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Stockholders' Equity | 6 Months Ended
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Mar. 31, 2022
Equity [Abstract] |
Stockholders' Equity | Note 20. Stockholders’ equity Stock repurchase program In November 2019, the Woodward board of directors (the “Board”) authorized a program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that was scheduled to expire in November 2022 (the “2019 Authorization”). During the first half of fiscal year 2022, Woodward repurchased 233 shares of its common stock for $26,742 under the 2019 Authorization. During the first half of fiscal year 2021, Woodward repurchased no shares of its common stock under the 2019 Authorization. In January 2022, the Board terminated the 2019 Authorization and concurrently authorized a new program for the repurchase of up to $800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a two-year period that will end in January 2024 (the “2022 Authorization”). During the first half of fiscal year 2022, Woodward repurchased 2,047 shares of its common stock for $245,357 under the 2022 Authorization. Stock-based compensation Provisions governing outstanding stock option awards are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and the 2006 Omnibus Incentive Plan (the “2006 Plan”), as applicable. The 2017 Plan was first approved by Woodward’s stockholders in January 2017 and is the successor plan to the 2006 Plan. As of September 14, 2016, the effective date of the 2017 Plan, the Board delegated authority to administer the 2017 Plan to the Compensation Committee of the Board, including, but not limited to, the power to determine the recipients of awards and the terms of those awards. On January 27, 2021 and January 26, 2022, Woodward’s stockholders approved an additional 1,500 and 800 shares, respectively, of Woodward’s common stock to be made available for future grants. Under the 2017 Plan, there were approximately 3,093 shares of Woodward’s common stock available for future grants as of March 31, 2022 and 2,714 shares as of September 30, 2021. On April 21, 2022, Thomas A. Gendron, Chief Executive Officer and President, announced his retirement effective May 9, 2022. In connection with Mr. Gendron’s retirement, Charles Blankenship, Jr. has been appointed as Chief Executive Officer and President of the Company effective May 9, 2022. Mr. Blankenship will receive a one-time grant of restricted stock units ("RSUs") on his employment start date with a delivered value of $3,400,000, all of which is scheduled to vest on the third anniversary of the grant date subject to his continued employment. He will also receive a non-qualified stock option grant on his employment start date with a targeted delivered value of $2,200,000, the exercise price of which will be equal to the closing price of the Company’s stock on the Nasdaq Stock Market on the date of grant and which is scheduled to vest over four years at a rate of 25% per year subject to his continued employment. Stock options Woodward believes that stock options align the interests of its employees and directors with the interests of its stockholders. Stock option awards are granted with an exercise price equal to the market price of Woodward’s stock at the date the grants are awarded, a ten-year term, and generally have a four-year vesting schedule at a rate of 25% per year. The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model using the assumptions in the following table. Woodward calculates the expected term, which represents the average period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants. Expected volatility is based on historical volatility using daily stock price observations. The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock. The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant. The following is a summary of the activity for stock option awards:
|  | Three-Months Ended March 31, 2022 |  |  | Six-Months Ended March 31, 2022 |
|  | Number of options |  |  | Weighted-Average Exercise Price per Share |  |  | Number of options |  |  | Weighted-Average Exercise Price per Share |
Options, beginning balance |  |  | 5,711 |  |  | $ | 72.10 |  |  |  | 5,339 |  |  | $ | 68.21 |
Options granted |  |  | 4 |  |  |  | 111.88 |  |  |  | 441 |  |  |  | 117.55 |
Options exercised |  |  | (347 | ) |  |  | 46.92 |  |  |  | (404 | ) |  |  | 48.20 |
Options forfeited |  |  | (16 | ) |  |  | 89.78 |  |  |  | (24 | ) |  |  | 87.89 |
Options, ending balance |  |  | 5,352 |  |  |  | 73.71 |  |  |  | 5,352 |  |  |  | 73.71 |
Changes in non-vested stock options were as follows:
|  | Three-Months Ended March 31, 2022 |  |  | Six-Months Ended March 31, 2022 |
|  | Number of options |  |  | Weighted-Average Grant Date Fair Value per Share |  |  | Number of options |  |  | Weighted-Average Grant Date Fair Value Per Share |
Non-vested options outstanding, beginning balance |  |  | 1,844 |  |  | $ | 29.39 |  |  |  | 2,063 |  |  | $ | 25.77 |
Options granted |  |  | 4 |  |  |  | 40.62 |  |  |  | 441 |  |  |  | 42.18 |
Options vested |  |  | (65 | ) |  |  | 23.19 |  |  |  | (713 | ) |  |  | 26.23 |
Options forfeited |  |  | (16 | ) |  |  | 29.79 |  |  |  | (24 | ) |  |  | 29.20 |
Non-vested options outstanding, ending balance |  |  | 1,767 |  |  |  | 29.64 |  |  |  | 1,767 |  |  |  | 29.64 |
Information about stock options that have vested, or are expected to vest, and are exercisable at March 31, 2022 was as follows:
|  | Number of options |  |  | Weighted-Average Exercise Price |  |  | Weighted-Average Remaining Life in Years |  |  | Aggregate Intrinsic Value |
Options outstanding |  |  | 5,352 |  |  | $ | 73.71 |  |  |  | 6.0 |  |  |  | 274,035 |
Options vested and exercisable |  |  | 3,586 |  |  |  | 65.34 |  |  |  | 4.9 |  |  |  | 213,593 |
Options vested and expected to vest |  |  | 5,285 |  |  |  | 73.43 |  |  |  | 6.0 |  |  |  | 272,080 |
Stock-based compensation expense Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period. Pursuant to form stock option agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the four-year vesting period based on grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some stock option grants can be accelerated to a period of less than four years, including immediate recognition of stock-based compensation expense on the date of grant. At March 31, 2022, there was approximately $14,467 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including both stock options and restricted stock awards. The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0% for members of the Board and 7.3% for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 2.1 years.

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- Definition The entire disclosure for shareholders' equity and share-based payment arrangement. Includes, but is not limited to, disclosure of policy and terms of share-based payment arrangement, deferred compensation arrangement, and employee stock purchase plan (ESPP). + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 505 -URI http://asc.fasb.org/topic&trid=2208762 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Publisher FASB -Name Accounting Standards Codification -Topic 718 -URI http://asc.fasb.org/topic&trid=2228938 + Details
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