Summary of Non-Employee Director Meeting Fees and Compensation for Woodward, Inc.

Summary

This document outlines the compensation structure for non-employee directors of Woodward, Inc. Non-employee directors receive monthly retainers, fees for attending board and committee meetings, and additional compensation for specific roles such as Chairman, Lead Director, and Audit Committee Chairman. Directors are also granted annual stock options valued at approximately $60,000. Directors who are also company officers do not receive extra compensation for board service. No perquisites are provided, and reasonable expenses for attending meetings are reimbursed.

EX-10.7 2 d49433exv10w7.htm SUMMARY OF NON-EMPLOYEE DIRECTOR MEETING FEES AND COMPENSATION exv10w7  

Exhibit 10.7
Summary of Non-employee Director Meeting Fees and Compensation
We do not pay directors who are also Woodward officers additional compensation for their service as directors. In addition to reasonable expenses for attending meetings of the Board of Directors, non-employee directors receive the following compensation:
         
Monthly Retainer — Chairman of the Board
  $ 5,000  
 
       
Monthly Retainer — All other non-employee Directors
  $ 3,000  
 
       
Each Board meeting attended
  $ 2,000  
 
       
Each Committee meeting attended — Chairman
  $ 2,500  
 
       
Each Committee meeting attended — all others
  $ 1,500  
 
       
Lead Director — Each Independent Director meeting
  $ 2,500  
 
       
Audit Committee Chairman — Additional Monthly Retainer
  $ 750  
 
       
Telephonic Meetings — Chairman
  $ 1,000  
 
       
Telephonic Meetings — all others
  $ 500  
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. 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.