UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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WOODWARD, INC.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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Notice of Annual Meeting of Stockholders

In order to enable more stockholders to attend the meeting, this year’s Annual Meeting of Stockholders of Woodward, Inc. (“Woodward” or the "Company") will be held virtually at the date and time below. There will be no in-person meeting location. At the Annual Meeting, stockholders will be asked to consider and vote upon the matters set forth in this notice.

Stockholders will also transact other business that properly comes before the meeting, or any postponement or adjournment thereof.

TO ATTEND AND PARTICIPATE IN THE ANNUAL MEETING

Register at www.proxydocs.com/WWD. Registration ends on January 27, 2026 at 5:00 p.m. Central Time. Enter the control number listed on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form.

The Annual Meeting will begin promptly at 8:00 a.m. Central Time, on January 28, 2026. Stockholders who register to attend will receive an email containing a link to the Annual Meeting one hour prior to the start of the meeting. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the application and ensure that you can hear the streaming audio. You may log into the virtual platform beginning at 7:45 a.m. Central Time, on January 28, 2026.

Holders of Woodward common stock as of the close of business on the record date, December 1, 2025, are entitled to vote at the meeting, or any postponement or adjournment thereof.

We appreciate your continued support of Woodward.

The Securities and Exchange Commission’s “Notice and Access” rule enables us to deliver a Notice of Internet Availability of Proxy Materials to stockholders in lieu of a paper copy of the proxy statement, related materials, and our Annual Report. It contains instructions on how to access our proxy statement and 2025 Annual Report online and how to vote.

Cautionary Statement

Information in this proxy statement contains forward-looking statements regarding future events and our future results within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are statements that are deemed forward-looking statements. These statements are based on current expectations, estimates, forecasts, and projections about the industries in which we operate and the beliefs and assumptions of management. Words such as “anticipate,” “believe,” “estimate,” “seek,” “goal,” “expect,” “forecast,” “intend,” “continue,” “outlook,” “plan,” “project,” “target,” “strive,” “can,” “could,” “may,” “should,” “will,” “would,” variations of such words, and similar expressions are intended to identify such forward-looking statements. In addition, any statements that refer to projections of our future financial performance, our anticipated growth and trends in our businesses, and other characteristics of future events or circumstances are forward-looking statements. Factors that could cause actual results and the timing of certain events to differ materially from the forward-looking statements include, but are not limited to:

• future sales, earnings, cash flow, uses of cash, and other measures of financial performance, including our assumptions underlying our expectations;

• trends in our business and the markets in which we operate, including expectations for those markets, our customers and their business and products;

• our ability to manage risks from operating internationally, including the impacts of tariffs on our markets in which we operate as well as our supply chain;

• expectations regarding demand for our products, in particular our expectations with respect to natural gas trucks in China;

• our expected expenses in future periods and trends in such expenses over time;

• our expectations regarding margins and the impact of specific products, product mix, and our strategic actions on margins;

• descriptions of our plans and expectations for future operations, including our strategic initiatives and impact of such initiatives;

• plans and expectations relating to the performance of our joint venture with GE Aerospace;

• the expected levels of activity in particular industries or markets and the effects of changes in those levels;

• the scope, nature, or impact of acquisition activity and integration of such acquisition into our business;

• impact of our restructuring activities;

• the research, development, production, and support of new products and services;

• our plans, objectives, expectations, and intentions with respect to business opportunities that may be available to us;

• our liquidity, including our ability to meet capital spending requirements and operations;

• future dividends and repurchases of common stock;

• future levels of indebtedness and capital spending;

• the stability of financial institutions, including those lending to us;

• pension and other postretirement plan assumptions and future contributions;

• our tax rate and other effects of the changes in U.S. federal tax law and other tax law;

• availability of raw materials and components used in our products;

• expectations relating to environmental and emissions regulations;

• effects of data privacy, data protection, and cybersecurity regulations;

• our ability to develop competitive technologies or products and to compete effectively in our markets;

• our consolidated customer base and ability to enhance customer experience;

• our ability to manage risks related to U.S. Government contracting, including defense activity and spending patterns;

• our ability to attract, retain, and develop qualified personnel and maintain favorable labor relations;

• our ability to structure our operations in light of evolving market conditions;

• our ability to mitigate the ongoing impacts of inflation and tariffs;

• the impact of legal proceedings, investigations, claims and other regulatory proceedings;

• the impact of future prices for fossil fuels and commodity prices for oil, natural gas and other minerals;

• the impact of our ability to protect our intellectual property and technological know-how on our business, financial condition, results of operations, and cash flows; and

• the impact of any potential physical or cybersecurity attacks and other information technology system or network interruptions or intrusions on our operations, business, including our financial condition, operating results, and reputation.

The forward-looking statements contained in this proxy statement are made as of the date hereof, and Woodward assumes no obligation to update such statements, except as required by applicable law. Additionally, certain disclosures in this proxy statement or other locations, such as our corporate website, regarding environmental, social and governance (“ESG”) matters are informed by various standards and the interests of various stakeholders. As such, such information may not be material for purposes of federal securities laws, even if we use “material” or similar language. In particular, certain standards and frameworks use definitions of “materiality” in the ESG context that differ from, and are often more expansive than, the definition under U.S. federal securities laws. ESG information is also often reliant on third-party information or methodologies that are subject to evolving expectations and best practices, and our approach to and discussion of these matters may continue to evolve as well. For example, our disclosures may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.

Proxy Summary

Woodward, on behalf of its Board of Directors (the “Board”), is soliciting your proxy to vote at our Annual Meeting of Stockholders to be held virtually on January 28, 2026 (or at any postponement or adjournment of the meeting) (the “Annual Meeting”). This proxy statement provides the information you need to know to vote on the proposals to be presented at the Annual Meeting.

A Notice of Internet Availability (the "Notice") was first mailed on or about December 12, 2025 to stockholders of record as of December 1, 2025 (the “Record Date”). This proxy statement, combined with our Annual Report to Stockholders for the fiscal year ended September 30, 2025 (together with the proxy card, the “proxy materials”) were first made available on the internet on or about December 12, 2025.

This summary highlights selected information about the items to be voted on at the annual meeting and information contained elsewhere in this proxy statement. This summary does not contain all the information that you should consider in deciding how to vote, and you should read the entire proxy statement carefully before voting. For more complete information about these topics, please review the entire proxy statement. The information contained on www.woodward.com or any other website referred to is provided for reference only and is not incorporated by reference into this Proxy Statement.

Annual Meeting Information

* Your control number is listed on your Notice of Internet Availability of Proxy Materials, proxy card, or voting instruction form. Stockholders who register to attend will receive an email containing a link to the Annual Meeting one hour prior to the start of the meeting. We encourage you to access the virtual platform prior to the start time to familiarize yourself with the application and ensure that you can hear the streaming audio. You may log into the virtual platform beginning at 7:45 a.m. Central Time, on January 28, 2026.

Stockholders will also transact other business that properly comes before the meeting.

For more information about the annual meeting and voting, see the “Questions and Answers about the Annual Meeting and Voting” section below.

Our Company

Fiscal 2025 Business Highlights

The dedication of Woodward employees to serving our customers and meeting our commitments to stakeholders drove strong performance in fiscal year 2025 in a number of areas:

Board of Directors Overview

Our directors demonstrate an effective mix of skills and experience to ensure alignment with Woodward’s strategic priorities and evolving needs. The Board continues to refresh itself to balance deep understanding with new ideas and fresh perspectives, most recently welcoming new directors Mary Petryszyn and Tana Utley in 2023.

BOARD ATTRIBUTES

Board tenure is calculated as of the date of appointment

BOARD REFRESHMENT

We have added seven new directors over the past eight years. This refreshment process has infused unique ideas and fresh perspectives into the boardroom.

Corporate Governance Highlights

Woodward believes that good corporate governance promotes the long-term interests of our stockholders, strengthens the accountability of our Board and management, and leads to better business performance. We maintain a corporate governance page on our website at https://ir.woodward.com/overview. Highlights of our corporate governance include:

CORPORATE GOVERNANCE BEST PRACTICES

Executive Compensation Highlights

The following chart highlights our fiscal year 2025 executive compensation policies and practices:

OUR EXECUTIVE COMPENSATION POLICIES AND PRACTICES

Board of Directors

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.

Continuing Directors

Directors Remaining in Office until the NEXT Annual Meeting

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

Board Skills and Experience

Director Independence

The Board has determined that each member of the Board, other than Mr. Blankenship, is independent under the criteria established by the Nasdaq listing rules. In addition, the Board has determined that each member of the Audit Committee and each member of the Human Capital & Compensation Committee meets the additional independence criteria required for audit committee and compensation committee members, as applicable, established by SEC rules and regulations and Nasdaq listing rules.

Board Structure and Risk Oversight

Leadership Structure

Mr. Blankenship serves as our Chairman of the Board and Chief Executive Officer (“CEO”). Because the same individual serves as both Chairman and CEO, the Board appoints an independent director to serve as “Lead Director.” Our current Lead Director is Mr. Sengstack, who was appointed to that position by the Board in fiscal year 2024. The Board believes the combined Chairman/CEO position, together with an independent Lead Director, has certain advantages over other board leadership structures and best meets the Company’s current needs.

Mr. Blankenship’s leadership as Chairman and CEO provides our Board with detailed and in-depth knowledge of the Company’s strategy, markets, operations and financial condition, and enhances our ability to communicate a clear and consistent strategy to our stockholders, employees and business partners. Mr. Blankenship is intimately involved in the day-to-day operations of the Company and is best positioned to elevate the most critical business issues for consideration by the Board of Directors, including issues related to our strategy, risks and risk management. Our Lead Director focuses on Board oversight of management and governance. This leadership structure provides clear separation of the oversight role of the Lead Director and other independent directors from the oversight role of the Chairman/CEO and other management, enabling the Board and the Chairman/CEO to have greater clarity and focus on their respective leadership roles.

The Board understands there is no single “one-size fits all” approach to providing Board leadership in the competitive and changing environment in which we operate. The optimal Board leadership structure may vary as circumstances warrant. At present, the Board believes its current structure effectively supports the risk oversight function of our Board and maintains independent oversight and management. Consistent with our Director Guidelines, the Board reviews and considers whether the positions of Chairman and CEO should be combined or separated as part of a regular review of the effectiveness of the Company’s governance structure.

Lead Director

Our Board has adopted a Lead Director Charter that provides a clear and formal delineation of the duties and responsibilities of the Lead Director. The charter provides that the Lead Director will serve a maximum term of five years in such capacity, unless the Board determines in its sole discretion that circumstances exist that would support extending the term of service beyond such period.

Long-Term Strategic Planning

Our Board recognizes the importance of assuring that our overall business strategy is designed to create long-term, sustainable value for our stockholders. As a result, our Board maintains an active oversight role in helping our management team formulate, plan and implement the Company’s strategy. The Board and our management team routinely discuss the execution of our long-term strategic plans, the status of key initiatives, and the key opportunities and risks facing the Company. At least annually, the Board participates in an in-depth review with our management team of the Company’s strategic plan, including the industry and competitive landscapes, and short- and long-term plans and priorities. In addition to our business strategy, the Board reviews the Company’s financial plan for the upcoming year, which is aligned to the Company’s long-term strategic plans and priorities.

Risk Oversight

The Board’s Risk Oversight Responsibilities

The Board is responsible for overseeing risk management, including but not limited to oversight of identification and mitigation of risks. The Board has the ultimate oversight responsibility for the Company’s risk management activities, with various committees of the Board composed entirely of independent directors overseeing certain aspects of risk management. The Board and its committees oversee risk related to, among other things our:

> strategic plan;

> capital structure;

> operational performance and supply chain management;

> health and safety programs;

> business development activities;

> talent attraction, retention and succession planning;

> compliance with government regulations;

> cybersecurity;

> market and technology shifts; and

> other significant risks that arise.

The Board also has strategic oversight of ESG risks and opportunities, which it generally exercises through the enterprise risk management process and through its committees. While the Board and its various committees have oversight responsibilities for risk management processes, management has responsibility for the day-to-day aspects of risk management. The Board and its committees receive regular reports on risk management from Company management and our independent auditors. The Board and its committees have direct and independent access to management. We believe the current Board leadership structure and our Board risk oversight practices foster increased communication and lead to the identification and implementation of effective risk management strategies.

Key Board Committee Oversight Responsibilities

Oversight of Other Core Business Functions

In addition, employees representing certain core business functions also regularly engage with the Board and its committees. For example:

> Management provides periodic updates to the Audit Committee on cybersecurity, cybersecurity compliance, and other risks relevant to our information technology environment.

> Our internal audit function reports directly to the Audit Committee and provides objective audit, investigative and advisory services designed to gauge whether the Company is anticipating, identifying, assessing and appropriately prioritizing and mitigating risks.

> Members of our Global Legal & Compliance function update our Board regularly on material legal, ethics, compliance and governance matters. Our General Counsel oversees risks related to ethics and compliance, labor and employment, and disputes and litigation, and provides regular reports to the Audit Committee on these topics.

> Our Business Development team, together with other key leaders, assists the Board in its oversight of strategic acquisitions, investments and assessments of the competitive landscape.

Effectiveness of Our Risk Oversight Approach

We believe the division of risk management responsibilities among the Board, its committees and management is the most effective approach for addressing the risks that Woodward faces. The existing Board leadership structure supports effective risk oversight by promoting communication between the independent directors and management, including discussions between the Lead Director and the Chairman and CEO. In addition, independent directors chair the various committees involved in assisting with risk oversight, and all directors are involved in the risk oversight function.

Board Effectiveness

POLICIES AND PRACTICES THAT PROMOTE BOARD EFFECTIVENESS

Board Meetings and Committees

The Board met seven times in fiscal year 2025. All directors attended at least 94 percent of the aggregate of the total meetings of the Board and all committees on which they served. Directors are encouraged, but are not required, to attend annual meetings of stockholders. All incumbent directors attended the Company’s last annual meeting of stockholders.

The Board has four standing committees:

Each of these committees operates under written charters that were adopted by our Board and satisfy the applicable standards of Nasdaq and the SEC. Each committee reviews its charter at least annually and recommends to the Board any revisions it deems necessary or appropriate.

Human Capital & Compensation Committee Interlocks and Insider Participation

Mr. Korte, Ms. Paterson, Mr. Hess and Ms. Utley served as members of the Human Capital & Compensation Committee in fiscal year 2025. Our Board has determined that no Human Capital & Compensation Committee member had interlocking relationships required to be disclosed under SEC rules, and no Human Capital & Compensation Committee member had any relationship required to be disclosed pursuant to Item 404 of Regulation S-K.

Delegation of Authority

The Human Capital & Compensation Committee charter provides authority to the Human Capital & Compensation Committee to delegate any of its responsibilities to subcommittees entirely made up of Human Capital & Compensation Committee members, as it deems appropriate. The Human Capital & Compensation Committee has delegated, to a subcommittee comprised of the Chairperson and one other member of the Human Capital & Compensation Committee (the “HCCC Subcommittee”), the authority to review and approve the grant of certain equity awards to employees and consultants of the Company and members of the Board. Additionally, the Board has:

The CEO is not permitted to make grants to any member of the Board or any elected officer of the Company. The CEO is authorized to make grants of not more than 15,000 nonqualified stock options or 5,000 restricted stock units or shares of restricted stock to any individual during any fiscal year. The Human Capital & Compensation Committee annually establishes a cap on the number of shares subject to equity awards that can be granted, in the aggregate, by the HCCC Subcommittee and the CEO during the year.

Additionally, the Human Capital & Compensation Committee delegated to the Chairperson of the Human Capital & Compensation Committee the authority to approve any and all option exercises when the grantee seeks to pay for the cost of the option and/or the taxes associated with the transaction with stock previously owned and held by the optionee for at least six months. The Chairperson of the Human Capital & Compensation Committee is authorized to further delegate these responsibilities to any other member of the Human Capital & Compensation Committee.

Risk Assessment

The Human Capital & Compensation Committee regularly and independently reviews our compensation policies and practices, including reviewing our incentive compensation programs, to confirm that incentive pay does not encourage unnecessary risk taking. The Human Capital & Compensation Committee believes that our compensation policies and practices are robust and effective. The Company and the Human Capital & Compensation Committee, with the input of our independent compensation consultant (FW Cook), have concluded that any risks arising from the Company’s employee compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

Board Composition and Director Nomination Process

The Nominating and Governance Committee regularly reviews Board composition (including with the Board) to ensure that Board members possess the skills, perspectives and expertise necessary to effectively oversee the Company’s business and ensure alignment with the Company’s strategic priorities and evolving needs. In evaluating the Board’s composition, the Nominating and Governance Committee considers various factors, including the skills and attributes described in the chart on page 13, as well as the overall mix of skills and qualifications on the Board. Overall Board composition is guided by the Company’s bylaws, Director Guidelines, and Constitution, which requires the Board to adhere to the values and principles expressed therein, including respect for the dignity and value of all our employees. We seek candidates with the highest professional and personal ethics, values, and integrity who will operate in accordance with the Company’s Code of Business Conduct and Ethics. Based on voluntary self-identification, our Board is comprised of six males and three females. Eight members of the Board have self-identified as Caucasian and one has self-identified as Asian. One Board member has self-identified as LGBTQ+.

In evaluating the suitability of candidates, the Nominating and Governance Committee considers many factors, including a candidate’s:

> leadership experience at the policy-making level in business, government, education, or public interest;

> education, experience, knowledge, and skills in areas critical to understanding the Company and its business;

> understanding of the Company’s principal operational and financial objectives, plans, and strategies;

> understanding of the results of operations and financial condition of the Company;

> understanding of the relative standing of the Company in relation to its competitors;

> ability to make independent analytical inquiries; and

> willingness to devote adequate time to Board duties.

Prospective directors should be committed to representing the long-term interests of the stockholders. A potential director must exhibit:

> an inquisitive and objective perspective;

> an ability to think strategically;

> an ability to identify practical problems; and

> an ability to assess alternative courses of action that contribute to the long-term success of the business.

Director candidates must have industry expertise and/or commit to understanding the Company’s industry as a basis to address strategic and operational issues of importance to the Company.

The Nominating and Governance Committee considers other relevant factors, as it deems appropriate, including the current composition of the Board and the need for expertise on various Board committees. Every effort is made to complement and supplement skills within the Board and strengthen identified areas of need. The Nominating and Governance Committee considers the ability of candidates to meet independence and other requirements of the SEC, Nasdaq, or other regulatory bodies exercising authority over the Company.

The Nominating and Governance Committee’s process for evaluating potential director candidates typically requires one or more members of the Nominating and Governance Committee, and others as appropriate (including members of management), to interview prospective nominees. Upon identification of a qualified candidate, the Nominating and Governance Committee will recommend a candidate for consideration by the full Board.

The Nominating and Governance Committee considers candidates for Board membership as recommended by directors, management, or stockholders, and uses the same criteria to evaluate all such candidate recommendations. As it deems necessary, the Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The Nominating and Governance Committee did not engage third-party consultants in fiscal year 2025 to assist in identifying and evaluating director candidates.

For information on how a stockholder may nominate a candidate for director, see “Stockholder Nominations and Proposals for Next Annual Meeting” below.

Stockholder Recommendations for Directors

Stockholders wishing to suggest a candidate for Board membership should write our Corporate Secretary at 1081 Woodward Way, Fort Collins, Colorado 80524, and provide the following information to the Company:

> The stockholder’s name and contact information.

> A statement that the writer is a stockholder of record and is proposing a candidate for consideration by the Nominating and Governance Committee.

> The name of, and contact information for, the candidate and a statement that the candidate is willing to be considered and serve as a director, if nominated and elected.

> A statement of the candidate’s business and educational experience.

> Information regarding the factors described above sufficient to enable the Nominating and Governance Committee to evaluate the candidate.

> A statement of the value that the candidate would add to the Board.

> A statement detailing any relationship between the candidate and any of our customers, suppliers, or competitors.

> Detailed information about any relationship or understanding between the proposing stockholder and the candidate.

Stockholder Communications with the Board
of Directors

Stockholders may send communications to the Board by submitting a letter addressed to:

The Board has instructed the Corporate Secretary to forward such communications to the Lead Director. The Board has also instructed the Corporate Secretary to review such correspondence and, at the Corporate Secretary’s discretion, not to forward correspondence which is deemed of a commercial or frivolous nature or inappropriate for Board consideration. The Corporate Secretary may also forward the stockholder communication within the Company to the Chief Executive Officer and President or to another executive officer to facilitate an appropriate response.

The Corporate Secretary maintains a log of all communications from stockholders and the disposition of such communications, which the directors review at least annually.

Related Person Transaction Policies and Procedures

The Board adopted a written policy, the Related Person Transaction Policies and Procedures (our “RPT Policy”), which provides that the Audit Committee will review and approve Interested Transactions (as described below). Our RPT Policy delegates the authority to act with respect to Interested Transactions that are valued below a stated threshold to the Chair of the Audit Committee.

Our RPT Policy defines an “Interested Transaction” with reference to transactions described in Item 404 of Regulation S-K, which generally means a transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships or any material amendments or modifications thereto in which the Company (including any of its subsidiaries) was, is, or will be a participant and the amount involved exceeds $120,000, and in which any Related Person had, has, or will have a direct or indirect interest.

“Related Person” also is defined in our RPT Policy with respect to the definitions contained in Item 404 of Regulation S-K. Generally, “Related Persons” consist of any director or executive officer of the Company, any nominee for director, any holder of five percent or more of the Company’s common stock, or any immediate family member of any such persons. “Immediate family member” means any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law of any such person, and any person (other than a tenant or employee) sharing the household of such person. It may also include entities with which any of such persons have a relationship.

The approval procedures in our RPT Policy state that the Audit Committee will take into account, among other factors it deems appropriate, whether the Interested Transaction is on terms no less favorable than terms generally available to an unaffiliated third-party under the same or similar circumstances. In addition, our RPT Policy states that, in connection with the approval or ratification of an Interested Transaction involving an outside director or nominee for director, the Audit Committee should consider whether such transaction would compromise such director’s status as:

Our RPT Policy also identifies certain transactions that are deemed to be pre-approved, including transactions involving competitive bids, regulated transactions, and employee transactions. No director should participate in any discussion for approval of a related party transaction for which he or she is an interested party other than is necessary to provide relevant information to the Audit Committee.

Other than as disclosed below, Woodward is not currently engaged in any Interested Transactions, and there are no currently proposed Interested Transactions, that would require disclosure under SEC rules or approval under the RPT Policy.

As previously disclosed, Shawn McLevige was appointed as Executive Vice President and President, Aerospace, effective as of October 1, 2025. Two brothers of Shawn McLevige are long-time employees in the Company’s Aerospace segment. Leonard McLevige is a technical fellow in the engineering group and earned $224,197 in total compensation in fiscal year 2025, including base salary, any annual incentive bonus, accrued vacation pay, and any other compensation. Steve McLevige is a senior staff engineer and earned $199,637 in total compensation in fiscal year 2025, including base salary, any annual incentive bonus, accrued vacation pay, and any other compensation. Both brothers participate in Woodward’s health, welfare, and retirement benefit plans on the same basis as all our U.S. employees. Their respective compensation was established in accordance with the Company’s employment and compensation practices applicable to employees with equivalent qualifications, experience and responsibilities. The Board and executive officers of the Company did not have any direct involvement in setting their individual compensation.

Non-Employee Director Compensation

The Board has adopted an Outside Director Compensation Policy. This policy sets forth the types and amounts of compensation that we pay to our non-employee directors. Directors who are also Woodward employees do not receive additional compensation for their services as directors.

Evaluation of Outside Director Compensation Policy

The Nominating and Governance Committee annually evaluates the market competitiveness of the Company’s director compensation program (including with input from the independent compensation consultant retained by the Human Capital & Compensation Committee).

Changes to Director Compensation for Fiscal Year 2025

Effective for fiscal year 2025, and in accordance with the recommendations of the Nominating and Governance Committee and its independent compensation consultant (FW Cook), the Board revised the Company’s Outside Director Compensation Policy to increase the annual cash retainer from $85,000 to $90,000, and to increase the grant date fair value for the annual equity grant from $140,000 to $145,000. These changes were made to keep our non-employee director compensation program aligned with the median compensation of our peer group (using the same peer group that we use for executive compensation purposes).

Cash Compensation

Non-employee directors are paid an annual cash retainer for Board service, in addition to certain annual cash retainers for any memberships and/or chair positions on various Board committees or as Lead Director. Cash amounts are paid in four equal quarterly installments. Directors do not receive additional compensation for individual Board or Committee meetings attended.

The Outside Director Compensation Policy established cash compensation for non-employee directors at the following levels in fiscal year 2025:

Equity Compensation

Equity compensation (in the form of stock options and/or restricted stock units ("RSUs")) is awarded to non‑employee directors annually, based on a grant date fair value. Non-employee directors appointed to the Board during a fiscal year are eligible for an initial equity grant upon their appointment to the Board, which is prorated for the portion of the year served. Our 2017 Omnibus Incentive Plan and the Outside Director Compensation Policy provide that non-employee directors may not receive equity awards exceeding a grant date fair value of $300,000 in any fiscal year (or $450,000 in any fiscal year in which the director is initially appointed).

The following table describes the key terms of the fiscal year 2025 annual equity awards/compensation to non‑employee directors:

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

Executive Benefit Plan

Our directors are eligible to participate in a non-qualified deferred compensation plan, the Woodward Executive Benefit Plan (the “EBP”). Under the EBP, our directors are able to defer up to 100% of their annual cash compensation, including general Board service and role specific fees.

Total Non-Employee Director Compensation for Fiscal Year 2025

The following table shows the compensation earned by non-employee members of the Board during the fiscal year ended September 30, 2025:

Outstanding stock options and unvested stock awards held by our non-employee members of the Board as of September 30, 2025 were as follows:

CHANGES TO NON-EMPLOYEE DIRECTOR COMPENSATION FOR FISCAL YEAR 2026

Effective for fiscal year 2026, and in accordance with the recommendations of the Nominating & Governance Committee and FW Cook, the Board revised the Company’s Outside Director Compensation Policy to provide for certain changes to our non-employee director compensation program to keep the program aligned with the median compensation of our peer group. Specifically:

(i) the Chair of the Nominating and Governance Committee and the Chair of the Human Capital & Compensation Committee from $15,000 to $16,000, and

(ii) the members of the Nominating and Governance Committee and the members of the Human Capital & Compensation Committee from $6,500 to $7,500; and

Executive Officers