Outside Director Compensation Policy

Exhibit 10.43

Woodward, Inc.

OUTSIDE DIRECTOR COMPENSATION POLICY

(Effective November 15, 2019)

Woodward, Inc. (the “Company”) believes that the granting of equity and cash compensation to its members of the Board of Directors (the “Board,” and members of the Board, the “Directors”) represents an effective tool to attract, retain and fairly compensate Directors who are not employees of the Company (the “Outside Directors”). This Outside Director Compensation Policy (the “Policy”) is intended to formalize the Company’s policy regarding cash compensation and grants of equity to its Outside Directors.  Unless otherwise defined herein, capitalized terms used in this Policy will have the meaning given such term in the Woodward, Inc. 2017 Omnibus Incentive Plan, as amended (the “Plan”).  Each Outside Director will be solely responsible for any income tax obligations incurred as a result of the equity and cash payments received under this Policy.

Annual Cash Retainer

Each Outside Director will be paid an annual cash retainer in such amount as may be determined by the Board from time to time in accordance with Section 4, below.  As of the date hereof, the annual cash retainer for each Outside Director has been established to be $82,500.  If an Outside Director serves for less than a full fiscal year, the retainer fee will be pro-rated on a monthly basis based on the full calendar months such Outside Director serves on the Board for such fiscal year.

Additional Annual Cash Retainers

Each Outside Director who serves as a member of a committee of the Board or as the Lead Director will be paid additional annual fees as follows:

Annual, Lead Director, and Committee membership retainers are paid in four equal quarterly installments.  Directors do not receive additional compensation for individual Board or Committee meetings held.

The Board in its discretion may change and otherwise revise the terms of the cash compensation granted under this Policy, including without limitation the amount of cash compensation to be paid.  

Exhibit 10.43

Outside Directors will be entitled to receive all types of Awards (except Incentive Stock Options) under the Plan (or the applicable equity plan in place at the time of grant), including discretionary Awards not covered under this Policy.  All grants of Awards to Outside Directors pursuant to Section 2 of this Policy (each, a “Policy Grant”) will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

Exhibit 10.43

Our Outside Directors are eligible to participate in a non-qualified deferred compensation plan, the Woodward Executive Benefit Plan (“EBP”).  Under the EBP, our Outside Directors are able to defer up to 100% of their cash compensation, including retainer fees, and any fees for participation as a committee member, committee chairman, or Lead Director.

The Nominating & Governance Committee evaluates the market competitiveness of the Company’s Board compensation program on a periodic basis, typically every two years.  As a part of such evaluation, the Nominating & Governance Committee commissions the Company’s compensation consultant to conduct a competitive assessment of the Company’s Board compensation program relative to market practice.  Based on the results of the competitive assessment, the Nominating & Governance Committee recommends to the Board changes (if any) to the cash and/or equity compensation granted to Outside Directors, including any additional compensation paid for service as a member of a committee of the Board or as the Lead Director.

All expenses reasonably incurred by each Outside Director in connection with such individual’s services on the Board will be reimbursed by the Company.

Except as specifically described in this Policy, all provisions of the Plan will apply to Awards granted to Outside Directors.

In accordance with the Plan, in the event that any dividend or other distribution (whether in the form of cash, Shares, other securities or other property), recapitalization, stock split, reverse stock split, reorganization, reincorporation, reclassification, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under this Policy, will adjust the number and class of shares of stock that may be issued under this Policy and/or the number, class and price of shares of stock covered by each outstanding Award, and the numerical share limits applicable to Outside Directors in Sections 3 and 5 of Plan.

Exhibit 10.43

As of the date of adoption of this Policy, the Plan provides that no Outside Director may be granted, in any Fiscal Year, Awards (the value of which will be based on their Grant Date fair value determined in accordance with generally accepted accounting principles) which, in the aggregate, exceed $300,000, provided that such amount is increased to $450,000 in the Fiscal Year of his or her initial service as an Outside Director. Any Awards or other compensation provided to an individual for his or her services as an Employee, or for his or her services as a Consultant other than as an Outside Director, will be excluded for purposes of the limitations in this Section 8.

Policy Grants and all payments made hereunder will be in accordance with the Plan, which as of the date of adoption of this Policy provides that they are to be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Section 409A such that the grant, payment, settlement or deferral thereof, as applicable, will not be subject to the additional tax or interest applicable under Section 409A, except as otherwise determined in the sole discretion of the Administrator. This Policy, the Plan and each Award Agreement is intended to meet the requirements of Section 409A, to the extent applicable, and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator.  To the extent that a Policy Grant or other payment, or the settlement or deferral thereof, is subject to Section 409A, such grant or payment will be granted, paid, settled or deferred in a manner that will meet the requirements of Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Section 409A. In no event will the Company or other Employer have any obligation under this Policy or the Plan to reimburse an Outside Director for any taxes or other costs that may be imposed on an Outside Director as a result of Section 409A.

The Board or any committee designated by the Board may amend, alter, suspend or terminate this Policy at any time and for any reason.  No amendment, alteration, suspension or termination of this Policy will materially impair the rights of an Outside Director with respect to compensation that already has been paid or awarded, unless otherwise mutually agreed between the Outside Director and the Company.  Termination or modification of this Policy will not affect the Board’s or the Administrator’s ability to exercise the powers granted to it under the Plan with respect to Awards granted under the Plan and pursuant to this Policy prior to the date of such termination or modification.