Holders of Woodward’s common stock are entitled to receive dividends when and as declared by the Board and have the right to one vote per share on all matters requiring stockholder approval.

Dividends declared and paid were as follows:


	Year Ended September 30,
	2023		2022		2021
Dividends declared and paid	$	51,027	$	44,978	$	36,041
Dividend per share amount		0.8500		0.7325		0.5688

In November 2019, the Board had authorized a program for the repurchase of up to $500,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a three-year period that was scheduled to expire in November 2022 (the “2019 Authorization”). During fiscal year 2022, we repurchased 233 shares of our common stock for $26,742 under the 2019 Authorization. During fiscal year 2021, we repurchased 404 shares of our common stock for $45,860 under the 2019 Authorization, of which 110 shares repurchased were in-transit for $12,516 as of September 30, 2021 and received in fiscal year 2022.

In January 2022, the Board terminated the 2019 Authorization and concurrently authorized a program for the repurchase of up to $800,000 of Woodward’s outstanding shares of common stock on the open market or in privately negotiated transactions over a two-year period ending in January 2024 (the “2022 Authorization”). During fiscal year 2023, we repurchased 1,060 shares of our common stock for $126,380 under the 2022 Authorization, as compared to 3,890 shares of our common stock for $446,042 under the 2022 Authorization during fiscal year 2022.

Non-qualified stock option awards and restricted stock awards are granted to key management members and directors of the Company. The grant date for these awards is used for the measurement date. Vesting would be accelerated in the event of retirement, disability, or death of a participant, or change in control of the Company, as defined in the individual stock option agreements. These awards are valued as of the measurement date and are amortized on a straight-line basis over the requisite vesting period for all awards, including awards with graded vesting. Stock for exercised stock options and for restricted stock awards is issued from treasury stock shares.

Provisions governing outstanding stock option awards are included in the 2017 Omnibus Incentive Plan, as amended from time to time (the “2017 Plan”) and the 2006 Omnibus Incentive Plan (the “2006 Plan”), as applicable.

The 2017 Plan was approved by Woodward’s stockholders in January 2017 and is a successor plan to the 2006 Plan. As of September 14, 2016, the effective date of the 2017 Plan, the Board delegated authority to administer the 2017 Plan to the compensation committee of the Board (the “Committee”), including, but not limited to, the power to determine the recipients of awards and the terms of those awards. On January 25, 2023, Woodward’s stockholders approved an additional 500 shares of Woodward’s common stock to be made available for future grants. Under the 2017 Plan, there were approximately 2,689 shares of Woodward’s common stock available for future grants as of September 30, 2023.

Woodward believes that stock options align the interests of its employees and directors with the interests of its stockholders. Stock option awards are granted with an exercise price equal to the market price of Woodward’s stock at the date the grants are awarded, a ten-year term, and generally have a four-year vesting schedule at a rate of 25% per year.

The fair value of options granted is estimated as of the grant date using the Black-Scholes-Merton option-valuation model using the assumptions in the following table. Woodward calculates the expected term, which represents the average period of time that stock options granted are expected to be outstanding, based upon historical experience of plan participants. Expected volatility is based on historical volatility using daily stock price observations. The estimated dividend yield is based upon Woodward’s historical dividend practice and the market value of its common stock. The risk-free rate is based on the U.S. treasury yield curve, for periods within the contractual life of the stock option, at the time of grant.


	Year Ended September 30,
	2023							2022							2021
Weighted-average exercise price per share	$	84.84						$	115.3						$	82.46
Expected term (years)			6.6		-	8.8				6.6		-	8.7				6.5		-	8.7
Estimated volatility			34.7	%	-	37.6	%			33.8	%	-	36.4	%			33.3	%	-	36.2	%
Estimated dividend yield			0.7	%	-	0.9	%			0.6	%	-	0.8	%			0.3	%	-	0.6	%
Risk-free interest rate			3.4	%	-	4.4	%			1.1	%	-	3.5	%			0.4	%	-	1.0	%

The following is a summary of the activity for stock option awards during the fiscal year ended September 30, 2023:


	Number			Weighted- Average Exercise Price Per Share
Balance at September 30, 2022		5,339		$	74.40
Options granted		537			84.84
Options exercised		(1,007	)		50.18
Options forfeited		(27	)		94.01
Balance at September 30, 2023		4,842			80.48

Exercise prices of stock options outstanding as of September 30, 2023 range from $40.26 to $117.64.

Changes in non-vested stock options during the fiscal year ended September 30, 2023 were as follows:


	Number			Weighted- Average Grant Date Fair Value Per Share
Balance at September 30, 2022		1,812		$	30.03
Options granted		537			34.19
Options vested		(930	)		26.24
Options forfeited		(26	)		33.66
Balance at September 30, 2023		1,393			33.96

Information about stock options that have vested, or are expected to vest, and are exercisable at September 30, 2023 was as follows:


	Number		Weighted- Average Exercise Price		Weighted- Average Remaining Life in Years		Aggregate Intrinsic Value
Options outstanding		4,842	$	80.48		5.6	$	211,963
Options vested and exercisable		3,445		74.91		4.6		170,008
Options vested and expected to vest		4,799		80.37		5.6		210,624

Other information follows:


	Year Ended September 30,
	2023		2022		2021
Total fair value of stock options vested	$	24,388	$	18,945	$	19,324
Total intrinsic value of options exercised		67,203		32,709		63,667
Cash received from exercises of stock options		50,749		21,897		34,748
Excess tax benefit realized from exercise of stock options		12,595		6,472		12,364

The Company has granted restricted stock units (“RSUs”) to certain employees under its form attraction and retention RSU agreement (the "Form Attraction and Retention RSU Agreement"), which has from time to time been used for new hires and specific retention purposes, and under its form RSU agreement (the "Standard Form RSU Agreement"), which is generally used for annual grants and promotional awards. The RSUs granted under the Form Attraction and Retention RSU Agreement are generally scheduled to fully vest on the third or fourth anniversary of the respective grant dates, and in each case, subject to continued employment. The RSUs granted under the Standard Form RSU Agreement generally have a four-year vesting schedule at a rate of 25% per year, generally subject to continued employment.


	Number of units			Weighted-Average Grant Date Fair Value
Balance at September 30, 2022		59		$	98.29
Units granted		122			90.89
Units vested		(2	)		91.89
Units forfeited		(2	)		83.24
Balance at September 30, 2023		177			93.46

Woodward recognizes stock-based compensation expense on a straight-line basis over the requisite service period. Pursuant to the form stock option agreements used by the Company, with terms approved by the administrator of the applicable plan, the requisite service period can be less than the four-year vesting period based on grantee’s retirement eligibility. As such, the recognition of stock-based compensation expense associated with some stock option grants can be accelerated to a period of less than four years, including immediate recognition of stock-based compensation expense on the date of grant.

In connection with an executive separation and release agreement entered into by the Company, Woodward recognized an additional $1,265 of stock-based compensation expense, before tax, during fiscal year 2023.

At September 30, 2023, there was approximately $21,104 of total unrecognized compensation expense related to non-vested stock-based compensation arrangements, including both stock options and restricted stock awards. The pre-vesting forfeiture rates for purposes of determining stock-based compensation expense recognized were estimated to be 0.0% for members of Woodward’s Board and 7.3% for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.69 years.