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Woodward, Inc.WWD

Latest proxy: 2025 · view on SEC ↗ · CIK 0000108312

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CEO total pay

$10,482,876

Charles Blankenship, Jr. · 2025

Say on pay

Not disclosed

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CEO pay ratio

Item 402(u)

149:1

Item 402(u) section may live outside the CD&A

Compensation committee

CD&A

Compensation Committee

Per the latest proxy

Filings indexed: 2 · 2025 · 2024

Executive pay

What did they pay them?

From the Summary Compensation Table. Pay mix and YoY are computed from these rows.

Executive	Role	TotalYoY	Pay mix	Salary	Stock	Cash incentive	Other
Charles Blankenship, Jr.2025 compensation	Chairman and Chief Executive Officer	$10,482,876	84% at-risk	$1,177,887	$5,898,696	$2,895,100	$511,193
William Lacey2025 compensation	Executive Vice President and Chief Financial Officer	$2,628,586	72% at-risk	$618,269	$1,274,471	$628,161	$107,684
Thomas Cromwell2025 compensation	Executive Vice President and Chief Operating Officer	$3,852,894	80% at-risk	$693,539	$1,849,455	$1,229,676	$80,223
Terence Voskuil2025 compensation	Executive Vice President and President, Aerospace	$2,425,452	73% at-risk	$575,577	$824,773	$948,786	$76,316
Randall Hobbs2025 compensation	Executive Vice President and President, Industrial	$2,115,894	68% at-risk	$600,156	$824,773	$609,759	$81,205

Pay mix: base cash incentive equity other

Add to peer comparison →Year-over-year diff →

CD&A excerpt

Compensation discussion & analysis

Opening passage of the loaded filing's CD&A. Use Ask below to query the full text with citations.

CD&A CONTENTS 34 NAMED EXECUTIVE OFFICERS 35 BUSINESS HIGHLIGHTS 35 FIScAL YEAR 2025 COMPENSATION PROGRAM HIGHLIGHTS 36 COMPENSATION PROCESS 36 Compensation Objectives and Philosophy 37 Consideration of Stockholder Say-on-Pay Vote 37 Role of the Human Capital & Compensation Committee 37 Role of Management 38 Role of the Compensation Consultant 38 Competitive Market-Based Compensation Approach 39 ELEMENTS OF COMPENSATION 39 Fiscal 2025 NEO Target Pay Mix 39 Base Salary 40 Short-Term Incentive Compensation 42 Long-Term Incentive Compensation 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 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 2025. This section is intended to be read in conjunction with the tables that immediately follow, which provide further historical compensation information for the NEOs. NEO AND PRINCIPAL POSITION DURING FISCAL YEAR 2025 CHARLES BLANKENSHIP, JR. WILLIAM LACEY THOMAS CROMWELL RAN…

Read the full CD&A on SEC.gov ↗

Peer comparison

Who they benchmark against

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2025 Compensation Peer Group
16 members · 2 in ProxyMiner
> Barnes Group Inc.HXL · HEXCEL CORP /DE/KMT · KENNAMETAL INCCR · Crane CoHWM · Howmet Aerospace Inc.MOG-A · MOOG INC.CW · CURTISS WRIGHT CORPHUBB · HUBBELL INCNDSN · NORDSON CORPDCI · DONALDSON Co INCIEX · IDEX CORP /DE/ST · Sensata Technologies Holding plcFLS · FLOWSERVE CORPITT · ITT INC.TKR · TIMKEN COGGG · GRACO INC

Governance

Policy guardrails

hedging
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 em
“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 repric…”
pledging
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 em
“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 repric…”
clawback
present
“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”
stock ownership guidelines
present
“STOCK OWNERSHIP GUIDELINES”
change in control
We have entered into severance and change in control agreements with each of the NEOs
“We have entered into severance and change in control agreements with each of the NEOs”
compensation consultant
independent
“independent compensation consultant”
compensation committee
Compensation Committee
“Role of the Human Capital & Compensation Committee”

Performance markers

Metric facts

revenue
100%
“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…”
operating income
—
“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 …”
ceo pay ratio
149:1
“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. EMPLOYEE TOTAL COMPENSATIONFOR FISCAL …”

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