Summary of Non-Employee Director Meeting Fees and Compensation for Woodward, Inc.
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Summary
This document outlines the compensation structure for non-employee directors of Woodward, Inc. Non-employee directors receive a monthly retainer, fees for attending board and committee meetings (including telephonic meetings), and additional compensation for certain roles such as Lead Director and Audit Committee Chairman. They also receive annual stock option awards, with the value increased from $60,000 to $85,000 in November 2008. Directors who are also employees do not receive extra compensation for board service. No perquisites are provided, and reasonable meeting expenses are reimbursed.
EX-10.7 4 d65171exv10w7.htm EX-10.7 exv10w7
Exhibit 10.7
Summary of Non-employee Director Meeting Fees and Compensation
We do not pay directors who are also Woodward employees additional compensation for their service as directors. In addition to reasonable expenses for attending meetings of the Board, non-employee directors receive the following compensation:
Monthly Retainer | $ | 3,000 | ||
Each Board meeting attended | $ | 2,000 | ||
Telephonic Board meeting | $ | 500 | ||
Each Committee meeting attended — Chairman | $ | 2,500 | ||
Each Committee meeting attended — all others | $ | 1,500 | ||
Telephonic Committee Meetings — Chairman | $ | 1,000 | ||
Telephonic Committee Meetings — all others | $ | 500 | ||
Lead Director — each independent director meeting | $ | 2,500 | ||
Audit Committee Chairman — additional monthly retainer | $ | 750 |
In addition, annual stock option awards with a fair market value of approximately $60,000 on the date of grant are granted to each director. In November 2008, the target market value of the annual stock option awards was increased to $85,000. The terms of the awards, such as vesting and length of the award, can be found in the Form of Non-Qualified Stock Option Agreement, filed as Exhibit 10.14 to our Annual Report on Form 10-K for our fiscal year ended September 30, 2007, and are incorporated herein by reference. Our directors receive no perquisites.
