Form 4: Woodward Director Defers Fees into Phantom Stock

Woodward, Inc. Director Mary D Petryszyn acquired 101.182 phantom stock units by deferring her 2025 director retainer fees.

Summary

• Woodward, Inc. Director Mary D Petryszyn acquired 101.182 phantom stock units.
• The acquisition occurred on October 7, 2025, as a result of deferring her 2025 director retainer fees.
• These units were invested under the Woodward Executive Benefit Plan.
• Phantom stock units are settled on a one-for-one basis in common stock upon a specified distribution date or earlier separation from the company.
• The share price used for this transaction was $254.49.
• Following this transaction, Ms. Petryszyn beneficially owns a total of 1,180.87 phantom stock units.

Sentiment

Score: 7

Explanation: The deferral of director fees into phantom stock units indicates continued alignment of the director's interests with those of shareholders and is a standard practice in corporate governance, generally viewed positively.

Positives

• The deferral of director fees into phantom stock units aligns the director's interests with those of shareholders.
• The transaction is part of a structured executive benefit plan, indicating stable corporate governance practices.

Future Outlook

Phantom stock units are expected to be settled in 100% common stock on a one-for-one basis at a specified distribution date or upon separation from the Issuer.

Management Comments

• Ms. Petryszyn elected to defer her 2025 director retainer fees pursuant to the Woodward Executive Benefit Plan.

Industry Context

The deferral of director fees into company stock is a common practice in corporate governance, aimed at aligning the interests of directors with those of shareholders. This type of transaction is routine for publicly traded companies and is typically reported via SEC Form 4.

Comparison to Industry Standards

• Director compensation plans that include deferral options into company equity, such as phantom stock units, are standard practice across many industries, including manufacturing and technology sectors. Companies like Rockwell Automation (ROK) and Parker Hannifin (PH) often utilize similar mechanisms to incentivize and align their board members with long-term shareholder value. The one-for-one settlement in common stock is also a typical feature of such plans, ensuring direct exposure to stock performance.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value, potentially fostering more long-term strategic decisions.

Next Steps

• Settlement of the phantom stock units in common stock upon the distribution date specified at the time of election, or if earlier, upon Ms. Petryszyn's separation from Woodward, Inc.

Key Dates

Recommendation

This Form 4 reports a routine deferral of director fees into phantom stock units, which is a common practice to align director interests with shareholders. It does not provide new material information that would significantly alter the investment thesis for Woodward, Inc., thus a 'hold' recommendation is appropriate based solely on this filing.

Keywords

Woodward Inc, WWD, Form 4, Insider Transaction, Phantom Stock, Director Compensation, Executive Benefit Plan, Stock Units