EX-10.5 6 wwd-20130930ex1056fc8cb.htm EX-10.5 Exhibit Director Comp

Woodward, inc.

Summary of Non-employee Director Meeting Fees and Compensation 

 

We do not pay directors who are also employees of Woodward, Inc. (the “Company”) additional compensation for their service as directors.  In addition to reasonable expenses for attending meetings of the Company’s Board of Directors, non-employee directors receive the following compensation:

 

 

 

 

Component of Pay (1)

 

FY2014

Annual Base Retainer Fee

 

$
70,000 

Additional Annual Retainer Fees:

 

 

Lead Director

 

$
10,000 

Audit Committee Chairman

 

$
20,000 

Audit Committee – Non-Chair members

 

$
10,000 

Compensation Committee Chairman

 

$
10,000 

Compensation Committee – Non-Chair members

 

$
5,000 

Nominating & Governance Committee Chairman

 

$
10,000 

Nominating & Governance Committee – Non-Chair members

 

$
5,000 

 

(1)

All retainer fees are paid in four equal quarterly installments.  Directors do not receive additional compensation for individual Board or Committee meetings held.

 

In addition, annual stock option awards with a fair market value of approximately $115,000 on the date of grant were granted under the Woodward 2006 Omnibus Incentive Plan to each director on October 1, 2013.  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, which is filed with the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2013, as Exhibit 10.13.  Our directors receive no perquisites.

 

Effective as of the Company’s fiscal year 2014, our directors are also eligible to participate in a deferred compensation plan, the Executive Benefit Plan (“EBP”).  This plan is also available to our Executive Officers and other key leaders.  Director participants 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.

 

WHERE MORE INFORMATION CAN BE FOUND 

 

The compensation arrangements described herein are discussed further annually in our Notice of Annual Meeting of Shareholders and Proxy Statement as filed with the Securities and Exchange Commission (“SEC”).  Our Proxy Statement can be found on our website at www.woodward.com and at the SEC’s website at www.sec.gov.