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.

	Year Ended September 30,
	2022		2021		2020
Dividends declared and paid	$	44,978	$	36,041	$	37,664
Dividend per share amount		0.7325		0.5688		0.6050

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. During fiscal year 2020, we repurchased 124 shares of our common stock for $13,346 under the 2019 Authorization.

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 2022, we repurchased 3,890 shares of our common stock for $446,042 under the 2022 Authorization.

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 of directors (the “Committee”), including, but not limited to, the power to determine the recipients of awards and the terms of those awards. On January 29, 2020, Woodward’s stockholders approved an additional 1,000 shares of Woodward’s common stock to be made available for future grants. Under the 2017 Plan, there were approximately 2,938 shares of Woodward’s common stock available for future grants as of September 30, 2022.

In connection with Thomas A. Gendron’s retirement, Charles (“Chip”) Blankenship, Jr. was appointed as Chief Executive Officer and President of the Company effective May 9, 2022. Mr. Blankenship received a one-time grant of restricted stock units ("RSUs") on his employment start date with a target delivered value of $3,400,000, all of which is scheduled to vest on the third anniversary of the grant date, generally subject to his continued employment. He also received a non-qualified stock option grant on his employment start date with a targeted delivered value of $2,200,000, the exercise price of which was equal to the closing price of the Company’s stock on the Nasdaq Stock Market on the date of grant and which is scheduled to vest over four years at a rate of 25% per year subject to his continued employment.

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,
	2022							2021							2020
Weighted-average exercise price per share	$	115.30						$	82.46						$	90.52
Expected term (years)			6.6		-	8.7				6.5		-	8.7				6.4		-	8.7
Estimated volatility			33.8	%	-	36.4	%			33.3	%	-	36.2	%			25.7	%	-	35.1	%
Estimated dividend yield			0.6	%	-	0.8	%			0.3	%	-	0.6	%			0.4	%	-	0.9	%
Risk-free interest rate			1.1	%	-	3.5	%			0.4	%	-	1.0	%			0.4	%	-	1.7	%

The following is a summary of the activity for stock option awards during the fiscal year ended September 30, 2022:

	Number			Weighted- Average Exercise Price Per Share
Balance at September 30, 2021		5,339		$	68.21
Options granted		514			115.30
Options exercised		(468	)		47.23
Options forfeited		(44	)		88.65
Options expired		(2	)		93.79
Balance at September 30, 2022		5,339			74.40

Exercise prices of stock options outstanding as of September 30, 2022 range from $33.64 to $104.77.

Changes in non-vested stock options during the fiscal year ended September 30, 2022 were as follows:

	Number			Weighted- Average Grant Date Fair Value Per Share
Balance at September 30, 2021		2,063		$	25.77
Options granted		514			41.78
Options vested		(721	)		26.25
Options forfeited		(44	)		29.53
Balance at September 30, 2022		1,812			30.03

Information about stock options that have vested, or are expected to vest, and are exercisable at September 30, 2022 was as follows:

	Number		Weighted- Average Exercise Price		Weighted- Average Remaining Life in Years		Aggregate Intrinsic Value
Options outstanding		5,339	$	74.40		5.6	$	64,895
Options vested and exercisable		3,528		65.83		4.4		58,726
Options vested and expected to vest		5,290		74.17		5.6		64,786

	Year Ended September 30,
	2022		2021		2020
Total fair value of stock options vested	$	18,945	$	19,324	$	17,423
Total intrinsic value of options exercised	32,709			63,667		50,059
Cash received from exercises of stock options	21,897			34,748		24,969
Excess tax benefit realized from exercise of stock options	6,472			12,364		9,399

During fiscal year 2022, Woodward granted 54 restricted stock units (“RSUs”) under its long-term incentive program as part of recent recruiting activities. The RSUs granted under this program have a weighted average grant date fair value of $99.15 per unit and are generally scheduled to vest on the third or fourth anniversary of the respective grant dates, generally subject to recipients’ continued employment.

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.

At September 30, 2022, there was approximately $16,261 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% for members of Woodward’s board of directors and 7.3% for all others. The remaining unrecognized compensation cost is expected to be recognized over a weighted-average period of approximately 1.8 years.