Woodward, Inc. WWD

28% shingled-prose overlap between the two filings.

2024: 54,107 chars · 2025: 45,037 chars

• Committee Report:1% overlap (2,491 → 687 chars)
• Pay Ratio (Item 402(u)):18% overlap (15,528 → 3,726 chars)
• Say-on-Pay proposal:7% overlap (25,000 → 2,967 chars)

• newCD&A CONTENTS
• new34 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
• new39 ELEMENTS OF COMPENSATION 39 Fiscal 2025 NEO Target Pay Mix 39 Base Salary 40 Short-Term Incentive Compensation 42 Long-Term Incentive Compensation
• new45 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
• changedThe following Compensation Discussion and Analysis (“CD&A”) provides an overview of our compensation philosophy, strategy, objectives and structure for fiscal year 2025. 2024.
• newNEO AND PRINCIPAL POSITION DURING FISCAL YEAR 2025
• newCHARLES BLANKENSHIP, JR.
• newWILLIAM LACEY THOMAS CROMWELL RANDALL HOBBS TERENCE VOSKUIL(1) Chairman of the Board and Chief Executive Officer Executive Vice President and Chief Financial Officer Executive Vice President and Chief Operating Officer Executive Vice President and President, Industrial Executive Vice President and President, Aerospace
• new(1)As of October 1, 2025 (the first day of the Company’s fiscal year 2026), Mr. Voskuil transitioned to the role of Executive Vice President, Chief Technology Officer, Aerospace.
• newMr. Voskuil is no longer an executive officer of the Company.
• new34 WOODWARD PROXY STATEMENT
• newBUSINESS HIGHLIGHTS
• newWoodward delivered another year of record sales in fiscal 2025, driven by strong demand and disciplined execution that expanded earnings and strengthened our foundation for growth.
• newOur Aerospace segment delivered substantial sales and margin expansion supported by high aircraft utilization and robust defense activity, while our Industrial segment achieved double-digit growth across power generation and oil & gas markets.
• newWith enhanced capabilities and deep customer partnerships, we are well positioned to capture opportunities from the next generation of aircraft and energy systems.
• newWe remain focused on growth, operational excellence, and innovation to drive sustained performance and long-term stockholder value.
• new> We achieved record sales in fiscal year 2025, with sales at $3.6 billion, compared to $3.3 billion in the prior fiscal year.
• changed> We •Weachieved record diluted earnings per share of $7.19 $6.01in fiscal year 2025, 2024,compared to $6.01 $3.78in the prior fiscal year.
• changedAdjusted diluted earnings per share1 for fiscal year 2025 2024were $6.89, $6.11,compared to $6.11 $4.21in fiscal year 2024. 2023.
• changed> Net •Netcash provided by operating activities in fiscal year 2025 2024was $471 $439million, compared to $439 $309million in fiscal year 2024. 2023,anincreaseof42%.
• changedFree cash flow1 was $340 $343million in fiscal year 2024, compared to $343 $232million in the prior fiscal year. year,anincreaseof48%.
• changedOur 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.”
• changed1 Adjusted 1Adjusteddiluted earnings per share and free cash flow are non-GAAP financial measures.
• changedSee Annex 1 Ato this proxy statement for a reconciliation between each non-GAAP financial measure and the most directly comparable GAAP measure.
• newFIScAL YEAR 2025 COMPENSATION PROGRAM HIGHLIGHTS
• newFISCAL 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”).
• newPerformance was achieved at 127% of target.
• newFISCAL 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.
• newPerformance 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.
• newIn 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.
• newFISCAL 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.
• newPerformance 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.
• newMr. Blankenship, Mr. Cromwell, and Mr. Voskuil received these awards; Mr. Lacey and Mr. Hobbs did not participate in the Cash LTI program.
• newThere are no remaining open performance cycles for the Cash LTI plan.
• newWOODWARD PROXY STATEMENT 35
• changedOUR EXECUTIVE COMPENSATION POLICIES AND PRACTICES
• changedWHAT WE DO > Significant portion of our executives' executivecompensation opportunity is at-risk > basedAnnual review andapprovalof our executive compensation strategy> strategyRobust compensation peer compensationgroup 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> CommitteeAll members of the Human Capital & Compensation Committee are independent directors under applicable rules> rulesCash bonuses under our STIP and certain equity incentives are subject to Company and/or stock price performance> performance50% of long-term incentive awards to officers are isprovided in the form of performance-based performance-contingentequity 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> awardsCaps on performance-based short- and long-term incentives, cashincentive,including when TSR is negative> negativeDouble-trigger provisions for payments related to a change in control> controlAnnual risk assessment of our compensation programs> Clawback policy for incentive-based executivecompensation (cash and equity) > programStock ownership guidelines for executive officers and directors WhatWeDon’tDoNogross-upsuponachangeincontrolNohedging,pledgingorshortsellingofWoodwardstockNostrictbenchmarkingofcompensationtoaspecificpercentileofourpeergroupNorepricingofanystockoptionswithoutstockholderapprovalNoemploymentcontractswithanyexecutiveofficer
• newWHAT 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
• changedCompensation Objectives and Philosophy andStrategy
• changedTo promote and reward 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:
• new> 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
• new36 WOODWARD PROXY STATEMENT
• newIn January 2025, more than 95% of stock present and entitled to vote approved our Say-on-Pay proposal.
• new>95% of stock present and entitled to vote approved our Say-on-Pay proposal in Jan.
• new2025 95% average stockholder approval of stock present and entitled to vote on our Say-on-Pay proposals over the last 10 years
• newAs part of the annual executive compensation process, the Human Capital & Compensation Committee:
• changed> determines •determinesour 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;
• changed> determines •determinesthe compensation arrangements for our other executive officers;
• changed> reviews •reviewsand reassesses our executive compensation program, including the performance of an annual risk assessment; and
• new> reviews and approves the plan design and performance metrics for our STIP, which we also call the EIP.
• changedIn making executive compensation decisions for fiscal year 2025, 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 (as described below). (exceptwithrespecttotheirowncompensation).
• newWOODWARD PROXY STATEMENT 37
• newFW Cook does not provide any other services to the Company or management.
• changedBased on the six factors for assessing independence and identifying potential conflicts of interest that are set forth in Rule 10C‑1(b)(4) 10C-1(b)(4)of the Exchange Act, Actof1934(the“ExchangeAct”),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.
• changedIn April 2024, 2023,the Human Capital & Compensation Committee approved a compensation peer group for fiscal year 2025 2024compensation decisions based on the following criteria:
• changedCOMPETITORS FOR BUSINESS AND/OR EMPLOYEE/EXECUTIVE Employee/ExecutiveTALENT; SIMILAR MARKETS SERVED > Industrial SimilarinSizetoWoodward•Industrialcompanies 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 Instruments•Toalign with Woodward’s business focus, companies that primarily serve Aerospace & Defense, Industrial, and/or Energy markets> Companies markets•Companieswith global operations to align with Woodward’s profile SIMILAR IN SIZE TO WOODWARD > Companies •Companieswith revenues between 0.33x to 3x Woodward’s revenues> Companies revenues•Companieswith market capitalizations between 0.25x .25xand 4x Woodward’s market capitalization> Secondary capitalization•SecondaryMetrics: • operating income, • enterprise value, and • headcount
• newBased 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.
• changedWoodward’s revenues at the time of approval of this compensation peer group were positioned around the 44th 29thpercentile of the peer group and our market capitalization was positioned at the 53rd 30thpercentile.
• new38 WOODWARD PROXY STATEMENT
• changedThe companies comprising the fiscal year 2025 2024compensation peer group were as follows:
• newFISCAL YEAR 2025 COMPENSATION PEER GROUP
• changed> FISCALYEAR2024COMPENSATIONPEERGROUPAerojetRocketdyneHoldingsGracoInc.KennametalInc.Barnes Group Inc. > Hexcel Corporation > Kennametal MoogInc. > Crane Co. > Howmet Aerospace, Inc. > Moog Inc. > NordsonCorporationCurtiss-Wright Corporation > Hubbell Inc. > Nordson Corporation > Donaldson Company, Inc. > IDEX Corporation > Sensata Technologies Holding plc > Flowserve Corp. > ITT DonaldsonCompany,Inc. > IDEXCorporationThe Timken Company > Graco FlowserveCorp.ITTInc.
• newIn establishing appropriate
• changedInestablishingappropriatecompensation 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.
• changedFiscal 2025 2024NEO Target Pay Mix
• changedThe tables informationbelow reflect reflectsthe target annual pay mix in fiscal year 2025 for the NEOs eachNEOas approved by the Human Capital & Compensation Committee.
• changedThe numbers in the CEO chart below chartsdo not add up to 100% due to the impacts of rounding.
• new2025 TOTAL PAY MIX AT TARGET
• changedInstead, the salaries of our NEOs are reviewed on an annual basis by the Human Capital & Compensation Committee based on our compensation objectives philosophyand philosophy. strategy.
• newWOODWARD PROXY STATEMENT 39
• changedFollowing its annual review, in September 2024, 2023,the Human Capital & Compensation Committee approved the following adjustments to the base salaries of our NEOs:
• newNEO 2024 BASE SALARY(1)($) 2025 BASE SALARY(1)(2)($) % INCREASE Charles Blankenship, Jr. 1,145,000 1,190,000 3.9 % William Lacey 600,000 625,000 4.2 % Thomas Cromwell 676,000 700,000 3.6 % Randall Hobbs 587,000 605,000 3.1 % Terence Voskuil 550,000 585,000 6.4 %
• newAll executive officers participate in the EIP.
• newUnder the EIP, the Human Capital & Compensation Committee:
• changed> UndertheEIP,theHumanCapital&CompensationCommitteeestablishes a target incentive award for each executive officer as a percentage of base salary,> salary,establishes performance metrics for the fiscal year, and > measures performance on an enterprise basis following the completion of the fiscal year.
• changedFor fiscal year 2025, 2024,the EIP was based 80% on financial metrics and 20% on strategic metrics.
• changedFor thefiscal year 2025 2024EIP, the Human Capital & Compensation Committee determined to use EIP AdjustedEarnings Per Share (“EIP EPS”) (“EPS”)and EIP AdjustedFree Cash Flow (each as defined below) as the financial metrics.
• changedFor purposes of the EIP performance metrics for fiscal year 2025, “EIP 2024,“AdjustedEPS” and “EIP “AdjustedFree 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 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.
• changedIn addition, additiontotheforegoing,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.
• new40 WOODWARD PROXY STATEMENT

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