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Board Committees and Charters

The Audit Committee oversees and monitors management's and the independent public auditors' participation in the financial reporting process. Consistent with the Nasdaq's independent director and Audit Committee listing standards, and in accordance with the Committee charter, all members of the Audit Committee are independent directors. The Board of Directors has determined that all members of the Audit Committee are Audit Committee Financial Experts, as the Securities and Exchange Commission defines that term.

Members:
Gregg C. Sengstack, Chairman
Ronald M. Sega
Eileen P. Drake
Daniel G. Korte

 

 
The Compensation Committee recommends the base compensation of Woodward's officers and key personnel, and evaluates the performance of and reviews the results of the annual member evaluation for those individuals. The Committee administers the Company's Long-Term Management Incentive Compensation Plan and the 2002 Stock Option Plan, determining and taking all action, including granting of all incentives and/or stock options to eligible worker members, in accordance with the terms of the Plans. Consistent with the Nasdaq's independent director listing standards, and in accordance with the Committee charter, all members of the Compensation Committee are independent directors.
 
Members:
Mary L. Petrovich, Chairman
John D. Cohn
Paul Donovan
James R. Rulseh
 
 
The Executive Committee exercises all the powers and authority of the Board of Directors in the management of the business when the Board is not in session and when, in the opinion of the Chairman, the matter should not be postponed until the next scheduled Board meeting. The Committee may declare cash dividends. The Committee may not authorize certain major corporate actions such as amending the Certificate of Incorporation, amending the Bylaws, adopting an agreement of merger or consolidation, or recommending the sale, lease, or exchange of substantially all of Woodward’s assets.
 
Members:
Thomas A. Gendron, Chairman  
James R. Rulseh 
Mary L. Petrovich 
John D. Cohn

Nominating and Governance Committee

The Nominating and Governance Committee recommends qualified individuals to fill any vacancies on the Board and develops and administers the Company's Corporate Governance guidelines. Consistent with the Nasdaq's independent director listing standards, and in accordance with the Committee charter, all members of the Nominating and Governance Committee are independent directors.
 
Members:
John D. Cohn, Chairman
Paul Donovan
Mary L. Petrovich
James R. Rulseh

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