DEF 14A of Woodward, Inc., Dec 12, 2025

DEF 14A of Woodward, Inc.

Filed Dec 12, 2025 · FY20250001193125-25-317453

Open on EDGAR

  1. Table of Contents

    | 48 | Executive Compensation Tables and Narrative | | 48 | Summary Compensation Table | | 50 | Grants of Plan-Based Awards for Fiscal Year Ending September 30, 2025 | | 51 | Outstanding Equity Awards at Fiscal Year-End (September 30, 2025) | | 52 | Option Exercises and Stock Vested Table | | 53 | Nonqualified Deferred Compensation Table at Fiscal Year-End | | 53 | Potential Payments Upon Termination or Change in Control | | 59 | Pay Ratio Disclosure | | 60 | Pay vs. Performance | | 64 | Equity Compensation Plan Information | | 65 | AUDIT COMMITTEE MATTERS | | 65 | PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | | 66 | Audit Committee Report | | 67 | Audit Committee Pre-Approval Policy and Procedures | | 67 | Fees Paid to Independent Registered Public Accounting Firm | | 68 | PROPOSAL 4 — AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE CERTAIN SUPERMAJORITY VOTING REQUIREMENTS CONTAINED THEREIN | | 70 | PROPOSAL 5 — AMEND CERTIFICATE OF INCORPORATION TO ELIMINATE CUMULATIVE VOTING RIGHTS IN DIRECTOR ELECTIONS | | 72 | STOCK OWNERSHIP INFORMATION | | 72 | Stock Ownership of Directors and Executive Officers | | 73 | Persons Owning More than 5% of Woodward Common Stock | | 74 | GENERAL INFORMATION ABOUT THE ANNUAL MEETING | | 74 | Questions and Answers about the Annual Meeting and Voting | | 79 | Stockholder Nominations and Proposals for the Next Annual Meeting | | 80 | Other Matters | | A-1 | ANNEX 1 — ADJUSTED AND NON‑U.S.GAAP FINANCIAL MEASURES | | EX-1 | EXHIBIT A — PROPOSED AMENDMENTS TO THE CERTIFICATE OF INCORPORATION |

  2. Director Nominees

    Director Nominees Woodward’s Restated Certificate of Incorporation, as amended (the “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 three-year terms. The 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 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 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. Ms. Petryszyn and Ms. Utley are standing for election by stockholders for the first time. Ms. Petryszyn and Ms. Utley were initially recommended to the Nominating and Governance Committee by a third-party search firm. Mr. Hess is an incumbent. 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. The Board, however, expects all of the director nominees to be available to serve.

  3. BOARD OF

    BOARD OF

  4. DIRECTORS

    DIRECTORS

  5. DIRECTORS

    | TERM EXPIRING AT THIS ANNUAL MEETING | TERM EXPIRING AT NEXT ANNUAL MEETING | TERM EXPIRING AT SECOND ANNUAL MEETING AFTER THIS ANNUAL MEETING | | • David Hess • Mary Petryszyn • Tana Utley | • Charles Blankenship • John Cohn • Daniel Korte | • Rajeev Bhalla • Eileen Paterson • Gregg Sengstack |

  6. DIRECTORS

    We identify below certain biographical information of each of our director nominees and the directors whose term in office will continue after the Annual Meeting: Directors Standing for Election at this Meeting for Terms Expiring at the THIRD Annual Meeting AFTER THIS ANNUAL MEETING

  7. DIRECTORS

    | DAVID HESS | | Independent | Director since 2021 | | AGE 70 COMMITTEES • Human Capital & Compensation • Nominating and Governance | CAREER HIGHLIGHTS Arconic Corporation • Chief Executive Officer (2017 to 2018) United Technologies Corporation • Executive Vice President and Chief Customer Officer — Aerospace (2015 until retirement in 2017) • President — Pratt & Whitney (2009 to 2014) • President — Hamilton Sundstrand (2004 to 2009) • Joined in 1979 and served in numerous executive leadership roles over his 38‑year career | OTHER PUBLIC COMPANY DIRECTORSHIPS • Southwest Airlines (since 2021) • ATI (since 2019) • Arconic Corporation (2017 to 2019) EXPERIENCE AND RELEVANT SKILLS • Extensive boardroom experience at public and private aerospace, defense, and industrial companies • Corporate strategy, operational execution and efficiency, and manufacturing |

  8. DIRECTORS

    | MARY PETRYSZYN | | Independent | Director since 2023 | | AGE 63 COMMITTEES • Audit | CAREER HIGHLIGHTS Northrop Grumman Corporation • Corporate Vice President and President, Defense Systems (2019 until retirement in 2023) • Sector Vice President & General Manager of the Land and Avionics C4ISR division (2016 to 2019) • Sector Vice President, Global Strategy & Mission Solutions (2015 to 2016) • Joined in 2013 and served in various roles of increasing responsibility Saab, a U.S.-based company (and subsidiary of Saab AB) operating under a Special Security Agreement (SSA) with the U.S. government • Director (since 2023) | OTHER PUBLIC COMPANY DIRECTORSHIPS • Karman Holdings (since 2025) EXPERIENCE AND RELEVANT SKILLS • Strong understanding of defense systems technology; leadership in the government and defense markets • P&L management, operations, M&A, and technology / engineering |

  9. DIRECTORS

    | TANA UTLEY | | Independent | Director since 2023 | | AGE 62 COMMITTEES • Human Capital & Compensation • Nominating and Governance | CAREER HIGHLIGHTS Caterpillar • Vice President, Large Power Systems Division (2013 until retirement in 2022) • Vice President of Industrial Power Systems (2013) • Chief Technology Officer and Vice President of the Product Development and Global Technology division (2007 to 2013) • Joined in 1986 as a junior engineer and held various senior leadership and executive positions during her 36-year career | OTHER PUBLIC COMPANY DIRECTORSHIPS • SPX Technologies (since 2015) EXPERIENCE AND RELEVANT SKILLS • Extensive leadership experience in industrials; complementary expertise in the aerospace and defense markets • Corporate strategy development, ESG opportunities |

  10. Continuing Directors

    Continuing Directors Directors Remaining in Office until the NEXT Annual Meeting

  11. Continuing Directors

    | CHARLES BLANKENSHIP, JR. | | CHAIRMAN | Director since 2022 | | AGE 59 COMMITTEES • Executive (Chair) | CAREER HIGHLIGHTS Woodward • Chairman of the Board and Chief Executive Officer (2022 to present) Arconic Corporation • Chief Executive Officer (2018 to 2019) General Electric (“GE”) • Chief Executive Officer, GE Appliances, and Sr. Vice President of Haier Group (2016 to 2017) • President and CEO, GE Appliances and Lighting (2011 to 2016) • Held significant leadership roles in Aviation, Energy, and Appliances during a 24-year career | OTHER PUBLIC COMPANY DIRECTORSHIPS • Fluor Corporation (since 2025) • Arconic Corporation (2018 to 2019) EXPERIENCE AND RELEVANT SKILLS • Boardroom experience at various large foundations and associations • Managerial and operational best practices, particularly in industrial equipment markets University of Virginia • Montgomery Distinguished Professor of Practice, School of Engineering and Applied Science (2019 to 2022) |

  12. Continuing Directors

    | JOHN COHN | | Independent | Director since 2002 | | AGE 71 COMMITTEES • Audit | CAREER HIGHLIGHTS CrossBorder Strategic Solutions, a strategic advisory firm that assists companies to expand globally with specific focus on execution • President (2019 to present) Rockwell Automation, a global leader in automation and digital transformation • Senior Vice President, Asia Business Planning and Execution (2011 to 2019) • Senior Vice President, European Business Planning and Execution (2009 to 2011) • Senior Vice President, Strategic Development and Communications (1999 to 2009) | OTHER PUBLIC COMPANY DIRECTORSHIPS • None held during the past five years EXPERIENCE AND RELEVANT SKILLS • Expertise in executing global market and business development opportunities in industrial and aerospace markets • Change management, M&A, and strategy implementation |

  13. Continuing Directors

    | DANIEL KORTE | | Independent | Director since 2017 | | AGE 65 COMMITTEES • Executive • Human Capital & Compensation (Chair) • Nominating and Governance | CAREER HIGHLIGHTS PPG Industries • Global Vice President, Aerospace (2018 to January 2024), remaining an advisor until April 2024 to assist with transition activities • Joined as Global Vice President-Elect of the Aerospace Products business (2018) LMI Aerospace, now part of the Sonaca Group • Chief Executive Officer (2014 to 2017) Rolls-Royce Defense Group • President, Defense in Washington, D.C. and London, UK (2009 to 2012) The Boeing Company • Held various senior level roles in supply chain, program management, and general management (1985 to 2009) | OTHER PUBLIC COMPANY DIRECTORSHIPS • Ducommun Incorporated (since 2024) EXPERIENCE AND RELEVANT SKILLS • Significant experience leading companies of varying sizes through M&A transactions • Business development, operational efficiency, creation of operating models, and strategy development |

  14. Continuing Directors

    Directors Remaining in Office until the SECOND Annual Meeting after THIS annual meeting

  15. Continuing Directors

    | RAJEEV BHALLA | | Independent | Director since 2021 | | AGE 62 COMMITTEES • Audit (Chair and Financial Expert) • Executive | CAREER HIGHLIGHTS Consultant • Consultant for various strategic and financial advisory services (2019 to present) Cerberus Operating and Advisory Company • Operating Partner (2019 to 2023) CIRCOR International • Executive Vice President, Chief Financial Officer (2013 to 2018) Sikorsky Aircraft • Vice President of Finance and Chief Financial Officer (2012 to 2013) Pratt & Whitney • Vice President of Finance and Chief Financial Officer (2005 to 2012) Lockheed Martin • Corporate Controller (2001 to 2005) PricewaterhouseCoopers • Partner (1997 to 2001) | OTHER PUBLIC COMPANY DIRECTORSHIPS • None held during the past five years EXPERIENCE AND RELEVANT SKILLS • Significant experience in financial management of large companies in the aerospace industry and beyond • Investor relations, P&L management, capital deployment, and due diligence |

  16. Continuing Directors

    | EILEEN PATERSON | | Independent | Director since 2017 | | AGE 59 COMMITTEES • Executive • Human Capital & Compensation • Nominating and Governance (Chair) | CAREER HIGHLIGHTS Aerojet Rocketdyne, a manufacturer of aerospace and defense products • Chief Executive Officer (2015 to 2023) • Chief Operating Officer (2015) United Technologies Corporation • President of Pratt & Whitney AeroPower’s auxiliary power unit and small turbojet propulsion business (2012 to 2015) • Held various senior level roles (2003 to 2012) Ford Motor Company and Visteon Corporation • Various leadership roles managing production operations U.S. Army • Seven years as an active duty aviator and airfield commander | OTHER PUBLIC COMPANY DIRECTORSHIPS • Constellation Energy (since 2024) • Marathon Petroleum (since 2024) • Aerojet Rocketdyne (2015 to 2023) EXPERIENCE AND RELEVANT SKILLS • P&L management, operations, quality, and supply chain • Significant boardroom experience at public aerospace, space, defense, and energy companies • Extensive practical knowledge of product use cases as an aviator and airfield commander in the U.S. Army |

  17. Continuing Directors

    | GREGG SENGSTACK | | LEAD DIRECTOR — Independent | Director since 2011 | | AGE 67 COMMITTEES • Audit (Financial Expert) • Executive | CAREER HIGHLIGHTS Franklin Electric, a manufacturer and distributor of water and fuel pumping systems • Executive Chairperson of the Board of Directors (July 2024 to April 2025) • Chairperson of the Board (2015 to July 2024) • President and Chief Executive Officer (2014 to 2024) • President and Chief Operating Officer (2011 to 2014) • President of the International Water Systems and Fueling Group (2005 to 2011) • Chief Financial Officer (1999 to 2005) • Joined in 1998 and served in various roles of increasing responsibility; worked on numerous acquisitions in the U.S. and overseas | OTHER PUBLIC COMPANY DIRECTORSHIPS • Allegion (since 2024) • Franklin Electric (since 2014) EXPERIENCE AND RELEVANT SKILLS • Strong knowledge of general management in domestic and international markets • P&L management, financial management, M&A, and strategic growth • Holds an Airline Transport Pilot license (since 1981) |

  18. KEY TERMS OF THE FISCAL YEAR 2025 ANNUAL EQUITY AWARDS/ COMPENSATION TO NON-EMPLOYEE DIRECTORS

    | DIRECTOR | FEES EARNED OR PAID IN CASH ($) | STOCK AWARDS(1) ($) | OPTION AWARDS(1) ($) | TOTAL ($) | | Rajeev Bhalla | 113,000 | 144,955 | — | 257,955 | | John Cohn | 103,000 | 72,478 | 72,442 | 247,920 | | David Hess | 103,000 | 144,955 | — | 247,955 | | Daniel Korte | 111,500 | 144,955 | — | 256,455 | | Eileen Paterson | 111,500 | 144,955 | — | 256,455 | | Mary Petryszyn(2) | 103,000 | 144,955 | — | 247,955 | | Gregg Sengstack | 133,000 | — | 144,961 | 277,961 | | Tana Utley | 103,000 | 144,955 | — | 247,955 |

  19. CD&A CONTENTS

    | 39 | ELEMENTS OF COMPENSATION | | 39 | Fiscal 2025 NEO Target Pay Mix | | 39 | Base Salary | | 40 | Short-Term Incentive Compensation | | 42 | Long-Term Incentive Compensation |

  20. CD&A CONTENTS

    | 45 | PERQUISITES | | 45 | CHANGES TO LTI PLAN FOR FISCAL YEAR 2026 | | 45 | OTHER COMPENSATION PROGRAMS | | 46 | POST-EMPLOYMENT COMPENSATION AND EMPLOYMENT CONTRACTS | | 47 | COMPENSATION POLICIES AND PRACTICES |

  21. NEO AND PRINCIPAL POSITION DURING FISCAL YEAR 2025

    | FISCAL YEAR 2025 SHORT‑TERM INCENTIVE PLAN PAYOUTS | • In November 2025, the Human Capital & Compensation Committee approved final payouts under our fiscal year 2025 short-term incentive plan (“STIP”), which we call the Enterprise Incentive Plan (“EIP”). Performance was achieved at 127% of target. | | FISCAL YEAR 2025 LTI PLAN AWARDS | • Our long-term incentive plan (the “LTI Plan”) for fiscal year 2025 consisted 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%). • In November 2024, the Human Capital & Compensation Committee approved the award of the fiscal year 2025 PSUs to our NEOs. 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. • In February 2025, the Human Capital & Compensation Committee approved the award of fiscal year 2025 time-based equity awards. In accordance with our Equity Choice program, all NEOs elected to receive 100% RSUs, which will vest over a period of three years from the grant date at the rate of 33.33% per year. | | FISCAL YEAR 2023 CASH LTI AWARDS | • In November 2025, the Human Capital & Compensation Committee certified the achievement of the fiscal year 2023-2025 Cash LTI awards, with such awards earned at 200% of target. Performance was measured over a three-year period based on the Company’s relative performance against the S&P MidCap 400 for return on capital and earnings per share growth. Mr. Blankenship, Mr. Cromwell, and Mr. Voskuil received these awards; Mr. Lacey and Mr. Hobbs did not participate in the Cash LTI program. There are no remaining open performance cycles for the Cash LTI plan. |

  22. NEO AND PRINCIPAL POSITION DURING FISCAL YEAR 2025

    | WHAT WE DO | • Significant portion of our executives' compensation opportunity is at-risk • Annual review of our executive compensation strategy • Robust compensation peer group adopted on an annual basis, and then used to evaluate the market-competitiveness of our executive compensation program • 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 bonuses under our STIP and certain equity incentives are subject to Company and/or stock price performance • 50% of long-term incentive awards to officers are provided in the form of performance-based equity awards • Multi-year vesting periods for employee equity awards • Rigorous approach to aligning performance metrics with appropriate time horizons, supporting strong alignment with stockholder interests • Caps on performance-based short- and long-term incentives, including when TSR is negative • Double-trigger provisions for payments related to a change in control • Annual risk assessment of our compensation programs • Clawback policy for incentive-based compensation (cash and equity) • Stock ownership guidelines for executive officers and directors |

  23. NEO AND PRINCIPAL POSITION DURING FISCAL YEAR 2025

    | WHAT WE DON’T DO | • No excise tax 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 |

  24. Compensation Objectives and Philosophy

    | | | | | | • attract, retain and motivate superior talent who exemplify the 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 compensation to key business strategies, financial performance, stockholder interests, and long‑term value creation | • focus on pay-for-performance by providing at-risk, performance-based pay opportunities that comprise a significant portion of the total compensation opportunity to motivate and reward for strong performance |

  25. Role of the Compensation Consultant

    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 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 also provides guidance to the Nominating and Governance Committee with respect to non-employee director compensation. FW Cook does not provide any other services to the Company or management.

  26. 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, 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.

  27. Competitive Market-Based Compensation Approach

    Competitive Market-Based Compensation Approach Our executive compensation program is benchmarked to be competitive with 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. In consultation with FW Cook, the Human Capital & Compensation Committee reviews the compensation peer group annually, and makes modifications if appropriate. In April 2024, the Human Capital & Compensation Committee approved a compensation peer group for fiscal year 2025 compensation decisions based on the following criteria:

  28. Competitive Market-Based Compensation Approach

    | COMPETITORS FOR BUSINESS AND/OR EMPLOYEE/ EXECUTIVE TALENT; SIMILAR MARKETS SERVED | • 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 | | SIMILAR IN SIZE TO WOODWARD | • Companies with revenues between 0.33x to 3x Woodward’s revenues • Companies with market capitalizations between 0.25x and 4x Woodward’s market capitalization • Secondary Metrics: • operating income, • enterprise value, and • headcount |

  29. Competitive Market-Based Compensation Approach

    Based on its annual review, the Human Capital & Compensation Committee determined to remove Aerojet Rocketdyne from the fiscal year 2025 compensation peer group due its acquisition by L3Harris Technologies, Inc. No other changes were made to the fiscal year 2025 compensation peer group as compared to 2024. Woodward’s revenues at the time of approval of this compensation peer group were positioned around the 44th percentile of the peer group and our market capitalization was positioned at the 53rd percentile. The companies comprising the fiscal year 2025 compensation peer group were as follows:

  30. FISCAL YEAR 2025 COMPENSATION PEER GROUP

    FISCAL YEAR 2025 COMPENSATION PEER GROUP

  31. FISCAL YEAR 2025 COMPENSATION PEER GROUP

    | • Barnes Group Inc. | • Hexcel Corporation | • Kennametal Inc. | | • Crane Co. | • Howmet Aerospace, Inc. | • Moog Inc. | | • Curtiss-Wright Corporation | • Hubbell Inc. | • Nordson Corporation | | • Donaldson Company, Inc. | • IDEX Corporation | • Sensata Technologies Holding plc | | • Flowserve Corp. | • ITT Inc. | • The Timken Company | | • Graco Inc. | | |

  32. FISCAL YEAR 2025 COMPENSATION PEER GROUP

    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

  33. Short-Term Incentive Compensation

    Short-Term Incentive Compensation All executive officers participate in the EIP. 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:

  34. Short-Term Incentive Compensation

    | • 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 2025, the EIP was based 80% on financial metrics and 20% on strategic metrics. | |

  35. Financial Metrics (80% Weight)

    Financial Metrics (80% Weight) For fiscal year 2025 EIP, the Human Capital & Compensation Committee determined to use EIP Earnings Per Share (“EIP EPS”) and EIP 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 2025, “EIP EPS” and “EIP 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 calculated without consideration to infrequent or 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: acquisitions or divestitures; reorganization or restructuring activities; litigation or claim judgments or settlements; 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; foreign exchange fluctuations; asset write-downs; stock repurchases; or other significant elements or items as provided in Section 11.2 of the Woodward 2017 Omnibus Incentive Plan. In addition, 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. Application of the above factors resulted in the financial payout factor shown in the table below. Please refer to “Annex 1 — Adjusted and Non-U.S. GAAP Financial Measures” at the end of this proxy statement to see the adjustments made for purposes of EIP EPS and EIP Free Cash Flow. The following table sets out the fiscal year 2025 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 proximate to the target level of performance.

  36. 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 (%) | | EIP Earnings Per Share ($) | 50% | 5.30 | 5.99 | 6.24 | 6.49 | 7.18 | 6.91 | 165% | 82% | | EIP Free Cash Flow ($) | 50% | 260M | 335M | 360M | 385M | 460M | 343 | 93% | 47% | | Financial Payout Factor | | | | | | | | | 129% |

  37. Strategic Metrics (20% Weight)

    | STRATEGIC METRICS | PAYOUT FACTOR (0-200%) | | Safety, People & Culture | 120% |

  38. 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.

  39. Summary of EIP Payout Calculations

    | EIP PAYOUT FACTOR | WEIGHTING (%) | 2025 PAYOUT FACTORS (%) | WEIGHTED PAYOUT (%) | | Financial Metrics | 80% | 129% | 103% | | Strategic Metrics | 20% | 120% | 24% | | Overall Payout Factor | | | 127% |

  40. Summary of EIP Payout Calculations

    | NEO | TARGET AS A % OF BASE SALARY(1) | TARGET AWARD ($) | PAYOUT FACTOR (%) | PAYOUT ($) | | Charles Blankenship, Jr. | 120% | 1,413,465 | 127% | 1,795,100 | | William Lacey | 80% | 494,615 | 127% | 628,161 | | Thomas Cromwell | 80% | 554,831 | 127% | 704,636 | | Randall Hobbs | 80% | 480,125 | 127% | 609,759 | | Terence Voskuil | 80% | 460,462 | 127% | 584,786 |

  41. Summary of EIP Payout Calculations

    (1) For purposes of the EIP, “base salary” means eligible base wages paid during the applicable fiscal year. Target percentages are unchanged from fiscal year 2024.

  42. Long-Term Incentive Compensation

    Long-Term Incentive Compensation

  43. Long-Term Incentive Compensation

    | Similar to fiscal year 2024, our LTI Plan for fiscal year 2025 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 stockholder value. | |

  44. Long-Term Incentive Compensation

    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.

  45. Time-Based Equity Compensation

    Time-Based Equity Compensation Pursuant to our Equity Choice program, our executive officers could elect whether their annual time-based equity grant was comprised of: (i) 100% stock options, (ii) 100% RSUs, or (iii) 50% stock options and 50% RSUs. We believe stock options are aligned with stockholder interests because the participant does not benefit from the award unless there is stockholder 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. All NEOs elected to receive 100% RSUs in fiscal year 2025. The grant date for our fiscal year 2025 annual time-based equity awards was February 10, 2025. RSUs 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. Had any stock options been awarded, they would have vested 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, and the exercise price would have been equal to the closing price as quoted on Nasdaq on the grant date. The Human Capital & Compensation Committee selected the applicable RSU and stock option vesting periods to align with market practice. The time-based equity awards granted to our NEOs under the LTI Plan in fiscal year 2025 were as follows:

  46. Time-Based Equity Compensation

    | NAME | EQUITY CHOICE ELECTION | APPROVED AWARD VALUE ($) | NUMBER OF RSUS (#) | NUMBER OF STOCK OPTIONS (#) | | Charles Blankenship, Jr. | 100% RSUs | 2,950,000 | 15,277 | — | | William Lacey | 100% RSUs | 637,500 | 3,301 | — | | Thomas Cromwell | 100% RSUs | 925,000 | 4,790 | — | | Randall Hobbs | 100% RSUs | 412,500 | 2,136 | — | | Terence Voskuil | 100% RSUs | 412,500 | 2,136 | — |

  47. Performance-Based Equity Compensation

    Performance-Based Equity Compensation Performance-based equity is 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% of target. The ultimate payout (if any) is based on the following performance criteria:

  48. 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 |

  49. Performance-Based Equity Compensation

    Linear interpolation applies for performance between disclosed payout levels. Measuring performance on a relative basis mitigates the impact of macroeconomic factors (both positive and negative) that are beyond management’s control, 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 stockholders. All fiscal year 2025 PSUs were granted on November 27, 2024. The target number of PSUs is equal to the approved award 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 2025 were as follows:

  50. Performance-Based Equity Compensation

    | NAME | APPROVED AWARD VALUE ($) | TARGET NUMBER OF PSUS (#) | | Charles Blankenship, Jr. | 2,950,000 | 14,997 | | William Lacey | 637,500 | 3,240 | | Thomas Cromwell | 925,000 | 4,702 | | Randall Hobbs | 412,500 | 2,097 | | Terence Voskuil | 412,500 | 2,097 |

  51. Long-Term Cash Compensation

    Long-Term Cash Compensation 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 or 2025. Nonetheless, the three-year performance cycle for the 2023 Cash LTI awards was completed in the 2025 fiscal year. There are no remaining open performance cycles for the Cash LTI plan.

  52. 2023 Cash LTI – 2025 Fiscal Year Performance

    2023 Cash LTI – 2025 Fiscal Year Performance In November 2025, the Human Capital & Compensation Committee certified the following performance achievement and associated payouts under the fiscal year 2023-2025 Cash LTI awards.

  53. 2023 Cash LTI – 2025 Fiscal Year Performance

    | METRIC(1) | WEIGHTING (%) | COMPANY PERFORMANCE | ACHIEVEMENT PERCENTAGE OF PERFORMANCE GOAL | ACTUAL PAYOUT AS A % OF TOTAL TARGET BONUS | | Return on Capital | 50% | 75.4 Percentile | 200% | 100% | | Growth in Earnings Per Share | 50% | 91.2 Percentile | 200% | 100% | | Total | | | | 200% |

  54. 2023 Cash LTI – 2025 Fiscal Year Performance

    (1) Performance and corresponding payouts under the Cash LTI plan was measured pursuant to a relative measurement methodology that compared our performance to the companies in the S&P MidCap 400 Index. Threshold performance at the 50th percentile would have resulted in a payout at 50% of target; target performance at the 60th percentile would have resulted in a payout at 100% of target; and maximum performance at the 75th percentile would have resulted (and did result) in a payout at 200% of target. Linear interpolation applied for performance between disclosed payout levels. “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, stockholders’ 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 of 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.

  55. 2023 Cash LTI – 2025 Fiscal Year Performance

    | NEO | ACTUAL AWARD ($) | | Charles Blankenship, Jr. | 1,100,000 | | William Lacey(1) | — | | Thomas Cromwell | 525,040 | | Randall Hobbs(1) | — | | Terence Voskuil | 364,000 |

  56. 2023 Cash LTI – 2025 Fiscal Year Performance

    Mr. Lacey and Mr. Hobbs did not participate in the Cash LTI plan because their respective employments with the Company began after it was closed to new participants. Perquisites Due to the outcome of a threat, vulnerability, and risk assessment conducted because of increased security threats, which include specific threats to our CEO’s safety arising directly as a result of his position with the Company, the CEO is now required to use Company aircraft for all personal and business travel within North America. The Human Capital & Compensation approved this arrangement. Management provides regular reports to the Chairperson of the Human Capital & Compensation Committee regarding personal use of Company aircraft by the CEO. The Company actively monitors the evolving risk environment and will recommend to the Human Capital & Compensation Committee updated security protocols, as necessary. The other NEOs may also use Company aircraft for limited personal travel, depending on circumstances and availability, and only upon receiving the approval of the CEO or the General Counsel. We also provide our NEOs with supplemental long-term disability insurance, and we offer them an opportunity to participate annually in an executive physical program to promote overall health and wellness. In fiscal year 2024, the Human Capital & Compensation Committee approved certain relocation benefits for the CEO through December 31, 2024, which was the last day of the first quarter of fiscal year 2025. These benefits included the reimbursement of his commute between his current state of residence and Fort Collins, Colorado, as well as temporary housing (“Commuting Benefits”). The Human Capital & Compensation Committee regularly reviews our practices and disclosures regarding perquisites. The incremental cost to the Company of providing these perquisites to the NEOs is reflected in the “All Other Compensation” column of the Summary Compensation Table. All NEOs are taxed on the benefit value of these benefits and perquisites, and the Company does not provide any tax gross-ups related to such amounts. CHanges to LTI PLan for FIscal year 2026 Effective for fiscal year 2026, the Human Capital & Compensation Committee has determined to make certain changes to the LTI Plan. The LTI Plan will again be comprised of time-based equity in the form of stock options and/or RSUs (weighted 50%) and performance-based equity in the form PSUs (weighted 50%). However, the PSUs will now be evenly weighted between two different PSU types. • 50% of the fiscal year 2026 PSU awards to our NEOs will be based on the achievement of TSR relative to the companies in the S&P MidCap 400 Index (the “rTSR PSUs”). The rTSR PSUs will vest over a three-year performance period, and they will now be subject to a mandatory one-year post vest holding period. The maximum payout opportunity will be 200%, as compared to 150% for fiscal year 2025. • 50% of the fiscal year 2026 PSU awards to our NEOs will now be based on the achievement of certain return on invested capital goals (the “ROIC PSUs”). The ROIC PSUs will vest at the end of a three-year performance period. ROIC performance will be measured over three discrete, equally weighted one-year periods, with earned awards vested and distributed following the end of the third year. The maximum payout opportunity for the ROIC PSUs will be 200%. Other Compensation Programs The NEOs are eligible to participate in health, welfare, and retirement benefits on the same basis as all of our U.S. employees. 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 Company-sponsored 401(k) tax-qualified retirement savings plan (the “Woodward Retirement Savings Plan”). We match employee contributions 100% for the first 3% of eligible compensation that is contributed and 50% for the next 3% of eligible compensation that is contributed (up to a 4.5% match). Additionally, we maintain the Woodward Stock Plan inside of the Woodward Retirement Savings Plan, to which the Company makes an annual contribution on behalf of each eligible employee of 5% of eligible wages. Employee contributions, Company match contributions, and Woodward Stock Plan contributions are all vested immediately; 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. Mr. Voskuil is the only NEO who participates in the Retirement Income Plan. 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 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 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.

  57. 2023 Cash LTI – 2025 Fiscal Year Performance

    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.” Compensation policies and practices

  58. 2023 Cash LTI – 2025 Fiscal Year Performance

    | 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 Nasdaq listing rules. A copy of our insider trading policy was filed as an exhibit to our Annual Report on Form 10-K for fiscal 2025. | | 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 was filed as an exhibit to our Annual Report on Form 10-K for fiscal 2025 and 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. 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. | | STOCK OWNERSHIP GUIDELINES | To align the interests and objectives of our directors and officers with those of our stockholders, the Board has established stock ownership guidelines. Accumulation of the value of stock required under the ownership guidelines is generally required within 60 months of the date such person becomes subject to the updated guidelines. The securities counted toward the ownership requirement include common stock, unvested RSUs, and Woodward shares held in the Woodward Retirement Savings Plan and EBP. Unearned PSUs and the value attributable to unexercised stock options, whether vested or unvested, do not count towards the guidelines. |

  59. Executive Compensation Tables and Narrative

    | NAME AND PRINCIPAL POSITION DURING FISCAL YEAR 2025 | FISCAL YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS(1) ($) | OPTION AWARDS ($) | NON-EQUITY INCENTIVE PLAN COMPENSATION(2) ($) | ALL OTHER COMPENSATION(3) ($) | TOTAL ($) | | Charles Blankenship, Jr. | 2025 | 1,177,887 | - | 5,898,696 | - | 2,895,100 | 511,193 | 10,482,876 | | Chairman and Chief | 2024 | 1,132,885 | - | 7,202,743 | - | 2,191,082 | 651,155 | 11,177,865 | | Executive Officer | 2023 | 1,100,000 | - | 874,561 | 3,159,750 | 1,872,200 | 609,025 | 7,615,536 | | William Lacey | 2025 | 618,269 | - | 1,274,471 | - | 628,161 | 107,684 | 2,628,586 | | Executive Vice President | 2024 | 579,808 | - | 1,516,328 | - | 589,085 | 340,631 | 3,025,852 | | and Chief Financial Officer | 2023 | 191,827 | 400,00 | 719,962 | 440,607 | 212,928 | 105,942 | 2,071,266 | | Thomas Cromwell | 2025 | 693,539 | - | 1,849,455 | - | 1,229,676 | 80,223 | 3,852,894 | | Executive Vice President | 2024 | 670,696 | - | 2,211,245 | - | 1,001,269 | 79,312 | 3,962,522 | | and Chief Operating Officer | 2023 | 649,515 | - | 286,206 | 1,033,962 | 720,962 | 74,178 | 2,764,823 | | Randall Hobbs | 2025 | 600,156 | - | 824,773 | - | 609,759 | 81,205 | 2,115,894 | | Executive Vice President | 2024 | 582,423 | - | 1,121,932 | - | 591,742 | 113,281 | 2,409,378 | | and President, Industrial | 2023 | 459,423 | 700,000 | 4,301,713 | 396,041 | 498,860 | 2,589,439 | 8,945,476 | | Terence Voskuil | 2025 | 575,577 | - | 824,773 | - | 948,786 | 76,316 | 2,425,452 | | Executive Vice President and President, Aerospace | 2024 | 541,923 | - | 692,344 | 255,168 | 727,974 | 73,045 | 2,290,454 |

  60. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table See “Short-Term Incentive Compensation” and “Long-Term Incentive Compensation” in the Compensation Discussion and Analysis above for a discussion of the material terms of the Company’s EIP, RSU, and PSU awards. The Company’s NEOs are not employed under general employment contracts and are employees at-will. See “Potential Payments Upon Termination or Change in Control” for a description of NEO severance and change in control agreements, and a discussion of the termination and change in control provisions to which NEOs may be entitled, including with respect to treatment of outstanding stock option, RSU, and PSU awards. Outstanding Equity Awards at Fiscal Year-End (September 30, 2025) The following table provides information regarding the outstanding equity awards held by each of the NEOs as of September 30, 2025. The market values shown in the table are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on September 30, 2025, which was $252.71:

  61. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | | OPTION AWARDS(1) | | | | STOCK AWARDS | | | | | NAME | GRANT DATE | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS — EXERCISABLE (#) | NUMBER OF SECURITIES UNDERLYING UNEXERCISED OPTIONS — UNEXERCISABLE (#) | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | NUMBER OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED (#) | MARKET VALUE OF SHARES OR UNITS OF STOCK THAT HAVE NOT VESTED ($) | EQUITY INCENTIVE PLAN AWARDS: NUMBER OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED(2) (#) | EQUITY INCENTIVE PLAN AWARDS: MARKET OR PAYOUT VALUE OF UNEARNED SHARES, UNITS, OR OTHER RIGHTS THAT HAVE NOT VESTED ($) | | Blankenship | 05/09/2022 | 12,625 | 12,625 | 98.34 | 05/09/2032 | | | | | | | 10/03/2022 | 23,822 | 47,644 | 83.24 | 10/03/2032 | | | | | | | 10/03/2022 | | | | | 5,314(3) | 1,342,781 | | | | | 11/27/2023 | | | | | | | 34,377 | 8,687,485 | | | 02/12/2024 | | | | | 18,959(4) | 4,791,159 | | | | | 11/27/2024 | | | | | | | 22,584 | 5,707,089 | | | 02/10/2025 | | | | | 15,337(4) | 3,875,762 | | | | Lacey | 8/21/2023 | | | | | 5,835(5) | 1,474,498 | | | | | 8/21/2023 | 4,147 | 4,146 | 124.82 | 08/21/2033 | | | | | | | 11/27/2023 | | | | | | | 7,237 | 1,828,844 | | | 02/12/2024 | | | | | 3,991(4) | 1,008,665 | | | | | 11/27/2024 | | | | | | | 4,879 | 1,232,978 | | | 02/10/2025 | | | | | 3,314(4) | 837,461 | | | | Cromwell | 10/01/2021 | 22,275 | 7,425 | 117.64 | 10/01/2031 | | | | | | | 10/03/2022 | 15,591 | 15,590 | 83.24 | 10/03/2032 | | | | | | | 10/03/2022 | | | | | 1,739(3) | 439,348 | | | | | 11/27/2023 | | | | | | | 10,553 | 2,666,889 | | | 02/12/2024 | | | | | 5,820(4) | 1,470,885 | | | | | 11/27/2024 | | | | | | | 7,081 | 1,789,340 | | | 02/10/2025 | | | | | 4,809(4) | 1,215,219 | | | | Hobbs | 12/05/2022 | | | | | 5,284(6) | 1,335,201 | | | | | 12/05/2022 | | | | | 1,458(3) | 368,518 | | | | | 12/05/2022 | 5,091 | 5,090 | 96.30 | 12/05/2032 | | | | | | | 12/05/2022 | | | | | 36,986(7) | 9,346,666 | | | | | 11/27/2023 | | | | | 669(8) | 168,962 | | | | | 11/27/2023 | | | | | | | 4,522 | 1,142,788 | | | 02/12/2024 | | | | | 2,495(4) | 630,416 | | | | | 11/27/2024 | | | | | | | 3,158 | 798,011 | | | 02/10/2025 | | | | | 2,144(4) | 541,901 | | | | Voskuil | 10/01/2021 | 6,225 | 2,075 | 117.64 | 10/01/2031 | | | | | | | 10/03/2022 | 6,010 | 6,008 | 83.24 | 10/03/2032 | | | | | | | 10/03/2022 | | | | | 670(3) | 169,297 | | | | | 11/27/2023 | | | | | | | 4,522 | 1,142,788 | | | 02/12/2024 | | | | | 1,246(4) | 314,953 | | | | | 02/12/2024 | 1,097 | 3,291 | 137.76 | 02/12/2034 | | | | | | | 11/27/2024 | | | | | | | 3,158 | 798,011 | | | 02/10/2025 | | | | | 2,144(4) | 541,901 | | |

  62. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Option tranches granted to all NEOs vest over four years at a rate of 25% per year. (2) PSUs will vest after a three-year performance period, generally subject to both continuous service and achievement of goals. Because performance goals are tracking to be achieved above target, in accordance with SEC rules, all shares reported in this column are assumed at maximum, and final shares vested will be determined based on goal attainment. See “Compensation Discussion and Analysis” for additional information relating to these provisions, including performance criteria. (3) These RSUs vest over four years at a rate of 25% per year (generally subject to continued employment), and the total number of RSUs that have not vested include additional units issued in connection with the dividend reinvestment provisions of the Company’s RSU awards. (4) These RSUs vest over three years at a rate of 33.3% per year (generally subject to continued employment), and the total number of RSUs that have not vested include additional units issued in connection with the dividend reinvestment provisions of the Company’s RSU awards. (5) RSUs granted to Mr. Lacey on August 21, 2023 will cliff vest on August 21, 2026 (generally subject to his continued employment), and the total number of RSUs that have not vested include additional units issued in connection with the dividend reinvestment provisions of the Company’s RSU awards. (6) RSUs granted to Mr. Hobbs on December 5, 2022 will vest in full on December 5, 2025. (7) RSUs granted to Mr. Hobbs on December 5, 2022 vested as to 50% of the RSUs on December 5, 2025 and 50% will vest on December 5, 2026 (generally subject to continued employment; provided, however, that if the Company terminates Mr. Hobbs’ employment other than for “Cause” prior to vesting, such RSUs would immediately vest upon such termination). (8) RSUs granted to Mr. Hobbs on November 27, 2023, all of which vested on November 27, 2025. Option Exercises and Stock Vested Table The following table provides the amounts received (net of the exercise price) upon the exercise of options or similar instruments or the vesting of stock or similar instruments during fiscal year 2025:

  63. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | | OPTION AWARDS | | STOCK AWARDS | | | NAME | NUMBER OF SHARES ACQUIRED ON EXERCISE (#) | VALUE REALIZED ON EXERCISE ($) | NUMBER OF SHARES ACQUIRED ON VESTING (#) | VALUE REALIZED ON VESTING ($) | | Charles Blankenship, Jr. | 49,072 | 5,964,155 | 47,420 | 9,185,384 | | William Lacey | - | - | 1,988 | 379,593 | | Thomas Cromwell | 109,141 | 10,001,228 | 3,765 | 697,493 | | Randall Hobbs | - | - | 2,635 | 488,276 | | Terence Voskuil | 24,600 | 3,788,066 | 955 | 174,204 |

  64. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    Nonqualified Deferred Compensation Table at Fiscal Year-End The following table discloses contributions, earnings and balances under the EBP, the Company’s nonqualified deferred compensation plan, for each NEO, during fiscal year 2025:

  65. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    | NAME | EXECUTIVE CONTRIBUTIONS(1) ($) | COMPANY CONTRIBUTIONS(2) ($) | AGGREGATE EARNINGS ($) | AGGREGATE WITHDRAWALS/ DISTRIBUTIONS ($) | AGGREGATE BALANCE AT SEPTEMBER 30(3) ($) | | Charles Blankenship, Jr. | - | 76,000 | 24,752 | - | 228,116 | | William Lacey | - | 24,225 | 3,179 | - | 27,732 | | Thomas Cromwell | 340,714 | 31,445 | 485,562 | - | 1,812,907 | | Randall Hobbs | 44,212 | 22,990 | 307,955 | - | 3,709,462 | | Terence Voskuil | - | 25,010 | 11,855 | - | 110,498 |

  66. Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

    (1) This amount is included in amounts reported in the Salary column of the Summary Compensation Table. (2) These amounts are included in amounts reported in the All Other Compensation column of the Summary Compensation Table. (3) The portion of the amounts shown in this column that were previously reported in the Summary Compensation Table is as follows: Mr. Blankenship, $110,492; Mr. Lacey, $301; Mr. Cromwell, $613,970; Mr. Hobbs, $2,522,800; Mr. Voskuil, $23,180. With respect to Mr. Hobbs, on his employment start date of December 5, 2022, the Company made a cash contribution in the amount of $2,500,000 to Mr. Hobbs’ EBP account, with vesting to be 100% at the end of four years, and with Mr. Hobbs’ having full investment authority and related appreciation benefits or depreciation risk. If the Company terminates Mr. Hobbs’ employment (other than for “Cause” as is defined in Mr. Hobbs’ officer Severance and Change in Control Agreement) prior to the vesting of this contribution, then the contribution would immediately vest upon such termination.

  67. Narrative Disclosure of Nonqualified Deferred Compensation Table

    Narrative Disclosure of Nonqualified Deferred Compensation Table The EBP is a non-qualified, deferred compensation plan designed to allow for supplemental retirement savings above the limits imposed by the IRS. If deferrals are above the Code limits on eligible compensation, then the account is credited by the Company with a percentage “match” contribution equivalent to that available under the Woodward Retirement Savings Plan. All contributions are made on a tax-deferred basis. Eligible participants are selected to participate based on criteria that include incentive pay level, salary level and significant accountability to produce or contribute to key business results. Amounts deferred under the EBP earn deemed investment returns based on the same investment alternatives available to participants under the Woodward Retirement Savings Plan. Deemed investments into Woodward common stock are generally permitted, except that supplemental contributions by the Company to the EBP are not permitted to initially be deemed invested in Woodward stock. Eligible employee participants may defer up to 50% of base salary for a plan year and up to 100% of cash incentive compensation. All distribution elections must be made in advance of the plan year. At the time of the deferral election, the participant must designate the time and form of distribution. Distributions may also be elected for future dates during employment; however, any future date selected must be at least five plan years after the plan year in which the deferral is credited to the account. Distributions from the plan are made in cash; however, any payment made that is attributable to the portion of the participant’s account deemed invested in Company stock is made in whole shares of Company stock with fractional shares paid in cash. Amounts included in the EBP are 100% vested at all times. Potential Payments Upon Termination or Change in Control This section explains the payments and benefits to which the NEOs would be entitled in various termination of employment scenarios. The “Retirement”, “Death and Disability”, “Qualifying Termination Outside of a Change in Control”, and “Qualifying Termination in Connection with a Change in Control” tables below report hypothetical amounts only. For purposes of these scenarios, we have assumed that the NEOs’ hypothetical termination of employment and change-in-control occurred on the last day of our fiscal year 2025. The intent of this section is to isolate those payments and benefits for which the amount, vesting, or time of payment is altered by the termination of employment in the described circumstances. In addition to the amounts described in this section, the NEOs would receive the amounts earned under the EIP and Cash LTI plan for the performance period ending on September 30, 2025 (see Summary Compensation Table, non-equity incentive column).

  68. Retirement

    Retirement NEOs are retirement-eligible if (i) the NEO is at least age 55 with 10 years as of service, (ii) the NEO is at least age 65 with no minimum years of service requirement, or (iii) the NEO first became an employee when he was age 55 or older and thereafter achieves two or more years of service. Mr. Blankenship and Mr. Voskuil are retirement-eligible; the other NEOs are not. If an NEO was eligible for retirement as of the end of fiscal year 2025, such NEO would have generally received the following upon retirement on such date: • Continued vesting of RSUs and continued vesting and exercisability (in accordance with the original vesting schedule) of unvested stock options following retirement; and • Continued vesting of PSUs and a payout at the end of the performance period based on actual performance during the performance period. If the NEO was granted the PSU award less than one year prior to the NEO’s termination while eligible for retirement, the PSU award would be prorated based on the portion of the one-year period served prior to the termination. The following table shows the amount each NEO would have received on account of retirement occurring on the last business day of our fiscal year.

  69. Pay Ratio Disclosure

    Pay Ratio Disclosure Pursuant to Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and SEC rules, we are providing the following information about the ratio of the annualized total compensation of our CEO Mr. Blankenship, and the annual total compensation of our median employee (such ratio generally, the “CEO Pay Ratio”). The table below sets for our CEO Pay Ratio for fiscal year 2025. Mr. Blankenship’s compensation is as reported in the “Total” column of the Summary Compensation Table in this proxy statement.

  70. Pay Ratio Disclosure

    | EMPLOYEE | TOTAL COMPENSATION FOR FISCAL YEAR ENDED SEPTEMBER 30, 2025 ($) | | Mr. Blankenship, our CEO | 10,482,876 | | Our median employee | 70,274 | | CEO Pay Ratio | 149:1 |

  71. Pay Ratio Disclosure

    In accordance with SEC rules, we identified the median employee as of July 1, 2023 by: (i) aggregating for each applicable employee for the 12‑month period from July 1, 2022 through June 30, 2023: (A) regular pay received, (B) overtime paid, (C) pay premiums or differentials received, (D) sick pay received, (E) on-call pay received, and (F) vacation pay received, and (ii) ranking this aggregate compensation measure for our employees from lowest to highest. Annualizations were performed for employees hired during fiscal 2023. All non-U.S. currencies were converted to USD using exchange rates as of August 31, 2023 for the purposes of this calculation. This calculation was performed for all employees of Woodward excluding Mr. Blankenship, except as disclosed below. For purposes of identifying the median employee, individuals (with corresponding number of employees) who were employed in Australia (3), Brazil (29), France (5), India (65), Italy (1), Japan (47), Korea (12), The Netherlands (13), Saudi Arabia (6), Singapore (55), United Arab Emirates (12), and The United Kingdom (76) were excluded from the employee population, for purposes of this disclosure, pursuant to the de minimis exemption as permitted by SEC rules. After taking into consideration the foregoing exceptions, on July 1, 2023, we had 6,205 U.S. employees and 2,066 non-U.S. employees. Ignoring application of the de minimis exemption, on the same date, we had 6,205 U.S. employees and 2,390 non-U.S. employees. In fiscal year 2024, we determined that it was no longer appropriate to use the median employee identified the year prior due to a change in circumstances for such employee. Thus, in fiscal year 2024, we selected another employee whose compensation was substantially similar to the median employee from fiscal year 2023 based on the compensation measure used to select the median employee from fiscal year 2023. In fiscal year 2025, our median employee is the same employee selected for fiscal year 2024. There has been no change in our employee population or employee compensation arrangements since the fiscal year 2023 median employee was identified that we believe would significantly impact our pay ratio disclosure. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. Therefore, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

  72. Pay vs. Performance

    Pay vs. Performance The following table sets forth: (i) the compensation for Thomas Gendron, our principal executive officer (“PEO”) in fiscal year 2021 and fiscal year 2022 until May 9, 2022, (ii) the compensation for Charles Blankenship, our PEO since May 9, 2022, and (iii) the average compensation for our NEOs other than either of our PEOs (“non-PEO NEOs”). Such amounts are reported for fiscal years 2025, 2024, 2023, 2022, and 2021, both as reported in the Summary Compensation Table and with certain adjustments to reflect the “compensation actually paid” (or “CAP”) to such individuals, as calculated in accordance with rules adopted by the SEC in August 2022. In the tables below, Mr. Gendron is referred to as “PEO 1” and Mr. Blankenship is referred to as “PEO 2.” “Compensation actually paid” does not reflect amounts actually realized by either of our PEOs and Non-PEO NEOs and may be higher or lower than amounts, if any, that are actually realized by such individuals. The table below also provides information for each fiscal year regarding our cumulative TSR, the cumulative return of our peer group, our net income, and our EIP EPS. Additional information regarding our compensation philosophy, the structure of our performance-based compensation programs, and compensation decisions made this year is described above in our “Compensation Discussion and Analysis.”

  73. Pay vs. Performance

    | | | | | | | | VALUE OF INITIAL FIXED $100 INVESTMENT BASED ON: | | | | | FISCAL YEAR | SCT* TOTAL FOR PEO 1 ($) | COMPENSATION ACTUALLY PAID TO PEO 1(1)(2) ($) | SCT TOTAL FOR PEO 2 ($) | COMPENSATION ACTUALLY PAID TO PEO 2(1)(2) ($) | AVERAGE SCT TOTAL FOR NON‑PEO NEOS(3)(4) ($) | AVERAGE COMPENSATION ACTUALLY PAID TO NON-PEO NEOS(2)(4) ($) | TOTAL SHAREHOLDER RETURN(5) ($) | PEER GROUP TOTAL SHAREHOLDER RETURN S&P 400 MIDCAP(6) ($) | NET INCOME(7) ($ IN 1,000S) | EIP EPS(8) ($) | | 2025 | N/A | N/A | 10,482,876 | 25,372,870 | 2,755,706 | 6,340,139 | 325 | 189 | 442,111 | 6.91 | | 2024 | N/A | N/A | 11,177,865 | 18,875,282 | 2,986,331 | 4,404,508 | 220 | 178 | 372,971 | 5.36 | | 2023 | N/A | N/A | 7,615,536 | 13,715,786 | 3,054,183 | 4,256,756 | 158 | 141 | 232,368 | 4.21 | | 2022 | 5,025,133 | 16,989 | 6,984,261 | 5,891,379 | 1,421,731 | 365,530 | 101 | 122 | 171,698 | 2.75 | | 2021 | 5,611,439 | 12,792,019 | N/A | N/A | 2,385,323 | 3,965,323 | 142 | 144 | 208,649 | 3.24 |

  74. Pay vs. Performance

    * SCT: Summary Compensation Table (1) Compensation actually paid does not mean that our PEO was actually paid those amounts in the listed fiscal year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC’s rules. For our PEO for fiscal year 2025 (Mr. Blankenship), this is shown in the adjustment table below.

  75. Pay vs. Performance

    | ADJUSTMENTS | ($) | | Summary Compensation Table Total for PEO for Covered Year (Fiscal Year 2025) | 10,482,876 | | Minus Grant Date Fair Value of Equity Awards in Summary Compensation Table for Covered Year | 5,898,696 | | Plus Value, as of Covered Year-End, of Equity Awards Granted During the Covered Year That Were Outstanding and Unvested at Covered Year-End | 9,064,840 | | Plus Year-over-Year Change in Fair Value, between the Immediately Prior Fiscal Year-End and the Covered Fiscal Year-End, of Outstanding and Unvested Equity Awards that Were Granted in Previous Fiscal Years | 10,367,248 | | Plus Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | 0 | | Plus Change in Fair Value, between the Vesting Date and the End of the Immediately Prior Fiscal Year, of Equity Awards Granted in Prior Fiscal Years that Vested in the Covered Year | 1,194,343 | | Minus Fair Value at the End of the Immediately Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | 0 | | Plus Value of Dividends or other Earnings Paid on Stock Option Awards in the Covered Year not Otherwise Reflected in Fair Value or Total Compensation | 162,258 | | Compensation Actually Paid to PEO in the Covered Year | 25,372,870 |

  76. Pay vs. Performance

    For purposes of the adjustments to determine “compensation actually paid,” we computed the fair value of stock option awards and restricted stock units in accordance with ASC 718 as of the end of the relevant fiscal year, other than fair values of equity awards that vested in the Covered Year, which are valued as of the applicable vesting date. The valuation assumptions used in the calculation of such amounts are set forth in Note 21 of Woodward’s financial statements in its Annual Report on Form 10-K for the fiscal year ended September 30, 25, filed with the SEC on November 25, 2025. (3) This figure is the average of the summary compensation table total compensation for the non-PEO NEOs in each listed fiscal year. The names of the non-PEO NEOs for each fiscal year are:

  77. Pay vs. Performance

    | 2025 | William Lacey, Thomas Cromwell, Randall Hobbs, and Terence Voskuil | | 2024 | William Lacey, Thomas Cromwell, A. Christopher Fawzy, Randall Hobbs, and Terence Voskuil | | 2023 | Mark Hartman, Thomas Cromwell, A. Christopher Fawzy, Sagar Patel, William Lacey, Randall Hobbs, and Roger Ross | | 2022 | Mark Hartman, Thomas Cromwell, A. Christopher Fawzy, and Sagar Patel | | 2021 | Thomas Cromwell, Sagar Patel, Roger Ross, and Robert Weber, Jr. |

  78. Pay vs. Performance

    (4) This figure is the average of compensation actually paid for the non-PEO NEOs in each fiscal year. Compensation actually paid does not mean that these NEOs were actually paid those amounts in the listed fiscal year, but this is a dollar amount derived from the starting point of summary compensation table total compensation under the methodology prescribed under the SEC's rules, as shown in the adjustment table below for fiscal year 2025.

  79. Pay vs. Performance

    | ADJUSTMENTS | ($) | | Average Summary Compensation Table Total for Non-PEO NEOs for Covered Year (Fiscal Year 2025) | 2,755,706 | | Minus Non-PEO NEO Average Grant Date Fair Value of Equity Awards in Summary Compensation Table for Covered Year | 1,193,368 | | Plus Non-PEO NEO Average Value, as of Covered Year-End, of Equity Awards Granted During Covered Year That Were Outstanding and Unvested at Covered Year-End | 1,833,908 | | Plus Non-PEO NEO Average Change in Fair Value, between the Immediately Prior Fiscal Year-End and the Covered Fiscal Year-End, of Outstanding and Unvested Equity Awards that Were Granted in Previous Fiscal Years | 2,848,010 | | Plus Non-PEO NEO Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Covered Year | 0 | | Plus Non-PEO NEO Average Change in Fair Value, between the Vesting Date and the End of the Immediately Prior Fiscal Year, of Equity Awards Granted in Prior Fiscal Years that Vested in the Covered Year | 44,608 | | Minus Non-PEO NEO Average Fair Value at the End of the Immediately Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year | 0 | | Plus Value of Dividends or other Earnings Paid on Stock Option Awards in the Covered Year not Otherwise Reflected in Fair Value or Total Compensation | 51,275 | | Average Compensation Actually Paid to Non-PEO NEOs in the Covered Year | 6,340,139 |

  80. Pay vs. Performance

    (5) TSR is calculated by assuming that a $100 investment was made at the close of trading on September 30, 2020 and reinvesting all dividends until the last day of each reported fiscal year. (6) The peer group used is the S&P MidCap 400, as used in the Company's performance graph in our annual report. TSR is calculated by assuming that a $100 investment was made at the close of trading on September 30, 2020 and reinvesting all dividends until the last day of each reported fiscal year. (7) The dollar amounts reported are the Company's net earnings, as reflected in the Company’s audited financial statements. In the Company's assessment, EIP EPS was identified as the most important financial performance measure used by us in fiscal year 2025 to link compensation actually paid to performance. Our definition of EIP EPS is described in the “Compensation Discussion and Analysis.” In fiscal year 2022, in light of performance below threshold, the Human Capital and Compensation Committee (then known as the Compensation Committee) did not evaluate potential adjustments for purposes of the short-term incentive plan. In fiscal year 2021, the Human Capital and Compensation Committee (then known as the Compensation Committee) did not establish specific metrics or criteria under the short-term incentive plan because of the economic challenges resulting from COVID-19 and in an effort to maintain cash and liquidity in the uncertain operating environment caused by the pandemic. For these reasons, amounts included for fiscal years 2022 and 2021 reflect the Company’s adjusted earnings per share in such year as this is the closest measure to EIP EPS. No short-term incentive payout was made to any NEO in fiscal years 2022 or 2021. List of Financial Performance Measures As described in greater detail in the “Compensation Discussion and Analysis,” the Company’s executive compensation program and practices are designed to reinforce our pay-for-performance philosophy and align with sound governance principles. The metrics that the Company uses for both our short-term and long-term incentive awards are selected to promote alignment with our business strategy and to incentivize our NEOs toward long-term stockholder value creation. The financial performance measures identified as the most important and used by the Company to link executive “compensation actually paid” to the Company’s NEOs for the most recently completed fiscal year to the Company’s performance are as follows: • EIP EPS • EIP Free Cash Flow • Return on Capital EIP EPS, EIP Free Cash Flow and Return on Capital are non-GAAP financial measures. For more information on how EIP EPS and EIP Free Cash Flow are calculated, see “Compensation Discussion and Analysis” and “Annex 1 — Adjusted and Non-U.S. GAAP Financial Measures” at the end of this proxy statement. "Return on Capital" means net income, adjusted for accounting changes and after-tax interest expense, divided by the sum of total debt, stockholders’ equity, and non-controlling interest. As noted above, in the Company’s assessment, EIP EPS was identified as the most important financial performance measure we used in fiscal year 2025 to link compensation actually paid to performance.

  81. Pay vs. Performance

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  82. Pay vs. Performance

    Relationship Descriptions The following graphs illustrate the relationship between compensation actually paid for the Covered Years and: • our cumulative TSR and our peer group’s cumulative TSR; • our net income; and • our EIP EPS.