DEF 14A of Woodward, Inc., Dec 6, 2024

DEF 14A of Woodward, Inc.

Filed Dec 6, 2024 · FY20240000950170-24-134154

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. If your shares are registered directly in your name with Woodward’s transfer agent, you are considered the stockholder of record with respect to those shares, which may refer to as a “registered stockholder”, and the Notice was provided to you directly by Woodward. 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 28, 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. Stockholders who register to attend will receive an email containing a link to the Annual Meeting one hour prior to the start of the meeting. Street Name Stockholders. If your shares are held in a stock brokerage account or by a bank or other nominee, you are considered the beneficial owner of shares held in street name and the Notice was forwarded to you by your broker or nominee, who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker or nominee how to vote your shares. If 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 many votes do I get per share? Each share of Woodward common stock that you own entitles you to one vote on each matter to be presented at the Annual Meeting, except for the election of directors, for which you may cumulate your votes. Since three directors are standing for election, you will be entitled to three director votes for each share of stock you own. Of this total, you may choose how many votes you wish to cast for each director. The Board is not soliciting discretionary authority to cumulate votes with respect to the election of directors. 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

    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 will be elected to serve a three-year term and will hold office until the 2027 Annual Meeting, expected to be held in or about January 2028, and until a successor is elected and qualified. Vote Required: Because this is an uncontested election, directors are elected by a majority vote. This means that the nominee 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 cast 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, 2025. 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 shares 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 and are otherwise considered present and entitled to vote. 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 you are a street name holder, 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 on “non-routine” matters for which they have not received voting instructions. If you do not provide voting instructions, your brokerage firm may vote your shares on our sole routine matter, the ratification of the auditors. The shares for which instructions are not given and therefore, remain unvoted, are referred to as “broker non-votes.” 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 24, 2024, Ronald M. Sega retired from the Board at the expiration of his term. The Board’s three classes are currently comprised of nine directors, with three directors in each class. Each of the director nominees identified in this proxy statement as standing for election at the 2024 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 2027 annual meeting of stockholders, expected to be held in January 2028, or when a successor is elected and qualified. Ms. Paterson and Messrs. Bhalla and Sengstack are incumbents. Directors identified in this proxy statement who are not standing for election at this meeting will continue in office for the remainder of their respective terms, subject to the Company’s policies. If a nominee becomes unavailable for election and the Nominating and 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 2027 Annual Meeting:

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

    | | Rajeev Bhalla | | | | Age: 61 Director Since: 2021 | Board Committee(s): Audit (Chair); Executive | | Consultant for various strategic and financial advisory services since 2019. 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. | | | | Experience and Relevant Skills: • 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. | | |

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

    | | Eileen P. Paterson | | | | Age: 58 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: • Marathon Petroleum Corporation (since 2024). • Aerojet Rocketdyne Holdings, Inc. (2015-2023). | | | | Experience and Relevant Skills: • Briefly served as Chief Operating Officer, Aerojet Rocketdyne in 2015, prior to her appointment as Chief Executive Officer. • 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. | | |

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

    | | Gregg C. Sengstack, Lead Director | | | | Age: 66 Director Since: 2011 | Board Committee(s): Audit; Executive | | Executive Chairperson of the Franklin Electric Co., Inc. (“Franklin Electric”) Board of Directors since July 2024. Served as President and Chief Executive Officer of Franklin Electric, a manufacturer and distributor of water and fuel pumping systems, from 2014 until July 2024. Mr. Sengstack served as Chairperson of the Franklin Electric Board from 2015 until his appointment as Executive Chairperson in July 2024. Other Public Company Directorships: • Franklin Electric Co., Inc. (since 2014). • Allegion plc (since 2024). | | | | Experience and Relevant 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. | | |

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

    Continuing Directors Directors Remaining in Office Until the 2025 Annual Meeting:

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

    | | David P. Hess | | | | Age: 69 Director Since: 2021 | Board Committee(s): Human Capital & Compensation; Nominating and Governance | | Served as Chief Executive Officer 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). | | | | Experience and Relevant 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. | | |

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

    | | Mary D. Petryszyn | | | | Age: 62 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. | | | | Experience and Relevant 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. | | |

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

    | | Tana L. Utley | | | | Age: 61 Director Since: 2023 | Board Committee(s): Human Capital & Compensation; Nominating and Governance | | Former Vice President, Large Power Systems Division of Caterpillar, Inc. from 2013-2022. Ms. Utley retired from Caterpillar, Inc. in 2022. Other Public Company Directorships: • SPX Technologies, Inc. (since 2015). | | | | Experience and Relevant 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 (2013-2022) 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. | | |

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

    Directors Remaining in Office Until the 2026 Annual Meeting:

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

    | | Charles P. Blankenship, Jr., Chairman | | | | Age: 58 Director Since: 2022 | Board Committee(s): Executive (Chair) | | Chairman of the Board and Chief Executive Officer of the Company since May 2022. Other Public Company Directorships: • Arconic Corporation (2018-2019). | | | | Experience and Relevant 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. | | |

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

    | | John D. Cohn | | | | Age: 70 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. | | | | Experience and Relevant 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. | | |

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

    | | Daniel G. Korte | | | | Age: 64 Director Since: 2017 | Board Committee(s): Human Capital & Compensation (Chair); Nominating and Governance; Executive | | Served as Global Vice President, Aerospace of PPG Industries, Inc. (“PPG”) from 2018 until January 2024. Mr. Korte remained an employee of PPG until April 2024 to assist with transition activities. Other Public Company Directorships: • None held during the past five years. | | | | Experience and Relevant 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. | | |

  19. “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 and 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 and 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:

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

    | Board Diversity Matrix (As of December 6, 2024) | | | | Total Number of Directors | 9 | | | | Female | Male | | Part I: Gender Identity | | | | Directors | 3 | 6 | | Part II: Demographic Background | | | | Asian | — | 1 | | White | 3 | 5 | | LGBTQ+ | 1 | |

  21. “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. Sustainability Report At Woodward we take incredible pride in our commitment to sustainability and our continued efforts to make a positive impact on our world. Our focus on energy control solutions that enhance system performance, increase fuel efficiency, and reduce carbon emissions exemplifies our dedication to creating a cleaner, better future. We understand that sustainability is not just a buzzword. It is a fundamental aspect of doing business in today’s interconnected world. We are on a journey and continue to take ground on sustainable growth for our company and our customers. We remain fully committed to partnering with all our stakeholders to drive meaningful progress towards a sustainable future. Our recently released Sustainability Report, “Powering a Clean Future,” is a testament to our ongoing efforts and our commitment to environmental and social sustainability. We believe economic prosperity and social and environmental responsibility go hand-in-hand, and are proud to deliver innovation and manufacturing excellence that enables that progress. To view our Sustainability Report, visit https://www.woodward.com/about. Governance Highlights Woodward believes that good corporate governance promotes the long-term interests of our stockholders, strengthens our Board and management accountability and leads to better business performance. We maintain a corporate governance page on our website at https://ir.woodward.com/overview. Highlights of our corporate governance include:

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

    | • 100% Independent Committee Members • Lead Independent Director with Lead 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 Sustainability 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 • Code of Conduct for Directors, Officers and Employees • Succession Planning Process |

  23. “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 Supplier Code of Conduct. Both codes are available on our website at https://www.woodward.com/about/ethics-and-compliance. 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. 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. Mr. Blankenship is intimately involved in the day-to-day operations of the Company and is best positioned to elevate the most critical business issues for consideration by the Board of Directors, including issues related to our strategy, risks and risk management. Our Lead Director focuses on Board oversight of management and governance. 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 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

  24. 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.

  25. 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 an annual basis.

  26. Changes to Director Compensation for Fiscal Year 2024

    Changes to Director Compensation for Fiscal Year 2024 Effective for fiscal year 2024, and in accordance with the recommendations of the Nominating and Governance Committee and the Company’s independent compensation consultant, the Board revised the Company’s Outside Director Compensation Policy to provide for certain changes to our non-employee director compensation program. The increases to the certain cash compensation amounts were made to keep our non-employee director compensation program aligned with the competitive median (using the same peer group that we use for executive compensation purposes). With respect to the equity compensation program, we adopted Equity Choice (as defined below), and equity awards now generally vest after one year. The changes to the equity compensation program were made to align our non-employee director equity plan design with market norms and best practices.

  27. Equity Compensation

    Equity Compensation Equity compensation (in the form of stock options and/or restricted stock units ("RSUs")) is awarded to non-employee directors annually, based on a grant date fair value. Non-employee directors appointed to the Board during a fiscal year are eligible for an initial equity grant upon their appointment to the Board, which is prorated for the portion of the year served. 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). The following table describes the key terms of the fiscal year 2024 annual equity awards/compensation to non-employee directors:

  28. Equity Compensation

    | Grant Date | November 27, 2023 | | Grant Date Fair Value | $140,000 | | Equity Choice | Non-employee directors generally received a right to elect whether their annual equity grant was comprised of (i) 100% stock options, (ii) 100% RSUs, or (iii) 50% stock options and 50% RSUs (“Equity Choice”) | | Vesting Schedule | Equity awards to non-employee directors generally vest 100% on the first anniversary of the grant date. Fiscal year 2024 equity awards to non-employee directors were generally subject to continued service on the Board through the vesting date, subject to various accelerated vesting provisions including death, disability or change in control. | | Calculation of Awards | The number of awards for each annual equity grant was calculated in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 ("ASC 718"). Specifically: • the number of stock options awarded was determined by dividing the grant date fair value of the award by the Black-Scholes value of each stock option as calculated by the Company at or near the grant date; and • the number of RSUs awarded was determined by dividing the grant date fair value of the award by the closing price of the Company’s stock as quoted on Nasdaq on the grant date. | | Stock Option Exercise Price | The exercise price of any stock option awards to non-employee directors was $131.66, which was equal to the closing price of the Company’s stock as quoted on Nasdaq on the grant date. | | RSU Dividend Equivalents | Dividend equivalents equal to the dividend per share are credited on each unvested RSU on each dividend payment date, and are paid upon (and subject to) vesting in full shares. |

  29. Total Non-Employee Director Compensation for Fiscal Year 2024

    Total Non-Employee Director Compensation for Fiscal Year 2024 The following table shows the compensation earned by non-employee members of the Board during the fiscal year ended September 30, 2024:

  30. Total Non-Employee Director Compensation for Fiscal Year 2024

    | DIRECTOR | FEES EARNED OR PAID IN CASH($) | STOCK AWARDS($)(1) | OPTION AWARDS($)(1) | TOTAL($) | | Rajeev Bhalla | 107,167 | 139,955 | — | 247,122 | | John D. Cohn | 103,000 | 69,911 | 69,940 | 242,851 | | David P. Hess | 98,000 | 139,955 | — | 237,955 | | Daniel G. Korte | 106,500 | 139,955 | — | 246,455 | | Eileen P. Paterson(2) | 106,500 | 139,955 | — | 246,455 | | Mary D. Petryszyn(3) | 100,167 | 139,955 | — | 240,122 | | Dr. Ronald M. Sega(4) | 32,666 | — | 139,942 | 172,608 | | Gregg C. Sengstack | 126,334 | — | 139,942 | 266,276 | | Tana L. Utley | 100,167 | 139,955 | — | 240,122 |

  31. Total Non-Employee Director Compensation for Fiscal Year 2024

    These amounts represent the grant date fair value of the RSU awards or the Black-Scholes value of the option awards (as applicable) and as calculated by the Company under generally accepted accounting principles in accordance with ASC 718. The Black-Scholes value applied for each stock option was $61.03. 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, 2024 filed with the SEC on November 26, 2024. (2) Ms. Paterson deferred 18.8% of her total aggregate cash retainer fees in fiscal year 2024 into the EBP. (3) Ms. Petryszyn deferred 73.4% of her total aggregate cash retainer fees in fiscal year 2024 into the EBP. (4) Mr. Sega retired from the Board on January 24, 2024, and the cash compensation shown reflects payment for the portion of the year he served as a Director. Due to the application of applicable tax rules, Mr. Sega did not receive Equity Choice for his fiscal year 2024 annual equity award. Based on the recommendation of the Nominating and Governance Committee, the Human Capital & Compensation Committee approved an award to Mr. Sega comprised 100% of stock options. Mr. Sega’s stock options will vest at the rate of 25% per year over four years, and are not subject to his continued service on the Board. The grant date, grant date fair value, calculation of awards, and stock option exercise price for Mr. Sega’s stock options are consistent with the terms described above for other non-employee director awards. Outstanding stock and option awards as of September 30, 2024 were as follows:

  32. Total Non-Employee Director Compensation for Fiscal Year 2024

    | DIRECTOR | TOTAL OUSTANDING STOCK AWARDS | TOTAL OUTSTANDING OPTIONS | | Rajeev Bhalla | 1,068 | 6,844 | | John D. Cohn | 533 | 42,390 | | David P. Hess | 1,068 | 8,744 | | Daniel G. Korte | 1,068 | 30,544 | | Eileen P. Paterson | 1,068 | 30,544 | | Mary D. Petryszyn | 1,068 | 1,002 | | Dr. Ronald M. Sega | — | 39,937 | | Gregg C. Sengstack | — | 45,937 | | Tana L. Utley | 1,068 | 1,002 |

  33. Total Non-Employee Director Compensation for Fiscal Year 2024

    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. Total Non-Employee Director Compensation for Fiscal Year 2024

    | NAME(1) | AGE | POSITION(S) WITH WOODWARD | | Charles "Chip" P. Blankenship, Jr. | 58 | Chairman of the Board and Chief Executive Officer | | William "Bill" F. Lacey | 55 | Executive Vice President and Chief Financial Officer | | Thomas G. Cromwell | 55 | Executive Vice President and Chief Operating Officer | | Karrie M. Bem | 46 | Executive Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer | | Randall "Randy" L. Hobbs | 56 | Executive Vice President and President, Industrial | | Terence "Terry" J. Voskuil | 59 | Executive Vice President and President, Aerospace |

  35. Total 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 and Chief Executive Officer 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: Executive Vice President and 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: Executive Vice President and 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. Karrie M. Bem: Executive Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer since September 2024. Prior to joining Woodward, Ms. Bem was employed at Lockheed Martin Space, where she served as General Counsel, National Security Space from 2023-2024, General Counsel, Operations and Astrotech Space Operations from 2022-2023, and General Counsel, Supply Chain and Astrotech Space Operations from 2021-2022. Prior to joining Lockheed Martin Space, Ms. Bem was employed at United Launch Alliance, LLC (a joint venture of Lockheed Martin Corporation and The Boeing Company) from 2018-2021, where she served as Deputy General Counsel from 2018-2021 and Acting General Counsel from 2019-2020. Ms. Bem served as HQ Associate General Counsel, Contracts for Defense Contract Management Agency from 2016-2018. Prior to that, she was employed by Lockheed Martin Corporation where she served as Associate General Counsel, Government Contracting from 2009-2016 and General Counsel, Lockheed Martin Commercial Launch Services from 2011-2016. Ms. Bem is also a Colonel, Contracting Officer in the United States Air Force Reserve, in which she has served since 2004. EXECUTIVE OFFICERS Randall “Randy” L. Hobbs: Executive Vice President and 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: Executive Vice President and 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. Voskuil held varying engineering roles with increasing responsibility in the Aerospace segment since joining Woodward in 1989. 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 ask our stockholders to vote annually to approve, on an advisory (non-binding) basis, the compensation of our named executive officers (“NEOs”) as described in detail in the Compensation Discussion and Analysis (the “CD&A”) and the accompanying tables in the Executive Compensation section of this Proxy Statement. This vote is commonly known as Say-on-Pay. 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. Stockholders should review the entire Proxy Statement including, in particular, the CD&A as well as the Summary Compensation Table and other executive compensation information and tables, for information on our executive compensation programs and other important items. 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. Accordingly, the Board recommends that stockholders approve the compensation of our NEOs by approving the following Say-on-Pay resolution: “RESOLVED, that the stockholders of Woodward, Inc. approve, on an advisory basis, the compensation of the named executive officers identified in the “Summary Compensation Table,” as disclosed in the Woodward, Inc. 2024 Proxy Statement pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, the compensation tables and the accompanying footnotes and narratives.”

  36. Total Non-Employee Director Compensation for Fiscal Year 2024

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

  37. Total 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 2024. 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 2024, our NEOs were:

  38. Total Non-Employee Director Compensation for Fiscal Year 2024

    | NAME | PRINCIPAL POSITION DURING FISCAL YEAR 2024 | | Charles P. Blankenship, Jr. | Chairman of the Board and Chief Executive Officer | | William F. Lacey | Executive Vice President and Chief Financial Officer | | Thomas G. Cromwell | Executive Vice President and Chief Operating Officer | | Randall L. Hobbs | Executive Vice President and President, Industrial | | Terence J. Voskuil | Executive Vice President and President, Aerospace | | A. Christopher Fawzy(1) | Former Executive Vice President, General Counsel, Chief Compliance Officer and Secretary |

  39. Total Non-Employee Director Compensation for Fiscal Year 2024

    (1) Mr. Fawzy departed the Company on March 14, 2024. Executive Summary Fiscal 2024 Business Highlights Woodward’s fiscal 2024 was a remarkable year. Our team continues to make significant progress, guided by our values and motivated by our purpose: “To design and deliver energy control systems that our partners count on to power a clean future.” The dedication of Woodward employees to serving our customers and meeting our commitments to stakeholders drove strong performance in a number of areas: • Revenue exceeded $3 billion for the first time. Total sales in fiscal year 2024 were $3.3 billion, compared to $2.9 billion in the prior fiscal year, an increase of 14%. • We achieved record diluted earnings per share of $6.01 in fiscal year 2024, compared to $3.78 in the prior fiscal year. Adjusted diluted earnings per share1 for fiscal year 2024 were $6.11, compared to $4.21 in fiscal year 2023. • Net cash provided by operating activities in fiscal year 2024 was $439 million, compared to $309 million in fiscal year 2023, an increase of 42%. Free cash flow1 was $343 million in fiscal year 2024, compared to $232 million in the prior fiscal year, an increase of 48%. 1Adjusted diluted earnings per share and free cash flow are non-GAAP financial measures. See Annex A to this proxy statement for a reconciliation between each non-GAAP financial measure and the most directly comparable GAAP measure. 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. Changes to Executive Compensation Program in Fiscal Year 2024

  40. Redesigned Long-Term Incentive Plan

    Redesigned Long-Term Incentive Plan In fiscal year 2023, the Human Capital & Compensation Committee engaged in a comprehensive review of the Company’s Long-Term Incentive Plan (the "LTI Plan") and determined to redesign the plan effective as of fiscal year 2024. The Human Capital & Compensation Committee's considerations included 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; perspectives of key stakeholders; and recommendations and guidance from our independent compensation consultant, FW Cook. The fiscal year 2024 LTI Plan design was also intended to strengthen the plan’s pay-for-performance orientation. Specifically, with respect to the Company’s executive officers, the 2024 LTI award is comprised of time-based equity in the form of stock options and/or RSUs (weighted 50%) and performance-based equity in the form of performance share units (“PSUs”) (weighted 50%). Executive officers now have the right to elect whether their annual time-based equity grant is comprised of (i) 100% stock options, (ii) 100% RSUs, or (iii) 50% stock options and 50% RSUs (“Equity Choice”). Also, in the event of a change in control, all equity award agreements granted in fiscal year 2024 to our executive officers 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").

  41. One-Time Increase in Award Size to Mitigate Impact of Grant Date Change

    One-Time Increase in Award Size to Mitigate Impact of Grant Date Change We have traditionally awarded long-term incentive awards to our executive officers and all other eligible employees on the first day of the Company’s fiscal year (October 1st), but in fiscal year 2024 we delayed the awards and established two different grant dates. Due to the application of applicable tax rules and to enable our Equity Choice program, the grant date for annual time-based equity awards was February 12, 2024. The grant date for PSUs was November 27, 2023. In light of the delays resulting from the grant date shift for both time-based equity awards and PSUs, the Human Capital & Compensation Committee approved a one-time increase in the grant date fair value for each annual equity award type that covered the period from October 1, 2023 through the new grant dates. The increase was designed to provide the same annualized rate of equity compensation as the employee would have received had the grant dates not been delayed. Thus, the grant date fair values for the fiscal year 2024 grants were increased by approximately 36% for time-based equity awards and 16% for PSU awards. The increase was provided to all employees participating in our equity compensation program, including our executive officers. We anticipate maintaining an award schedule similar to the fiscal year 2024 schedule in future years. 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 2024 executive compensation policies and practices:

  42. One-Time Increase in Award Size to Mitigate Impact of Grant Date Change

    | What We Do | | |  | Significant portion of executive compensation is at-risk based | |  | 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 Company and/or stock price performance | |  | 50% of long-term incentive awards to officers is provided in the form of performance-contingent equity | |  | Multi-year vesting periods for employee equity awards | |  | Caps on short- and long-term cash incentive, including when TSR is negative | |  | Double-trigger provisions for change in control | |  | Annual risk assessment of our executive compensation program | |  | Stock ownership guidelines for executive officers and directors | | What We Don’t Do | | |  | No gross-ups upon a change in control | |  | No hedging, pledging or short selling of Woodward stock | |  | 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 executive officer |

  43. One-Time Increase in Award Size to Mitigate Impact of Grant Date Change

    Compensation Process Compensation Philosophy and Strategy To promote the creation of long-term stockholder value and the achievement of Company objectives, we designed our executive compensation philosophy to help us achieve the following goals: • attract, retain and motivate superior talent who exemplify core values expressed in our 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 to key business strategies, financial performance, stockholder interests and long-term Company value; provide an appropriate mix of fixed vs. variable pay and short-term vs. long-term pay; 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 pre-determined financial metrics and other objectives. Company performance significantly influences the total compensation ultimately delivered to our executives. Consideration of Stockholder Say-on-Pay Vote In January 2024, more than 94% of our stockholders approved our 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 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 the Enterprise Incentive Plan (the "EIP"); • reviews, approves, and administers our equity compensation plans; and • approves and/or delegates approval of individual equity grants. In making executive compensation decisions for fiscal year 2024, the Human Capital & Compensation Committee sought the assistance of its independent compensation consultant, FW Cook, 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 making executive compensation decisions, the Human Capital & Compensation Committee solicits input from management, as appropriate, with respect to individual and Company performance. The CEO provides an evaluation of executive officer performance and, in coordination with FW Cook, makes recommendations with respect to executive officer compensation (other than with respect to his own compensation). In coordination with FW Cook, management develops and recommends short- and long-term incentive plan structure, design, performance measures, and targets, and further provides background information regarding our strategic objectives, performance evaluation process, talent management, and succession planning. All decisions regarding executive compensation are ultimately made by the Human Capital & Compensation Committee. Role of the Compensation Consultant The Human Capital & Compensation Committee retains FW Cook as its independent executive compensation consultant to support the Committee’s oversight of our executive compensation program. FW Cook reports directly to the Human Capital & Compensation Committee. FW Cook regularly participates in Human Capital & Compensation Committee meetings, both with and without management, and advises the Human Capital & Compensation Committee on compensation trends and best practices, program design, and the process used to determine the reasonableness of individual compensation awards. In addition, FW Cook informs the Human Capital & Compensation Committee of regulatory developments, market trends, and corporate governance matters related to executive compensation. FW Cook was initially retained during fiscal year 2023 and advised on all aspects of the redesign of the Company’s LTI Plan effective for fiscal year 2024, in addition to numerous other impactful and substantive contributions to the Company’s executive compensation program. FW Cook also provides guidance to the Nominating and Governance Committee with respect to non-employee director compensation. FW Cook does not advise management and receives no compensation from the Company for services other than those provided to the Board.

  44. Compensation Consultant Independence

    Compensation Consultant Independence The Human Capital & Compensation Committee annually reviews the independence of its independent compensation consultant. 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”), Rule 5605(d)(3)(D) of the Nasdaq listing rules, and such other factors as were deemed relevant under the circumstances, the Human Capital & Compensation Committee has determined that FW Cook is independent and that its work does not raise any conflict of interest. Competitive Market-Based Compensation Approach Our executive compensation program is benchmarked to be competitive with our compensation peer group. In consultation with FW Cook, the Human Capital & Compensation Committee reviews the compensation peer group annually, and makes modifications if appropriate. In April 2023, the Human Capital & Compensation Committee approved a compensation peer group for fiscal year 2024 compensation decisions based on the following criteria:

  45. 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 & Defense, Electrical Components & Equipment, and Electronic Equipment & Instruments • To align with Woodward’s business focus, companies that primarily serve Aerospace & Defense, Industrial, and/or Energy markets • Companies with global operations to align with Woodward’s profile | • Companies with revenues between 0.33x to 3x Woodward’s revenues • Companies with market capitalizations between .25x and 4x Woodward’s market capitalization • Secondary Metrics: Operating income, enterprise value, and headcount |

  46. Compensation Consultant Independence

    Based on its annual review, the Human Capital & Compensation Committee determined to remove Teledyne Technologies, Inc. from the fiscal year 2024 compensation peer group due its acquisition of FLIR Systems, Inc., which significantly changed Teledyne’s business profile, and because its revenue and market capitalization were near the top of the targeted ranges. At the time the 2024 compensation peer group was approved, Aerojet Rocketdyne Holdings had not yet been acquired by L3Harris Technologies, Inc., thus no other changes were made to the fiscal year 2024 compensation peer group as compared to 2023. Woodward’s revenues at the time of approval of this compensation peer group were positioned around the 29th percentile of the peer group and our market capitalization was positioned at the 30th percentile. The companies comprising the fiscal year 2024 compensation peer group were as follows:

  47. Compensation Consultant Independence

    | FISCAL YEAR 2024 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 | The Timken Company | | Flowserve Corp. | ITT Inc. | |

  48. 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 Human Capital & Compensation Committee considers quantitative comparative data from our compensation peer group in determining each element of compensation for each NEO, without targeting a specific percentile. The Human Capital & Compensation Committee views competitive market information as a helpful reference, but this information is not the sole determinant of our executive compensation. In establishing appropriate compensation opportunities for executive officers, the Human Capital & Compensation Committee considers other factors, including, but not limited to, depth of experience, tenure in position, past performance, internal equity, and retention risk. Elements of Compensation Fiscal 2024 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 2024, our currently employed NEOs had the following target pay mix, which reflects our pay-for-performance philosophy. The information below reflects the target annual pay mix for each NEO as approved by the Human Capital & Compensation Committee. It is presented without regard to the one-time increase in award size to mitigate the impact of the grant date change, as discussed above, which we believe provides a more meaningful view into the typical target pay mix for our NEOs. The numbers in the below charts do not add up to 100% due to the impacts of rounding. 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 become effective on or about January 1st each year. Following its annual review, in September 2023, the Human Capital & Compensation Committee approved the following adjustments to the base salaries of our NEOs:

  49. Compensation Consultant Independence

    | NEO | 2023 BASE SALARY(1) | 2024 BASE SALARY(1)(2) | % INCREASE | | Charles P. Blankenship, Jr. | 1,100,000 | 1,145,000 | 4.1 | | William F. Lacey(3) | 525,000 | 600,000 | 14.3 | | Thomas G. Cromwell | 656,300 | 676,000 | 3.0 | | Randall L. Hobbs | 570,000 | 587,000 | 3.0 | | Terence J. Voskuil(3) | 520,000 | 550,000 | 5.8 | | A Christopher Fawzy | 513,600 | 530,000 | 3.2 |

  50. Compensation Consultant Independence

    (1) Base salary changes became effective on or about January 1st of the applicable calendar year. (2) Because base salary adjustments were effective during the second quarter of the fiscal year, amounts disclosed in the Summary Compensation Table differ from the annualized base salary amounts included in this table. (3) Mr. Lacey's and Mr. Voskuil's base salary increases were intended to more closely align their respective base salaries with the competitive medians for their roles. Short-Term Incentive Compensation All executive officers participate in the Enterprise Incentive Plan (the “EIP”), one of the Company’s annual short-term incentive plans. The EIP is designed to incentivize performance on key annual financial and strategic priorities that are critical to our long-term success. 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. Under the EIP, the Human Capital & Compensation Committee establishes a target incentive award for each executive officer as a percentage of base salary, establishes performance metrics for the fiscal year, and measures performance on an enterprise basis following the completion of the fiscal year. For fiscal year 2024, the EIP was based 80% on financial metrics and 20% on strategic metrics.

  51. Financial Metrics (80% Weight)

    Financial Metrics (80% Weight) For the fiscal year 2024 EIP, the Human Capital & Compensation Committee determined to use Adjusted Earnings Per Share (“EPS”) and Adjusted Free Cash Flow (each as defined below) as the financial metrics. For each financial metric, the Human Capital & Compensation Committee established quantitative threshold, target, and maximum performance levels. The performance metrics were established to set challenging yet attainable targets. For purposes of the EIP performance metrics for fiscal year 2024, “Adjusted EPS” and “Adjusted Free Cash Flow” mean, respectively, (i) the Company’s reported diluted earnings per share, and (ii) the Company’s reported cash from operations, less capital expenditures, and in each case (i) and (ii) calculated without consideration to unusual income, expenses, gains, losses or other impacts totaling in excess of 2% of the Company’s net earnings for the fiscal year, including but not limited to any such items that are related to or associated with any: a) acquisitions or divestitures; b) reorganization or restructuring activities; c) litigation or claim judgments or settlements; d) impact of any changes in or assumptions related to tax or other statutes, regulations or other applicable laws or accounting principles, and in each case, that were not previously contemplated; e) foreign exchange fluctuations; f) asset write-downs; or g) other significant elements or items as provided in Section 11.2 of the Woodward 2017 Omnibus Incentive Plan. In addition to the foregoing, if at the end of the performance period, the Human Capital & Compensation Committee believes that the achievement of the specific performance metrics under the EIP is not reflective of the Company’s expected level of financial, operating or other performance, the Human Capital & Compensation Committee may in its discretion modify the amount of any EIP payout to be made under the plan. Consistent with the definitions above, for fiscal year 2024, in addition to (i) the adjustments to U.S. GAAP diluted earnings per share described in the Section titled “Non-U.S. GAAP Measures” in Item 7, Management’s Discussion and Analysis of Financial Conditions and Results of Operations, in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2024, filed with the SEC on November 26, 2024, and (ii) the adjustments to free cash flow as described in Annex A to this proxy statement, a downward adjustment was made, for EIP purposes, to Adjusted EPS and Adjusted Free Cash Flow in respect of unusual income from the Company’s China on-highway business totaling in excess of 2% of the Company’s net earnings for the fiscal year. The following table sets out the fiscal year 2024 EIP financial metrics, weighting, performance targets, and payout factor approved by the Human Capital & Compensation Committee. We employ the use of a flatter funding curve for performance that is within close range of target to moderate payouts in that zone.

  52. Financial Metrics (80% Weight)

    | FINANCIAL PERFORMANCE METRIC | WEIGHT | THRESHOLD (0%) | TARGET ZONE LOW (90%) | TARGET (100%) | TARGET ZONE HIGH (110%) | MAXIMUM (200%) | ACTUAL | CALCULATED PAYOUT | WEIGHTED PAYOUT | | Woodward Adjusted Earnings Per Share($) | 50% | $4.18 | $4.80 | $4.92 | $5.04 | $5.66 | $5.36 | 156% | 63% | | Woodward Adjusted Free Cash Flow($) | 50% | $225M | $290M | $315M | $340M | $405M | $311M | 98% | 39% | | Financial Payout Factor | | | | | | | | | 127% |

  53. Financial Metrics (80% Weight)

    | STRATEGIC METRICS | PAYOUT FACTOR (0-200%) | | Safety, People & Culture | 125% |

  54. Summary of EIP Payout Calculations

    Summary of EIP Payout Calculations The final payout factor and payout amounts for each of our NEOs, as approved by the Human Capital & Compensation Committee, are shown below.

  55. Summary of EIP Payout Calculations

    | | WEIGHT | 2024 PAYOUT FACTORS | WEIGHTED PAYOUT | | Financial Metrics | 80% | 127% | 102% | | Strategic Metrics | 20% | 125% | 25% | | Overall Payout Factor | | | 127% |

  56. Summary of EIP Payout Calculations

    | NEO | TARGET AS A % OF BASE SALARY(1) | TARGET AWARD ($) | PAYOUT FACTOR | PAYOUT ($) | | Charles P. Blankenship, Jr. | 120 | 1,359,462 | 127% | 1,726,516 | | William F. Lacey | 80 | 463,846 | 127% | 589,085 | | Thomas G. Cromwell | 80 | 536,557 | 127% | 681,427 | | Randall L. Hobbs | 80 | 465,938 | 127% | 591,742 | | Terence J. Voskuil | 80 | 433,538 | 127% | 550,594 | | A Christopher Fawzy | 75 | 195,438 | 127% | 248,207 |

  57. Summary of EIP Payout Calculations

    1) For purposes of the EIP, “base salary” means eligible base wages earned during the applicable year. Long-Term Incentive Compensation As noted above, we made changes to our LTI Plan for fiscal year 2024. The LTI Plan for fiscal year 2024 executive compensation consisted of time-based equity in the form of stock options and/or RSUs (weighted 50%) and performance-based equity in the form of PSUs (weighted 50%). The Human Capital & Compensation Committee adopted equal relative weightings for each element to balance Woodward’s need for long-term retention provided by time-based equity with Woodward’s desire to provide management with the opportunity to earn additional incentive compensation based on the achievement of the company’s long-term financial objectives, which will ultimately deliver shareholder value. The PSU awards are designed to replace our previous cash long-term incentive (“Cash LTI”) plan, and thus no Cash LTI awards were made for fiscal year 2024. The Human Capital & Compensation Committee believes the PSUs more effectively link executive compensation to company performance, as the value of PSUs better reflects changes in the Company’s stock price thereby further aligning management and stockholder interests. Previous Cash LTI awards for the fiscal year 2022-2024 and 2023-2025 performance cycles will continue to be subject to earnout and vest based on the original criteria. Due to the impact of the one-time increase in award sizes to mitigate the impact of the grant date change (as described above), as well as the payout of Cash LTI compensation to certain of our executive officers, the compensation amounts reported in this proxy statement do not directly reflect the 50-50 split between time-based and performance-based awards. We anticipate this will resolve in future years as we maintain consistent annual grant dates and the Cash LTI plan phases out. The Human Capital & Compensation Committee believes our LTI Plan design effectively supports our long-term business and strategic goals and directly ties the long-term goals of our executive leadership team to the interests of our stockholders. The LTI Plan is also an important tool we use to motivate and retain our executive officers. In consultation with our CEO (other than with respect to himself) and FW Cook, the Human Capital & Compensation Committee approves a grant date fair value for the LTI awards for each executive officer, taking into account the factors as described above.

  58. Time-Based Equity Compensation

    Time-Based Equity Compensation Effective for fiscal year 2024, our executive officers (and all other employees who receive an annual equity award) received Equity Choice with respect to the form of their annual time-based equity awards (with each choice having the same grant date fair value). We believe 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. Also, 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 combined availability of stock options and RSUs gives our executives the opportunity to balance the incentive award in a manner that suits their particular risk profile and their own preferences in financial or tax planning. In determining to adopt the Equity Choice program, the Human Capital & Compensation Committee considered historical Woodward equity compensation practices, market trends, employee preferences and flexibility, and the impact of Equity Choice on employee attraction and retention. Stock options 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). The grant date was February 12, 2024. The Black-Scholes value applied for each stock option was $58.15. The exercise price of the stock options is equal to the closing price as quoted on Nasdaq on the grant date. Effective for fiscal year 2024, RSUs 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. RSUs previously vested at the rate of 25% per year over four years. The Human Capital & Compensation Committee determined to shorten the RSU vesting period to better align the Company’s RSU awards with market practice. As described above, to mitigate the impact of the grant date change, the Human Capital & Compensation Committee approved a one-time 36% increase in the “Annualized Target Grant Date Fair Value” for the annual time-based equity award to all eligible employees, including our executive officers. The amounts reported below in “Grant Date Fair Value Received” reflect the value actually received by the NEO after accounting for the one-time increase. The time-based equity awards granted to our NEOs under the regular LTI Plan in fiscal year 2024 were as follows:

  59. Time-Based Equity Compensation

    | NAME | EQUITY CHOICE ELECTION | ANNUALIZED TARGET GRANT DATE FAIR VALUE | GRANT DATE FAIR VALUE RECEIVED($) | NUMBER OF RSUs | NUMBER OF STOCK OPTIONS | | Charles P. Blankenship, Jr. | 100% RSUs | 2,850,000 | 3,879,046 | 28,158 | — | | William F. Lacey | 100% RSUs | 600,000 | 816,641 | 5,928 | — | | Thomas G. Cromwell | 100% RSUs | 875,000 | 1,190,935 | 8,645 | — | | Randall L. Hobbs | 100% RSUs | 375,000 | 510,401 | 3,705 | — | | Terence J. Voskuil | 50% RSUs / 50% Stock Options | 375,000 | 510,300 | 1,852 | 4,388 | | A Christopher Fawzy | 100% Stock Options | 375,000 | 510,395 | — | 8,777 |

  60. One-Time RSU Award to Mr. Hobbs

    One-Time RSU Award to Mr. Hobbs As discussed above, we closed the Cash LTI plan to new participants during fiscal year 2023. Mr. Hobbs’ employment began during fiscal year 2023, but the Company had not determined to close the Cash LTI plan until after his employment start date. Mr. Hobbs’ offer letter provided that he would begin participating in the 2022-2024 and 2023-2025 Cash LTI cycles on a prorated basis beginning in fiscal year 2024. To fulfill the Company’s commitment to Mr. Hobbs and to provide him with an award with a grant date fair value approximate to the value he would have received under the Cash LTI plan had he been permitted to participate, the Human Capital & Compensation Committee approved a one-time RSU award with a grant date fair value of $174,410. The RSUs vest 50% on the first anniversary of the grant date and 50% on the second anniversary of the grant date, which is similar to the timing of payments that Mr. Hobbs would have received under the Cash LTI plan. RSUs were provided to align delivered pay with Company share price performance after the grant date. The award was sized by an external valuation firm based on Company performance under the two applicable Cash LTI cycles as of November 27, 2023. This one-time RSU award was granted to all eligible employees who were similarly impacted.

  61. Performance-Based Equity Compensation

    Performance-Based Equity Compensation Performance-based equity was introduced to the executive compensation program for the first time and awarded in the form of PSUs. Performance is measured over a three-year period based on the achievement of total shareholder return ("TSR") relative to the companies in the S&P MidCap 400 Index. The PSUs will vest only if the pre-established performance targets are achieved. If the Company’s absolute TSR during the performance period is negative, the maximum payout is capped at 100%. The ultimate payout (if any) is based on the following performance criteria:

  62. Performance-Based Equity Compensation

    | RELATIVE TSR PERFORMANCE | PERFORMANCE LEVEL | PAYOUT | | 75th percentile or greater | Maximum | 150% of target | | 50th percentile | Target | 100% of target | | 25th percentile | Threshold | 50% of target | | Less than 25th percentile | Below Threshold | 0% of target | | Linear interpolation applies for performance between disclosed payout levels | | |

  63. Performance-Based Equity Compensation

    Measuring performance on a relative basis mitigates the impact of macroeconomic factors (both positive and negative) that are beyond the control of management, and thus provides rewards that are more directly aligned with performance through different economic cycles. This measurement method aligns the interests of the executive officers and stockholders by rewarding performance that exceeds that of comparable companies. The S&P MidCap 400 was selected as the peer group because its constituents represent similarly-sized investment opportunities for Woodward’s shareholders. All fiscal year 2024 PSUs were granted on November 27, 2023. As described above, to mitigate the impact of the grant date change, the Human Capital & Compensation Committee approved a one-time 16% increase to the “Annualized Target Grant Date Fair Value” for the annual PSU award to all eligible employees, including our executive officers. Thus, the amounts reported below in “Grant Date Fair Value Received” reflect the value actually granted to the NEO after accounting for the one-time increase. The target number of PSUs is equal to the award grant date fair value divided by the Monte Carlo valuation for each PSU, which is determined as of the date of grant. The PSU awards to our NEOs in fiscal year 2024 were as follows:

  64. Performance-Based Equity Compensation

    | NAME | ANNUALIZED TARGET GRANT DATE FAIR VALUE($) | GRANT DATE FAIR VALUE RECEIVED($) | TARGET NUMBER OF PSUs(#) | | Charles P. Blankenship | 2,850,000 | 3,323,697 | 22,692 | | William F. Lacey | 600,000 | 699,687 | 4,777 | | Thomas G. Cromwell | 875,000 | 1,020,310 | 6,966 | | Randall L. Hobbs | 375,000 | 437,213 | 2,985 | | Terence J. Voskuil | 375,000 | 437,213 | 2,985 | | A Christopher Fawzy | 375,000 | 437,213 | 2,985 |

  65. Long-Term Cash Compensation

    Long-Term Cash Compensation As noted above, the PSU awards are designed to replace our previous Cash LTI plan. The Cash LTI plan was closed to new participants as of the beginning of fiscal year 2023 and no Cash LTI awards were made for fiscal year 2024. Nonetheless, the three-year performance cycle for the 2022 Cash LTI awards was completed in the 2024 fiscal year. 2022 Cash LTI – 2024 Fiscal Year Performance In November 2024, the Compensation & Human Capital Committee certified the following performance achievement and associated payouts under the fiscal year 2022-2024 Cash LTI awards.

  66. Long-Term Cash Compensation

    | METRIC(1) | WEIGHTING (%) | COMPANY PERFORMANCE | ACTUAL PAYOUT AS A % OF TARGET | | Return on Capital | 50 | 60.7 Percentile | 104.7 | | Growth in Earnings per Share | 50 | 67.3 Percentile | 148.7 | | Total | | | 126.7 |

  67. Long-Term Cash Compensation

    (1) Performance under the Cash LTI plan is measured pursuant to a relative measurement methodology that compares our performance to the companies in the S&P MidCap 400 Index. “Return on Capital” is measured by taking 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. “Growth in Earnings per Share” is measured by taking net income, adjusted for any accounting changes, divided by the number fully diluted common shares outstanding, which is then compared to a baseline earnings per share to calculate the growth in diluted earnings per share during such cycle.

  68. Long-Term Cash Compensation

    | NEO | ACTUAL AWARD ($) | | Charles P. Blankenship, Jr.(1) | 464,566 | | William F. Lacey(2) | — | | Thomas G. Cromwell | 319,842 | | Randall L. Hobbs(2) | — | | Terence J. Voskuil | 177,381 | | A. Christopher Fawzy | 126,652 |

  69. Long-Term Cash Compensation

    (1) Mr. Blankenship began participating in the 2022-2024 Cash LTI cycle on the first day of fiscal year 2023. Thus, his participation in the 2022-2024 cycle is prorated at 66.7%. (2) Messrs. Lacey and Hobbs do not participate in the Cash LTI plan because their respective employments with the Company began after the Cash LTI plan was closed to new participants. Other Compensation Programs The Human Capital & Compensation Committee had previously approved certain relocation benefits for Mr. Blankenship that were initially effective as of his appointment as CEO in May 2022. The relocation benefits were designed to accommodate a transition period for Mr. Blankenship and his family to relocate to the Fort Collins, Colorado area. Such benefits included the reimbursement of his commute between his current state of residence and Fort Collins, Colorado, as well as temporary housing (the “Relocation Benefits”). The Relocation Benefits had been approved through May 9, 2024. However, 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 & Compensation Committee, in April 2024, extended the Relocation Benefits through December 31, 2024. Prior to joining the Company, Mr. Lacey had completed the first year of a two-year executive development program targeted at executive level persons of color to succeed in the C-Suite. Mr. Lacey’s previous employer funded the first year of the program. In July 2023, the Human Capital & Compensation Committee authorized the Company to partially cover the fees for the second year of the program, although Mr. Lacey was unable to fully participate due to obligations related to his transition to Woodward. As such, in April 2024, the Human Capital & Compensation Committee approved a Company contribution of $125,000 to the program to enable Mr. Lacey’s continued participation. The Company expects to directly benefit from Mr. Lacey’s participation in the program. The NEOs are eligible to participate in health, welfare, and retirement benefits on the same basis as all of our U.S. employee membership. These benefits include a group health insurance program; life insurance, inclusive of employee life, additional buy-up employee life, optional spouse life, and optional child life; Accidental Death & Dismemberment insurance; Short-Term Disability; Long-Term Disability; a 401(k) retirement savings plan (the “Woodward Retirement Savings Plan”), inclusive of employee contributions and Company contributions (100% match on the first 3% of employee contributions, 50% on the next 3% of employee contributions, maxing at 4.5%); Woodward Stock Plan (annual Woodward contribution of 5% of eligible wages); and Retirement Income Plan (Company contribution of 1.5% of eligible wages, and 0.1% for each year of additional service). The Retirement Income Plan was closed to new participants as of September 30, 2003, with prior participants grandfathered. Our NEOs are also eligible to participate in a non-qualified deferred compensation plan (the “Executive Benefit Plan” or the “EBP”). The EBP is also available to other key members of management and to members of the Board. Employee participants are able to defer up to 50% of base salary, and up to 100% of any cash incentive (EIP and/or Cash LTI) payments. All of our tax-qualified plans are subject to applicable limitations set by the Internal Revenue Service (“IRS”). Supplemental contributions to the EBP (as more fully described below) are made for the Woodward Retirement Savings Plan, the Woodward Stock Plan, and the grandfathered Retirement Income Plan and are solely to restore for IRS limitations. The benefits described in this section are paid to remain competitive in the marketplace. Amounts relating to certain of these benefits may be found in the “All Other Compensation” column of the Summary Compensation Table. Post-Employment Compensation and Employment Contracts The Company’s NEOs are not employed under general employment contracts and are employees at-will. We have entered into severance and change in control agreements with each of the NEOs. The agreements provide for severance benefits in the event of a qualifying termination (i.e., a termination of employment without “Cause” or the NEO’s resignation for “Good Reason”), whether within or outside a change in control period, although the benefits are different in each circumstance as more fully reflected below under the caption “Executive Compensation — Potential Payments Upon Termination or Change in Control”. The severance benefits are intended to ease the consequences of a qualifying termination of employment. These benefits are also designed to prevent our senior executives from seeking employment with our competitors or elsewhere after a qualifying termination or from soliciting our employees or customers during a period after a qualifying termination. The benefits applicable during a change in control period are designed to help align actions and behaviors with, and in the best interests of, our stockholders in the event of a proposed or actual change in control transaction, to retain these executives through a change in control transaction and to enable them to remain focused on running the business to ensure a smooth transition. The change in control benefits are designed to preserve productivity, avoid disruption, and prevent attrition in the event we are involved in a change in control transaction. The benefits applicable during a change in control period also motivate executives to pursue transactions that are in our stockholders’ best interests notwithstanding the potential negative impact of the transaction on their future employment. While cognizant of their terms, the Human Capital & Compensation Committee does not view the severance and change in control agreements as an element of current compensation, and such arrangements do not necessarily affect the Human Capital & Compensation Committee’s annual compensation decisions. For a further description of the severance and change in control agreements, see the information under the caption “Executive Compensation — Potential Payments Upon Termination or Change in Control”. Impact of Accounting and Tax Issues on Executive Compensation In establishing our compensation program, we consider the overall expense arising from aggregate executive compensation levels and awards and the components of our pay programs. Further, as one of the factors in our evaluation of our compensation program, we have considered the anticipated tax treatment to the Company and to the executive officers of various payments and benefits. Section 162(m) of the Code generally places a limit of $1,000,000 on the amount of compensation that we may deduct in any one year with respect to our CEO, CFO, the other executive officers listed in the Summary Compensation Table in this proxy statement and certain former executive officers. The Company and the Human Capital & Compensation Committee have considered and will continue to consider various approaches regarding the deductibility of compensation payments to the extent reasonably practicable and to the extent consistent with our other compensation goals. Stock Ownership Guidelines

  70. Long-Term Cash Compensation

    The Board maintains 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.

  71. Long-Term Cash Compensation

    | ROLE | MINIMUM OWNERSHIP VALUE AS MULTIPLE OF BASE RETAINER/SALARY | | Non-employee members of the Board | 5x | | CEO | 5x | | CFO, COO and Business Presidents | 3x | | Other Executive Vice Presidents | 2x |

  72. Long-Term Cash Compensation

    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 RSUs, are included for purposes of calculating stock ownership value. Unearned PSUs and value attributable to unexercised stock options, whether vested or unvested, do not count towards the guidelines. 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 guideline policy. Insider Trading Policy The Company has adopted an insider trading policy governing the purchase, sale, and/or other disposition of our securities by directors, officers, employees, and other covered persons. We believe this policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. A copy of our insider trading policy was filed as an exhibit to our Annual Report on Form 10-K for fiscal 2024. 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 https://ir.woodward.com/overview. Option Grant Policies The Human Capital & Compensation Committee establishes an annual grant date for all annual equity awards and also approves certain off-cycle equity awards from time to time. The grant date for all such awards (including stock options) falls during a regular quarterly open trading window. The Human Capital & Compensation Committee typically approves equity awards either at its regularly scheduled meetings or via unanimous written consent. We have not granted, nor do we intend to grant, stock options in anticipation of the release of material, nonpublic information that is likely to result in changes to the price of our common stock, such as a significant positive or negative earnings announcement, and we have not taken, nor do we intend to take, material nonpublic information into account when determining the terms of stock options. Similarly, we have not timed, nor do we intend to time, the release of material, nonpublic information for the purpose of affecting the value of executive compensation or for any other purpose. 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 2024 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 2024 Annual Report on Form 10-K, and the Board approved that recommendation.

  73. Long-Term Cash Compensation

    | Human Capital & Compensation Committee: | Daniel G. Korte, Chairperson | | | David P. Hess | | | Eileen P. Paterson | | | Tana L. Utley |

  74. Long-Term Cash Compensation

    Summary Compensation Table The following tables set forth compensation information for the NEOs for services rendered in all capacities to the Company and its subsidiaries in fiscal year 2024.

  75. Long-Term Cash Compensation

    | NAME AND PRINCIPAL POSITION DURING FISCAL YEAR 2024 | FISCAL YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | OPTION AWARDS ($)(2) | NON-EQUITY INCENTIVE PLAN COMPENSATION ($)(3) | ALL OTHER COMPENSATION ($)(4) | TOTAL($) | | Charles P. Blankenship, Jr. | 2024 | 1,132,885 | — | 7,202,743 | — | 2,191,082 | 651,155 | 11,177,865 | | Chairman and Chief Executive Officer | 2023 | 1,100,000 | — | 874,561 | 3,159,750 | 1,872,200 | 609,025 | 7,615,536 | | | 2022 | 401,923 | 1,000,000 | 3,402,564 | 1,920,010 | 0 | 259,764 | 6,984,261 | | William F. Lacey | 2024 | 579,808 | — | 1,516,328 | — | 589,085 | 340,631 | 3,025,852 | | Executive Vice President and Chief Financial Officer | 2023 | 191,827 | 400,000 | 719,962 | 440,607 | 212,928 | 105,942 | 2,071,266 | | Thomas G. Cromwell | 2024 | 670,696 | — | 2,211,245 | — | 1,001,269 | 79,312 | 3,962,522 | | Executive Vice President and Chief Operating Officer | 2023 | 649,515 | — | 286,206 | 1,033,962 | 720,962 | 74,178 | 2,764,823 | | | 2022 | 624,558 | — | — | 1,247,400 | 134,976 | 74,567 | 2,081,501 | | Randall L. Hobbs | 2024 | 582,423 | — | 1,121,932 | — | 591,742 | 113,281 | 2,409,378 | | Executive Vice President and President, Industrial | 2023 | 459,423 | 700,000 | 4,301,713 | 396,041 | 498,860 | 2,589,439 | 8,945,476 | | Terence J. Voskuil | 2024 | 541,923 | — | 692,344 | 255,168 | 727,974 | 73,045 | 2,290,454 | | Executive Vice President and President, Aerospace | | | | | | | | | | A. Christopher Fawzy | 2024 | 260,585 | — | 580,929 | 998,746 | 374,859 | 1,028,330 | 3,243,449 | | Former Executive Vice President, General Counsel, | 2023 | 507,004 | — | 124,434 | 449,484 | 487,738 | 58,020 | 1,626,678 | | Chief Compliance Officer and Secretary(5) | 2022 | 520,944 | — | — | 516,600 | 65,694 | 56,309 | 1,159,547 |