer group.

  51. Compensation Consultant Independence

    | FISCAL YEAR 2023 COMPENSATION PEER GROUP | | | | Aerojet Rocketdyne Holdings | Graco Inc. | Kennametal Inc. | | Barnes Group Inc. | Hexcel Corporation | Moog Inc. | | Crane Co. | Howmet Aerospace, Inc. | Nordson Corporation | | Curtiss-Wright Corporation | Hubbell Inc. | Sensata Technologies Holding plc | | Donaldson Company, Inc. | IDEX Corporation | Teledyne Technologies, Inc. | | Flowserve Corp. | ITT Inc. | The Timken Company |

  52. Compensation Consultant Independence

    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 Human Capital & Compensation Committee considers quantitative comparative data from our compensation peer group in determining each element of compensation for each NEO. As an additional market reference point, the Human Capital & Compensation Committee also reviews national, general industry survey data scoped based on each NEO’s functional role and revenue responsibility. All comparative market data that the Human Capital & Compensation Committee considered was provided by Aon based on commercial data sources. While the compensation consultant presents the Human Capital & 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 Human Capital & Compensation Committee also considers other qualitative factors in its compensation determination process. Such factors are considered holistically and include: • our compensation philosophy, which provides guiding principles and broad direction; • the executive’s performance, knowledge, skills, abilities, potential, and significant contributions to the Company and impact to shareholder value; • internal equity; and • the cumulative impact of our retention efforts over the course of the individual’s career. Elements of Compensation Fiscal 2023 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 Human Capital & 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. For fiscal year 2023, our currently employed NEOs had the following target pay mix, which reflects our pay-for-performance philosophy: Base Salary Base salary is the only fixed component of our NEOs’ total 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 Human Capital & Compensation Committee based on our compensation philosophy and strategy. Salary changes for our NEOs are typically approved by the Human Capital & Compensation Committee in September and generally take effect in January each year. Short-Term Incentive Compensation Effective for fiscal year 2023, the Human Capital & Compensation Committee redesigned the Company’s broad-based short-term incentive program (previously known as the “Woodward Variable Incentive Plan” or “WVIP”) to more closely link pay with performance for employees at all levels across the enterprise based on work that each individual engages in on a day-to-day basis. The redesigned short-term incentive program consists of two plans: (i) the Operational Incentive Plan (the “OIP”), over which the Board has delegated oversight authority to the Company’s management, and (ii) the Enterprise Incentive Plan (the “EIP”), over which the Human Capital & Compensation Committee retains oversight authority consistent with its previous oversight of the WVIP. All our executive officers participate in the EIP only, and as such the following discussion is focused solely on the EIP. 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 annual performance-based cash incentive opportunities to our NEOs and all other EIP participants. This compensation is typically earned based on our performance against specified performance metrics and rigorous targets that are established by the Human Capital & Compensation Committee at the beginning of the fiscal year. The performance metrics are 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.

  53. Fiscal Year 2023 EIP Performance Metrics, Targets and Actual Performance

    Fiscal Year 2023 EIP Performance Metrics, Targets and Actual Performance The EIP performance metrics and targets reflect rigorous targets focused on key business success factors that drive performance and challenge our management to achieve higher financial and operational performance at the enterprise level. For the fiscal year 2023 EIP target payout mix, 80% was based on Woodward financial performance and 20% was based on Company achievement of key strategic objectives. The specific EIP performance metrics and targets approved by the Human Capital & Compensation Committee for fiscal year 2023 are outlined below, including their (i) relative weighting, (ii) threshold, target and maximum performance levels, and (iii) actual performance. The performance metrics were established so as to set challenging yet attainable targets. These metrics and targets were applicable to all EIP participants, including the NEOs.

  54. Fiscal Year 2023 EIP Performance Metrics, Targets and Actual Performance

    | SPECIFIC PERFORMANCE METRIC | WEIGHTING(%) | THRESHOLD | TARGET | MAXIMUM | ACTUAL | | Woodward Adjusted Earnings Per Share($) | 40 | $2.80 | $3.50 | $3.85 | $4.21 | | Woodward Adjusted Free Cash Flow($) | 40 | $150M | $225M | $275M | $238M | | Strategic Measure - Safety(1) | 10 | 90% | 100% | — | 100% | | Strategic Measure - D&I(1) | 10 | 90% | 95% | 100% | 98.90% |

  55. Fiscal Year 2023 EIP Performance Metrics, Targets and Actual Performance

    1) See explanation under Strategic Metrics, below.

  56. Fiscal Year 2023 Compensation Under the EIP

    | NEO | TARGET AS A % OF BASE SALARY(1) | TARGET AMOUNT ($) | ACTUAL PAYOUT AS A % OF BASE SALARY | ACTUAL PAYOUT ($) | | Charles P. Blankenship | 115 | 1,265,000 | 170 | 1,872,200 | | William F. Lacey(2) | 75 | 143,870 | 111 | 212,928 | | Thomas G. Cromwell | 75 | 487,136 | 111 | 720,962 | | A. Christopher Fawzy | 65 | 329,552 | 96 | 487,738 | | Randall L. Hobbs(2) | 75 | 337,067 | 111 | 498,860 | | Mark D. Hartman | 70 | 225,212 | 102 | 327,809 | | Sagar A. Patel | 65 | 29,480 | 96 | 43,630 | | Roger A. Ross | 65 | 146,131 | 83 | 197,876 |

  57. Fiscal Year 2023 Compensation Under the EIP

    1) For purposes of the EIP, “base salary” means eligible base wages earned during the applicable year. 2) Messrs. Lacey and Hobbs began their employment with the Company at different times during the fiscal year. On an annualized basis, Mr. Lacey’s target EIP payout for fiscal year 2023 would have been $393,750, and Mr. Hobbs’ target EIP payout for fiscal year 2023 would have been $427,500. Long-Term Incentive Compensation Our Long-Term Incentive Compensation Plan (the “LTI Plan”) for fiscal year 2023 consisted of two elements: • long-term equity compensation in the form of stock options and RSUs; and • long-term cash compensation (“Cash LTI”). We continuously evaluate our long-term incentive compensation philosophy and practices. Historically, we utilized stock options as the sole equity component of the LTI Plan. For fiscal year 2023, we determined to also award RSUs based on prevalent market practices. All employees who received the annual equity award for fiscal year 2023 received an award comprised of both stock options and RSUs. The Human Capital & Compensation Committee has determined that these equity award forms are more 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. These equity grants, together with the Cash LTI plan, incent long-term financial performance that supports the achievement of key strategic goals and growth in the Company’s stock price.

  58. Long-Term Equity Compensation

    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 performance, and aligns the interests of our executive officers with those of our stockholders. Additionally, equity awards are an important tool to motivate and retain our executive officers. The grant date fair value of the fiscal year 2023 annual equity award for all NEOs who received such an award was weighted at 80% stock options and 20% RSUs. Stock options are aligned with stockholder interests because the participant does not benefit from the award unless there is shareholder value creation (i.e., an increase in the stock price) after the date of grant. The value of the RSU awards is directly tied to the performance of the Company's stock price, which aligns the interests of participants with the long-term success of the Company. The Human Capital & Compensation Committee, in consultation with our CEO (other than with respect to himself) and our compensation consultant, approves a grant date fair value for the equity compensation awards for each NEO, 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 was calculated by Aon as of market close two business days prior to the grant date. The exercise price of the stock option awards is equal to the closing price as quoted on Nasdaq on the grant date. For fiscal year 2023, the stock options and RSUs granted to Messrs. Blankenship, Cromwell, Fawzy, Hartman, Patel and Ross under our regular annual equity compensation program will vest over four years at the rate of 25% per year. The stock options had an exercise price of $83.24. Mr. Hobbs joined the Company on December 5, 2022, and Mr. Lacey joined the Company on May 8, 2023, and as such neither received an equity grant under our regular annual equity compensation program. Upon their respective hires, Mr. Hobbs and Mr. Lacey received equity grants comprised of both stock options and RSUs, in addition to other sign-on incentives, as detailed below in “Mr. Hobbs’ Compensation” and “Mr. Lacey’s Compensation”, respectively. The equity awards granted to our NEOs under our regular annual equity compensation program in fiscal year 2023 were as follows:

  59. Long-Term Equity Compensation

    | NAME | NUMBER OF OPTIONS(#) | NUMBER OF RSUs(#) | GRANT DATE FAIR VALUE($) | | Charles P. Blankenship, Jr. | 95,288 | 10,423 | 4,034,311 | | William F. Lacey(1) | — | — | — | | Thomas G. Cromwell | 31,181 | 3,411 | 1,320,168 | | A. Christopher Fawzy | 13,555 | 1,483 | 573,918 | | Randall L. Hobbs(1) | — | — | — | | Mark D. Hartman | 18,091 | 1,979 | 765,949 | | Sagar A. Patel | 12,134 | 1,327 | 513,708 | | Roger A. Ross | 12,343 | 1,350 | 522,568 |

  60. Long-Term Equity Compensation

    1) As noted above, Messrs. Lacey and Hobbs joined the Company after the beginning of our fiscal year 2023, and as such did not receive an equity grant under our regular annual equity compensation program.

  61. Long-Term Cash Compensation

    Long-Term Cash Compensation To balance long-term incentives based on share price growth and to drive financial performance, we also granted 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 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:

  62. Long-Term Cash Compensation

    | Cash LTI Metric | WEIGHTING | How is it Calculated? | Why is it Included? | | Return on Capital | 50% | Net income, adjusted for accounting changes and after-tax interest expense, divided by the sum of total debt, stockholder’s equity, and any non-controlling interest. | Return on Capital is a return measure that focuses management’s attention on allocating capital efficiently to generate a return in excess of the cost of capital, relative to other companies’ abilities to do the same. | | Net EPS Growth | 50% | Net income, adjusted for accounting changes, if any, divided by fully diluted common shares outstanding. Is compared to a baseline EPS to calculate the growth in diluted EPS during such cycle. | Net EPS Growth is an indicator of profitability, revenue generation and expense control that is aligned with our share price. Net EPS Growth shows management’s ability to grow the business profitably and sustainably. Relative Net EPS Growth shows management’s specific contribution, not just broader market effects (i.e., growing EPS faster or slower than the companies in the index). |

  63. Long-Term Cash Compensation

    How Performance is Measured The Human Capital & Compensation Committee has approved a relative measurement 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 Human Capital & Compensation Committee generally established 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 Human Capital & Compensation Committee established 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 were set at levels that reflect the Human Capital & Compensation Committee’s desired 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 2021-2023 target Cash LTI payout is set forth below in “Fiscal 2021-2023 Cash LTI Payout for our NEOs”. 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:

  64. Long-Term Cash Compensation

    | PERFORMANCE | PAYOUT | | At 50th percentile | 50% of target | | At 60th percentile | 100% of target | | At 75th percentile | 200% of target |

  65. Long-Term Cash Compensation

    The above payout formula applies to each of the two performance measures, which are weighted equally and measured independently from the other. If performance is below the 50th percentile, no award will be earned or paid as it relates to that performance measure. Award amounts are interpolated for performance results between the above percentiles. Performance at the 60th percentile is necessary to earn a payout of 100% of target as it relates to that measure. The maximum award that can be earned for performance at or above the 75th percentile is 200% of target as it relates to that measure. Our Performance During the Fiscal 2021-2023 Cycle Payouts for the fiscal year 2021-2023 cycle were based on the following performance levels:

  66. Long-Term Cash Compensation

    | METRIC | WEIGHTING (%) | COMPANY PERFORMANCE | ACTUAL PAYOUT AS A % OF TARGET | | Return on Capital | 50 | 49.8th Percentile | 0 | | Growth in Earnings per Share | 50 | 33.3rd Percentile | 0 | | Total | | | 0 |

  67. Long-Term Cash Compensation

    Fiscal 2021-2023 Cash LTI Payout for our NEOs As reflected in the table above, the Company’s performance against each Cash LTI performance metric for the fiscal year 2021-2023 cycle was below the threshold level of performance, and no Cash LTI payouts were paid to any Cash LTI participant for such cycle. We believe this result demonstrates the rigor of our goal-setting and the strong pay-for-performance alignment of the Cash LTI. For the fiscal year 2021-2023 Cash LTI cycle, targets and actual payouts are detailed in the following table:

  68. Long-Term Cash Compensation

    | NEO | TARGET CASH LTI AWARD AS % OF 2021 BASE SALARY | ACTUAL AWARD AS % OF 2021 BASE SALARY | TARGET AMOUNT ($) | ACTUAL AWARD ($) | | Charles P. Blankenship, Jr. | 50 | 0 | 183,333 | 0 | | William F. Lacey(1) | — | — | — | — | | Thomas G. Cromwell | 40 | 0 | 236,800 | 0 | | A. Christopher Fawzy | 25 | 0 | 115,250 | 0 | | Randall L. Hobbs(1) | — | — | — | — | | Mark D. Hartman(2) | 20 | 0 | 98,222 | 0 | | Sagar A. Patel(2) | 31.67 | 0 | 105,490 | 0 | | Roger A. Ross(3) | 23.00 | 0 | 117,577 | 0 |

  69. Long-Term Cash Compensation

    (1) Messrs. Lacey and Hobbs did not participate in the 2021-2023 Cash LTI cycle, because their respective 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). (2) The target Cash LTI award as a % of 2021 base salary for Messrs. Hartman and Patel reflect a blended average, as they experienced changes to their respective target Cash LTI award percentages during the performance cycle. (3) Mr. Ross did not participate in the first year of the 2021-2023 cycle because his employment with the Company began following the commencement of the performance cycle. Changes to Long-Term Incentive Compensation Program for Fiscal Year 2024 The Human Capital & Compensation Committee engaged in a comprehensive review of the Company’s LTI plan over the past year and determined to redesign the plan effective as of fiscal year 2024. The Human Capital & Compensation Committee specifically considered the following: the Company’s need to attract and retain talent; the alignment between the LTI plan and the Company’s long-term objectives; governance factors; alignment with stockholders; market data; and perspectives of key stakeholders. The fiscal year 2024 LTI plan design is intended to enhance the plan’s pay-for-performance based structure. FW Cook provided significant input and guidance on the plan design. With respect to the Company's NEOs, specific design elements effective for the fiscal year 2024 LTI plan include: • The 2024 LTI award is comprised of two equal parts: o 50% time-based equity that generally vests subject to continued service to the Company; and o 50% performance-based equity that vests based on the achievement of goals for total shareholder return (“TSR”) and generally vests subject to continued service to the Company (see below for more detail) • Time-based equity (applies to all employee participants) o NEOs and all other employees who receive an annual equity award had the opportunity to elect on an annual basis whether their annual time-based equity grant will be comprised of (i) 100% stock options, (ii) 100% RSUs, or (iii) 50% stock options and 50% RSUs o Stock options will vest over a period of four years from the grant date at the rate of 25% per year, generally subject to continued service to the Company (no change from prior year) o RSUs will now vest over a period of three years from the grant date at the rate of 33.33% per year, generally subject to continued service to the Company • Performance-based equity, which will replace the Cash LTI program, will be awarded in the form of performance share units ("PSUs"), with performance measured over a three-year period based on the achievement of TSR relative to the companies in the S&P MidCap 400 Index • In the event of a change in control, all equity award agreements now provide for accelerated vesting only upon a qualifying termination within a specified time period relative to the change in control (i.e., a "double trigger") Mr. Blankenship's Compensation On May 2, 2023, the Human Capital and Compensation Committee extended, for an additional 12-month period, the relocation benefits previously approved for Mr. Blankenship. Effective upon Mr. Blankenship’s appointment as CEO on May 9, 2022, and in order to accommodate a transition period for Mr. Blankenship and his family to relocate to the Fort Collins, Colorado area, the Human Capital and Compensation Committee previously authorized certain limited relocation benefits to Mr. Blankenship, which included the reimbursement of his commute between his current state of residence and Fort Collins, Colorado, as well as temporary housing, in each case for up to 12 months from his employment start date (the “Relocation Benefits”). To enable Mr. Blankenship to remain focused on his responsibilities to the Company, without increased distraction associated with a relocation process that has been delayed due to circumstances beyond Mr. Blankenship’s control, the Human Capital and Compensation Committee authorized an extension of the Relocation Benefits, which will now expire on May 9, 2024. Mr. Lacey’s Compensation

  70. Sign-On Incentives

    Sign-On Incentives Mr. Lacey received, as sign-on incentives, a one-time $400,000 cash payment (which he would be obligated to reimburse if he voluntarily resigns from the Company within two years of his employment start date), as well as a one-time equity sign-on incentive. In determining the value and form of the sign-on incentive awards, the Human Capital & Compensation Committee considered factors including Mr. Lacey’s historical compensation arrangements, market practice, and retention objectives. The equity sign-on incentive award consisted of a one-time equity grant representing a grant date fair value of $1,200,000, comprised of $720,000 in RSUs and $480,000 of grant date fair value in stock options. Specifically, Mr. Lacey received on August 21, 2023 5,768 RSUs, all of which will cliff vest three years from the grant date, and 8,293 stock options with an exercise price equal to $124.82, the closing price of the Company’s stock as quoted on Nasdaq on such date. All the stock options will vest over four years at the rate of 25% per year.

  71. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Pursuant to the terms of Mr. Hobbs’ offer letter, his total annual target long-term incentive compensation for fiscal year 2023 was $710,000. This amount was delivered to Mr. Hobbs under the LTI Plan through an equity grant on his employment start date, with a grant date fair value of $710,000 (such grant, the “Hobbs FY23 Annual LTI Equivalent Award”). The Hobbs FY23 Annual LTI Equivalent Award was comprised of $276,080 in RSUs and $433,920 in stock options. Specifically, Mr. Hobbs received 10,181 stock options on December 5, 2022, with an exercise price equal to $96.30, the closing price of the Company’s stock as quoted on Nasdaq on such date, and 2,867 RSUs. All equity awards in the Hobbs FY23 Annual LTI Equivalent Award have a vesting schedule over four years at the rate of 25% per year. Mr. Hobbs was not entitled to any amounts under the fiscal year 2021-2023 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).

  72. Sign-On Incentives

    The Board recently updated 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 generally required within 60 months of the date such person becomes subject to the updated guidelines. If after the 60 month accumulation period a subject person has either not achieved the ownership requirement or falls below the ownership requirement, then, until the holding target is achieved (or re-achieved), that person would be required to (i) retain at least 75% of net shares acquired upon any future vesting of equity awards (including RSUs and PSUs) and/or exercise of stock options, in each case after deducting shares used to pay applicable taxes and/or exercise price, and (ii) denominate in Woodward stock 100% of compensation thereafter deferred into the EBP, if any.

  73. Sign-On Incentives

    All direct holdings (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), as well as the value of unvested time-based restricted share units (RSUs), are included for purposes of calculating stock ownership value. Under the updated guidelines, unexercised and vested “in the money” stock options are no longer included in the calculation of stock ownership value. Officers and directors are deemed to be in compliance with the policy provided the individual (i) has been subject to the updated ownership requirement for less than five years, (ii) has achieved the stated ownership value for the individual’s role, or (iii) is abiding by the retention requirement described above. The Human Capital & 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. 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. Clawback Policy The Human Capital & Compensation Committee maintains a Clawback Policy that is designed to enable the Company to recover erroneously awarded incentive-based compensation in the event that the Company is required to prepare an accounting restatement. The policy is designed to comply with, and to be interpreted in a manner consistent with, Section 10D of the Exchange Act, SEC Rule 10D-1, and with the Nasdaq listing rules. Under the policy, in the event of an accounting restatement due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement to correct a material error in previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period, the Company must recover erroneously awarded incentive-based compensation previously paid to the Company’s executive officers in accordance with the terms of such Clawback Policy. Furthermore, under the policy, the Company is prohibited from indemnifying any executive officer or former executive officer against the loss of erroneously awarded incentive-based compensation and from paying or reimbursing an executive officer for purchasing insurance to cover any such loss. A copy of the Clawback Policy can be found on our website at http://ir.woodward.com/governance. Human Capital & 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. Human Capital & 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 Human Capital & Compensation Committee is charged with certain responsibilities relating to compensation of the Company’s executive officers. The Human Capital & 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. Human Capital & Compensation Committee determinations are presented to the Board. The Human Capital & Compensation Committee also fulfills its duties with respect to the Compensation Discussion and Analysis and Human Capital & Compensation Committee Report portions of the proxy statement, as described in the Human Capital & Compensation Committee’s charter. The Human Capital & 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 Human Capital & Compensation Committee. The Human Capital & Compensation Committee met with management of the Company and the Human Capital & Compensation Committee’s outside consultant to review and discuss the Compensation Discussion and Analysis. The Human Capital & 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 2023 Annual Report on Form 10-K with the management of the Company. Based on such review and discussions, the Human Capital & Compensation Committee recommended to the Board that the Compensation Discussion and Analysis be included in this proxy statement and the Company’s 2023 Annual Report on Form 10-K, and the Board approved that recommendation.

  74. Sign-On Incentives

    | NAME AND PRINCIPAL POSITION DURING FISCAL YEAR 2023 | FISCAL YEAR | SALARY ($)(1) | BONUS ($) | STOCK AWARDS ($)(2) | OPTION AWARDS ($)(3) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(4) | ALL OTHER COMPENSATION ($)(5) | TOTAL($) | | Charles P. Blankenship, Jr. | 2023 | 1,100,000 | — | 874,561 | 3,159,750 | 1,872,200 | 609,025 | 7,615,536 | | Chairman, Chief Executive Officer and President(6) | 2022 | 401,923 | 1,000,000 | 3,402,564 | 1,920,010 | 0 | 259,764 | 6,984,261 | | William F. Lacey | 2023 | 191,827 | 400,000 | 719,962 | 440,607 | 212,928 | 105,942 | 2,071,266 | | Chief Financial Officer(7) | | | | | | | | | | Thomas G. Cromwell | 2023 | 649,515 | — | 286,206 | 1,033,962 | 720,962 | 74,178 | 2,764,823 | | Chief Operating Officer | 2022 | 624,558 | — | — | 1,247,400 | 134,976 | 74,567 | 2,081,501 | | | 2021 | 596,554 | — | — | 2,023,271 | 256,850 | 43,258 | 2,919,932 | | A. Christopher Fawzy | 2023 | 507,004 | — | 124,434 | 449,484 | 487,738 | 58,020 | 1,626,678 | | Corporate Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer(8) | 2022 | 520,944 | — | — | 516,600 | 65,694 | 56,309 | 1,159,547 | | Randall L. Hobbs | 2023 | 459,423 | 700,000 | 4,301,713 | 396,041 | 498,860 | 2,589,439 | 8,945,476 | | President, Industrial(9) | | | | | | | | | | Mark D. Hartman | 2023 | 321,731 | — | 166,052 | 599,898 | 327,809 | 1,007,957 | 2,423,445 | | Former Chief Financial Officer(10) | 2022 | 491,544 | — | — | 630,000 | 53,748 | 47,437 | 1,222,729 | | Sagar A. Patel | 2023 | 45,354 | — | 111,344 | 402,363 | 43,630 | 1,181,616 | 1,784,308 | | Former President, Engine Systems(11) | 2022 | 545,867 | — | — | 495,600 | 40,618 | 141,061 | 1,223,146 | | | 2021 | 516,542 | — | — | 869,482 | 227,266 | 136,119 | 1,749,409 | | Roger A. Ross | 2023 | 238,526 | — | 113,274 | 409,294 | 197,876 | 804,314 | 1,763,284 | | Former Senior Vice President, Missiles & Space(12) | 2021 | 325,192 | 210,979 | 600,000 | 983,549 | 0 | 129,637 | 2,249,357 |