v3.25.3
Pay vs Performance Disclosure
 5 Months Ended 7 Months Ended 12 Months Ended
Sep. 30, 2022
May 09, 2022
Sep. 30, 2025
USD ($)
$ / shares
Sep. 30, 2024
USD ($)
$ / shares
Sep. 30, 2023
USD ($)
$ / shares
Sep. 30, 2022
USD ($)
$ / shares
Sep. 30, 2021
USD ($)
$ / shares
Pay vs Performance Disclosure              
Pay vs Performance Disclosure, Table    

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.”

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

* 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.

 

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

 

 

 

(2)
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:

 

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.

 

(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.

 

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

 

 

(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.
(8)
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.
        
Company Selected Measure Name     EIP EPS        
Peer Group Issuers, Footnote    
(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.
        
Adjustment To PEO Compensation, Footnote    

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

 

 

        
Non-PEO NEO Average Total Compensation Amount     $ 2,755,706 $ 2,986,331 $ 3,054,183 $ 1,421,731 $ 2,385,323
Non-PEO NEO Average Compensation Actually Paid Amount     $ 6,340,139 4,404,508 4,256,756 365,530 3,965,323
Adjustment to Non-PEO NEO Compensation Footnote    
(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:

 

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.

 

(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.

 

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

 
       
Compensation Actually Paid vs. Total Shareholder Return    

img152307359_291.jpg

        
Compensation Actually Paid vs. Net Income    

img152307359_292.jpg

        
Compensation Actually Paid vs. Company Selected Measure    

img152307359_293.jpg

        
Total Shareholder Return Vs Peer Group    

img152307359_291.jpg

        
Tabular List, Table    

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.

        
Total Shareholder Return Amount     $ 325 220 158 101 142
Peer Group Total Shareholder Return Amount     189 178 141 122 144
Net Income (Loss)     $ 442,111,000 $ 372,971,000 $ 232,368,000 $ 171,698,000 $ 208,649,000
Company Selected Measure Amount | $ / shares     6.91 5.36 4.21 2.75 3.24
PEO Name Charles Blankenship Thomas Gendron Charles Blankenship Charles Blankenship Charles Blankenship   Thomas Gendron
Measure:: 1              
Pay vs Performance Disclosure              
Name     EIP EPS        
Measure:: 2              
Pay vs Performance Disclosure              
Name     EIP Free Cash Flow        
Measure:: 3              
Pay vs Performance Disclosure              
Name     Return on Capital        
Thomas A. Gendron [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount           $ 5,025,133 $ 5,611,439
PEO Actually Paid Compensation Amount           16,989 $ 12,792,019
Charles P. Blankenship [Member]              
Pay vs Performance Disclosure              
PEO Total Compensation Amount     $ 10,482,876 $ 11,177,865 $ 7,615,536 6,984,261  
PEO Actually Paid Compensation Amount     25,372,870 $ 18,875,282 $ 13,715,786 $ 5,891,379  
PEO | Charles P. Blankenship [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (5,898,696)        
PEO | Charles P. Blankenship [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     9,064,840        
PEO | Charles P. Blankenship [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     10,367,248        
PEO | Charles P. Blankenship [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
PEO | Charles P. Blankenship [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,194,343        
PEO | Charles P. Blankenship [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     162,258        
PEO | Charles P. Blankenship [Member] | Fair Value at the End of the Immediately Prior Fiscal Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year [Member]              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     (1,193,368)        
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     1,833,908        
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     2,848,010        
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     44,608        
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     0        
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year              
Pay vs Performance Disclosure              
Adjustment to Compensation, Amount     $ 51,275