DEF 14A of Borgwarner Inc, Mar 19, 2026

DEF 14A of Borgwarner Inc

Filed Mar 19, 2026 · FY20250001104659-26-031748

Open on EDGAR

  1. Director Nominee Demographics

    Director Nominee Demographics It is a priority of our Board and Corporate Governance Committee that our directors possess the expertise, knowledge, and qualifications necessary to effectively represent the long-term interests of the Company and our stockholders. The Corporate Governance Committee regularly reviews and updates, as needed, the skills and attributes (see page 18) that they believe are needed to guide the Company. We also focus on board refreshment because we believe that fresh perspectives of newer directors blended with the institutional knowledge of longer-tenured directors enhance strategic insight and overall board performance. Since 2021, we have added four new directors to our Board.

  2. Director Nominee Demographics

    | Director Nominee Tenure | Director Nominee Gender and Racial/Ethnic Diversity | | | | | Director Nominee Independence | Director Nominee Age | | | |

  3. Director Nominee Demographics

    | 2026 Proxy Statement | | 1 |

  4. Director Nominee Highlights

    Director Nominee Highlights

  5. Director Nominee Highlights

    | PROPOSAL 1 To Elect Eight Directors to the Board of Directors | | Our Board recommends that you vote “FOR” the Board’s nominees. | | | | | | | | | | | | Non-Independent | Joseph F. Fadool President and Chief Executive Officer, BorgWarner Inc. Age: 59 Director since: 2025 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Executive Other current public company directorships: None | | | | | | | | | | | | Independent | Sara A. Greenstein President and Chief Executive Officer, Axel Johnson Inc. Age: 51 Director since: 2021 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Compensation, Corporate Governance (Chair) Other current public company directorships: None | | | | | | | | | | | | Independent | Michael S. Hanley Retired Global Automotive Leader, Ernst & Young LLP Age: 70 Director since: 2016 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Audit (Chair), Executive Other current public company directorships: None | | | | | | | | | | | | Independent | Shaun E. McAlmont Chief Executive Officer, Collaborative for Higher Education Shared Services Age: 60 Director since: 2020 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Compensation, Corporate Governance Other current public company directorships: Lee Enterprises, Inc. | | | | | | | | | | | | Independent | Deborah D. McWhinney Retired Chief Executive Officer of Global Enterprise Payments, Citigroup Inc. Age: 70 Director since: 2018 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Audit, Compensation (Chair) Other current public company directorships: Franklin Templeton ETF Trust | | | | | | | | | | | | Independent | Alexis P. Michas Non-Executive Chair of the Board, BorgWarner Inc.; Managing Partner, Juniper Investment Company, LLC Age: 68 Director since: 1993 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Executive (Chair) Other current public company directorships: AstroNova, Inc., Revvity, Inc. | | | | | | | | | | | | Independent | Sailaja K. Shankar Senior Vice President, Growth Platforms and Innovation, Cisco Systems, Inc. Age: 59 Director since: 2022 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Audit, Compensation Other current public company directorships: None | | | | | | | | | | | | Independent | Hau N. Thai-Tang Retired Chief Industrial Platform Officer, Ford Motor Company Age: 59 Director since: 2023 | Skills | | | | | | | | | | | | | | | | | | | | | | | | | | | | Committees: Audit, Corporate Governance Other current public company directorships: None | | | | | | | | | | |

  6. Director Nominee Highlights

    | Skills and Experience Key: | | | | | | | | | | Notable Auto Industry Experience | | Experience as Chair/CEO of Multi-National Business | | Background Contributes to Desired Diversity | | Legal/Governance Experience | | | Non-U.S. Origin | | Product or Clean Technology/ Electronics Expertise | | Non-Automotive Technology Expertise | | Manufacturing Experience | | | Meets SEC Definition of “Audit Committee Financial Expert” | | Environmental/Sustainability Experience | | Cybersecurity/Risk Management Expertise | | |

  7. Information on Nominees for Directors

    Information on Nominees for Directors The following pages set forth, as of March 3, 2026, each of the director nominee’s names, the year in which he or she first became a director of the Company, age, principal occupation, and his or her current directorships in other entities. The pages also include a narrative description of the director nominee’s experience, qualifications, attributes, and skills, as well as all directorships at public companies and registered investment companies held since March 3, 2021. Our Amended and Restated By-Laws (“By-Laws”) provide that a director nominee will be elected in an uncontested election only if the number of votes cast “for” a director nominee exceeds the number of votes cast “against” that nominee’s election. If you hold your stock in street name, your brokerage firm or other nominee may not vote your shares with respect to the election of directors without specific instructions from you as to how to vote with respect to the election of each of the eight nominees for director. For purposes of determining the vote regarding this proposal, abstentions, and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of “votes cast.” Each of the nominees for election has agreed to serve, if elected. All nominees are currently directors of the Company. If any nominee should become unavailable for election, our Board may designate a substitute nominee, in which event the shares represented by proxies at the meeting will be voted for such substitute nominee, unless an instruction to the contrary is indicated on the proxy card. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve.

  8. Information on Nominees for Directors

    | | Our Board recommends a vote “FOR” the election of each of the nominees for director: Joseph F. Fadool; Sara A. Greenstein; Michael S. Hanley; Shaun E. McAlmont; Deborah D. McWhinney; Alexis P. Michas; Sailaja K. Shankar; and Hau N. Thai-Tang. |

  9. Directors and Nominees

    Directors and Nominees

  10. Directors and Nominees

    | Age: 59 Director Since: 2025 BorgWarner Committee: Executive Other Current Public Company Directorships: None | Principal Occupation, Directorships, and Education Mr. Fadool has served as the President and Chief Executive Officer of the Company since February 2025. Prior to this role, Mr. Fadool held a number of top positions within BorgWarner, including: ● Executive Vice President and Chief Operating Officer from July 2024 to February 2025 ● Vice President of the Company and President and General Manager of BorgWarner Emissions Systems LLC, BorgWarner Thermal Systems Inc., and BorgWarner Turbo Systems LLC from October 2019 to June 2024 ● Vice President of the Company and President and General Manager of BorgWarner Turbo Systems LLC from May 2019 to October 2019 ● Vice President of the Company and President and General Manager of BorgWarner Emissions Systems LLC and BorgWarner Thermal Systems Inc. from January 2017 to May 2019 ● Vice President of the Company and President and General Manager of BorgWarner Ithaca LLC (d/b/a BorgWarner Morse Systems) from July 2015 to December 2016 ● Vice President of the Company and President and General Manager of BorgWarner Morse TEC Inc. from May 2012 to July 2015 Mr. Fadool holds a Bachelor of Science in electrical engineering from Lawrence Technological University and earned a Master of Science in computer and electronic controls from Wayne State University. | | | Key Attributes, Skills, and Experience Mr. Fadool brings to the Board his deep understanding of the automotive industry and an intimate knowledge of the Company’s product portfolio, operations, and culture. | | Age: 51 Director Since: 2021 BorgWarner Committees: Compensation, Corporate Governance (Chair) Other Current Public Company Directorships: None | Principal Occupation, Directorships, and Education Ms. Greenstein has served as the President and Chief Executive Officer of Axel Johnson Inc. (“Axel Johnson”), a privately held investment company that invests in global manufacturing and service businesses, since June 2022. Prior to Axel Johnson, Ms. Greenstein’s leadership and executive experience includes: ● President, Chief Executive Officer, and Board Member of Lydall, Inc. (NYSE: LDL), a leading global manufacturer of value-added engineered materials and specialty filtration solutions serving the industrial, automotive, agribusiness, and medical markets, from November 2019 to October 2021 ● Senior Vice President of United States Steel Corporation (NYSE: X), an integrated steel producer, where she managed the company’s $4 billion Consumer Solutions business unit from December 2014 to November 2019 ● President, Supply Chain and Sustainability of UL, LLC (formerly Underwriters Laboratories) from February 2012 to November 2014 and various other executive roles at UL since 2001 Ms. Greenstein has served on the board of Copeland, a global climate technologies company, since August 2023, and serves on its compensation committee. Previously, Ms. Greenstein served on the board of directors of Briggs & Stratton Corporation from August 2018 to January 2021, where she served on its finance committee and nominating and governance committee. Ms. Greenstein holds a Bachelor of Science in business administration, with a concentration in industrial distribution management, from the Gies College of Business at the University of Illinois, Urbana-Champaign. Ms. Greenstein earned an MBA from the University of Michigan Stephen M. Ross School of Business. | | | Key Attributes, Skills, and Experience Ms. Greenstein brings to the Board her executive leadership skills, including experience as a public company chief executive officer, as well as cybersecurity expertise and her knowledge of public company matters from her service on other public company boards. |

  11. Directors and Nominees

    | Skills and Experience Key: | | | | | | | | | | Notable Auto Industry Experience | | Experience as Chair/CEO of Multi-National Business | | Background Contributes to Desired Diversity | | Legal/Governance Experience | | | Non-U.S. Origin | | Product or Clean Technology/ Electronics Expertise | | Non-Automotive Technology Expertise | | Manufacturing Experience | | | Meets SEC Definition of “Audit Committee Financial Expert” | | Environmental/Sustainability Experience | | Cybersecurity/Risk Management Expertise | | |

  12. Directors and Nominees

    | 2026 Proxy Statement | | 11 |

  13. Directors and Nominees

    | Age: 70 Director Since: 2016 BorgWarner Committees: Audit (Chair), Executive Other Current Public Company Directorships: None | Principal Occupation, Directorships, and Education Mr. Hanley retired as a Partner from Ernst & Young LLP, a global professional services firm, in 2014. He served as the firm’s Global Automotive Leader from 2003 to 2014 and was Senior Advisory Partner or Global Coordinating Partner for many automotive clients during his 24-year span as a Partner. Previously, Mr. Hanley served on the board of directors of Shiloh Industries, Inc. from 2014 until the sale of the company in 2020 to private investors. Mr. Hanley holds a Bachelor of Business Administration in accounting from the University of Toledo and is a Certified Public Accountant (Retired). | | | Key Attributes, Skills, and Experience Mr. Hanley brings to the Board his extensive knowledge of accounting and his financial expertise in the automotive industry, including experience in assurance and industry advisory services and global automotive industry strategy and initiatives, as well as his knowledge of public company matters from his service on other public company boards. | | Age: 60 Director Since: 2020 BorgWarner Committees: Compensation, Corporate Governance Other Current Public Company Directorship: Lee Enterprises, Inc. | Principal Occupation, Directorships, and Education Dr. McAlmont has served as the Chief Executive Officer of the Collaborative for Higher Education Shared Services (“CHESS”), a nonprofit organization that employs unique shared technology and service solutions to align key business processes across multiple institutions, since July 2025. Prior to CHESS, Dr. McAlmont’s extensive leadership experience includes: ● Business Consultant from September 2024 to July 2025 ● President and Chief Executive Officer of Ninjio, LLC, a cybersecurity training company which provides global enterprise level awareness training, from January 2022 to September 2024 ● President of Career Learning for Stride, Inc. (NYSE: LRN), a provider of online consumer and corporate talent development programs, from June 2018 to December 2021 ● President and CEO of Neumont College of Computer Science, a for-profit technical college, from January 2015 to December 2017 ● CEO and Director of Lincoln Educational Services (NASDAQ: LINC), which includes the Lincoln Tech automotive training institutes, from January 2005 to January 2015 Dr. McAlmont has served on the board of Lee Enterprises, Inc. (NASDAQ: LEE), an American media company, since April 2022, and serves on its audit and risk management committee and the executive compensation committee. Dr. McAlmont also serves as a member of the Brigham Young University Marriott School of Business National Advisory Council. Dr. McAlmont holds a Bachelor of Science from Brigham Young University, a Master of Arts in education administration from the University of San Francisco, and a Doctorate in higher education from the University of Pennsylvania. At the University of Pennsylvania, he graduated with a rare dual distinction both for his dissertation and for the defense of his research on student development. In addition to his academic and career achievements, Dr. McAlmont is a former NCAA and international athlete. | | | Key Attributes, Skills, and Experience Dr. McAlmont brings to the Board his executive leadership experience, including proficiency as a public company chief executive officer, as well as expertise in executive coaching and leadership development, corporate learning and development, human capital management, digital transformations, and global cybersecurity awareness training. |

  14. Directors and Nominees

    | Skills and Experience Key: | | | | | | | | | | Notable Auto Industry Experience | | Experience as Chair/CEO of Multi-National Business | | Background Contributes to Desired Diversity | | Legal/Governance Experience | | | Non-U.S. Origin | | Product or Clean Technology/ Electronics Expertise | | Non-Automotive Technology Expertise | | Manufacturing Experience | | | Meets SEC Definition of “Audit Committee Financial Expert” | | Environmental/Sustainability Experience | | Cybersecurity/Risk Management Expertise | | |

  15. Directors and Nominees

    | Age: 70 Director Since: 2018 BorgWarner Committees: Audit, Compensation (Chair) Other Current Public Company Directorship: Franklin Templeton ETF Trust | Principal Occupation, Directorships, and Education Ms. McWhinney retired from Citigroup Inc. (NYSE: C), one of the largest financial services firms, in 2014 as Chief Executive Officer of Global Enterprise Payments. She joined Citigroup in 2009 as President of Wealth Management & Personal Banking. Ms. McWhinney also co-chaired Citi Women, an internal program aimed to improve training and sponsorship for women across the group and to develop high-potential female executives. Prior to Citigroup, she spent six years as President of Charles Schwab Corp.’s (NYSE: SCHW) division that serves financial advisors and was a member of the Schwab Bank board of directors. Ms. McWhinney has served on the board of Franklin Templeton ETF Trust, since January 2020. In addition to her public board service, Ms. McWhinney is Chair of Fortress Net Lease REIT. She is also on the Board of Trustees for the California Institute for Technology and the Chair of the Board of Trustees for the Institute for Defense Analyses. Previously, Ms. McWhinney served on the boards of Fluor Corp (NYSE: FLR); Focus Financial Partners, Inc. (NYSE: FOCS); Lloyds Banking Group PLC (NYSE: LLOY), where she was Chair of the Cyber and IT Resilience Committee; Fresenius Medical Company (NYSE: FMS); and S&P Global Inc. (NYSE:SPGI). Ms. McWhinney holds a Bachelor of Arts in communications from the University of Montana. | | | Key Attributes, Skills, and Experience Ms. McWhinney brings to the Board her executive leadership skills in developing and implementing global technology services for some of the world’s largest corporations and governments, including her financial expertise, knowledge of cybersecurity matters, and broad understanding of corporate governance matters. | | Age: 68 Director Since: 1993 BorgWarner Committee: Executive (Chair) Other Current Public Company Directorships: AstroNova, Inc., Revvity, Inc. | Principal Occupation, Directorships, and Education Mr. Michas is the founder and acting Managing Partner of Juniper Investment Company, LLC, an investment management firm based in New York, since 2008. Mr. Michas is also a Principal of Aetolian Investors, LLC, a registered Commodity Pool Operator. Mr. Michas has been the Non-Executive Chairman of Revvity, Inc. (NYSE: RVTY) (formerly PerkinElmer Inc.) since December 2019, has been a director of AstroNova, Inc. (NASDAQ: ALOT) since June 2022, and is a director of Theragenics Corporation, a privately held company. Previously, Mr. Michas also served as the Non-Executive Chairman of the board of directors of Lincoln Educational Services Corporation (NASDAQ: LINC) until 2015 and was a director of Allied Motion Technologies, Inc. (NASDAQ: AMOT) until July 2017. Mr. Michas holds a Bachelor of Arts from Harvard College and an MBA from Harvard Business School. | | | Key Attributes, Skills, and Experience Mr. Michas brings to the Board his many years of private equity experience across a wide range of industries, and a successful record of managing investments in public companies. Mr. Michas also brings extensive transactional expertise, including mergers and acquisitions, IPOs, debt and equity offerings, and bank financing, which provides valuable insight into trends in global debt and equity markets, and the impact of such trends on the capital structure of the Company. The Board also benefits from his knowledge of public company corporate governance matters from his service on other public company boards, including his service as Non-Executive Chair, lead director, and a member of the compensation, governance, audit, finance, and executive committees of such companies. Mr. Michas’ thorough knowledge of the Company and his comprehensive understanding of the role of boards of directors qualify him to serve on our Board and as our Non-Executive Chair. |

  16. Directors and Nominees

    | Skills and Experience Key: | | | | | | | | | | Notable Auto Industry Experience | | Experience as Chair/CEO of Multi-National Business | | Background Contributes to Desired Diversity | | Legal/Governance Experience | | | Non-U.S. Origin | | Product or Clean Technology/ Electronics Expertise | | Non-Automotive Technology Expertise | | Manufacturing Experience | | | Meets SEC Definition of “Audit Committee Financial Expert” | | Environmental/Sustainability Experience | | Cybersecurity/Risk Management Expertise | | |

  17. Directors and Nominees

    | 2026 Proxy Statement | | 13 |

  18. Directors and Nominees

    | Age: 59 Director Since: 2022 BorgWarner Committees: Audit, Compensation Other Current Public Company Directorships: None | Principal Occupation, Directorships, and Education Ms. Shankar has served as the Senior Vice President, Growth Platforms and Innovation, within Cisco Systems, Inc. (”Cisco”)’s Infrastructure and Security Business Group, since January 2026. Cisco (NASDAQ: CSCO) is a leading global provider of networking hardware, software, telecommunications equipment, and related high-technology services and products. In this role, she leads AI-native, cross-portfolio initiatives spanning networking, security, and silicon, with responsibility for strategy, execution, and architecture. At Cisco, Ms. Shankar also held the following roles: ● Senior Vice President, Engineering of the Security Business Group (January 2023 to January 2026) ● Senior Vice President and General Manager of SBG (September 2021 to January 2023) ● Senior Vice President and General Manager of the Cloud and Network Security business unit within SBG (June 2021 to September 2021) Prior to joining Cisco, Ms. Shankar served as Senior Vice President of Engineering, Enterprise of McAfee Corp. (NASDAQ: MCFE), a computer security software company, where she was responsible for its security and threat defense solutions across endpoint, extended detection and response, data center security, and cloud native application processes, from February 2019 to June 2021. She also acted as General Manager of Mobile and ISP Solutions Business Unit from February 2016 to February 2019. Ms. Shankar has served on the board of advisors of Team8, a global venture capital company, since January 2025 and as a board observer of NetFoundry since January 2025 and SpecterOps since October 2025, both companies focused on cybersecurity solutions. Ms. Shankar holds a Bachelor of Science in chemistry from Maris Stella College, and a Bachelor and Master of Arts from Andhra University in mass communications/journalism and English literature, respectively. In 2022, Ms. Shankar received accolades for her executive leadership within the IT industry and beyond and was named among 10 Women Making a Difference in Cybersecurity by CRN, a top technology news and information source for solution providers, IT channel partners, and value-added resellers. | | | Key Attributes, Skills, and Experience Ms. Shankar brings to the Board her deep experience in innovating technological solutions, driving strategic change in global enterprises, as well as her specialized knowledge in cybersecurity and artificial intelligence (“AI”). She is a champion of diversity, mentoring the next generation of technical women, and is a global advisor with “How Women Lead.” At Cisco, Ms. Shankar is the executive sponsor for Women in AI, Women in Tech, Women in Cybersecurity, and Humans of AI. | | Age: 59 Director Since: 2023 BorgWarner Committees: Audit, Corporate Governance Other Current Public Company Directorships: None | Principal Occupation, Directorships, and Education Mr. Thai-Tang retired from Ford Motor Company (NYSE: F), a global automotive manufacturer, in 2022 as Chief Industrial Platform Officer. He started the position in 2020 and led global research and advanced engineering, product development, design, manufacturing engineering, purchasing, and supply chain teams to deliver an industry-leading product portfolio of digitally connected ICE and BEV vehicles. Mr. Thai-Tang joined Ford in 1988 and held positions of increasingly significant responsibility. Previous positions included: ● Chief Product Platform and Operations Officer from October 2020 to October 2021 ● Chief Product Development and Purchasing Officer from July 2017 to October 2020 ● Group Vice President of Global Purchasing from August 2013 to July 2017 Mr. Thai-Tang has served on the board of Bose Corporation, an American audio equipment manufacturer, since June 2023, and serves on its nominating and corporate governance committee and is the chair of the compensation committee. He also joined the board of Inline Plastics Corp., a leading food packaging manufacturer in February 2026. Mr. Thai-Tang holds a Bachelor of Science in mechanical engineering from Carnegie Mellon University and an MBA from the University of Michigan Stephen M. Ross School of Business. | | | Key Attributes, Skills, and Experience Mr. Thai-Tang brings to the Board his extensive automotive industry experience and excellent forward-looking perspective on the industry, particularly the transformation around electrification. In addition to his engineering, product planning, product development, cybersecurity, and technology expertise, Mr. Thai-Tang has a strong operational background, including supply chain and procurement. He led Ford’s product development and purchasing organizations during its launches of the Mustang-E, F-150 Lightning, Bronco, Maverick, and Puma. |

  19. Directors and Nominees

    | Skills and Experience Key: | | | | | | | | | | Notable Auto Industry Experience | | Experience as Chair/CEO of Multi-National Business | | Background Contributes to Desired Diversity | | Legal/Governance Experience | | | Non-U.S. Origin | | Product or Clean Technology/ Electronics Expertise | | Non-Automotive Technology Expertise | | Manufacturing Experience | | | Meets SEC Definition of “Audit Committee Financial Expert” | | Environmental/Sustainability Experience | | Cybersecurity/Risk Management Expertise | | |

  20. Director Nominee Requirements

    Director Nominee Requirements The Corporate Governance Committee seeks to establish and maintain a board that is strong in its collective knowledge and that possesses a diversity of skills, background, and experience in areas that are relevant to guide the Company in executing its business strategy. In considering whether to recommend to the full Board any candidate for inclusion in our Board’s slate of recommended director nominees, the Corporate Governance Committee will consider, among other things, the extent to which candidates possess the following factors:

  21. Director Nominee Requirements

    | ● | The highest personal and professional ethics, integrity, and values |

  22. Director Nominee Requirements

    | ● | Demonstrated business acumen, experience, and the ability to use sound judgment to contribute to effective oversight of the business and financial affairs of the Company |

  23. Director Nominee Requirements

    | ● | Ability to evaluate strategic options and risks, form independent opinions, and state those opinions in a constructive manner |

  24. Director Nominee Requirements

    | ● | Active, objective, and constructive participation at meetings of our Board and its committees |

  25. Director Nominee Requirements

    | ● | Flexibility in approaching problems |

  26. Director Nominee Requirements

    | ● | Open-mindedness on policy issues and areas of activity affecting the overall interests of the Company and its stockholders |

  27. Director Nominee Requirements

    | ● | Stature to represent the Company before the public, stockholders, and various others who affect the Company |

  28. Director Nominee Requirements

    | ● | Involvement only in activities and interests that do not create a conflict with the director’s responsibilities to the Company and its stockholders |

  29. Director Nominee Requirements

    | ● | Willingness to objectively appraise management performance in the interest of the stockholders |

  30. Director Nominee Requirements

    | ● | Interest and availability of time to be involved with the Company and its employees over a sustained period |

  31. Director Nominee Requirements

    | ● | Ability to work well with others, with a deep and wide perspective in dealing with people and situations, while respecting the views of others |

  32. Director Nominee Requirements

    | ● | A reasoned and balanced commitment to the social responsibilities of the Company |

  33. Director Nominee Requirements

    | ● | Contribution to our desired diversity and balance of our Board |

  34. Director Nominee Requirements

    | ● | Willingness of independent directors to limit public company board service to four or fewer boards (any exceptions would require Corporate Governance Committee approval) |

  35. Director Nominee Requirements

    | ● | Willingness to tender, promptly following the annual meeting at which they are elected or re-elected as director, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next annual meeting at which they face re-election, and (ii) our Board’s acceptance of such resignation |

  36. Director Nominee Requirements

    | ● | Willingness to provide all information, including completion of a questionnaire, required by the By-Laws |

  37. Compensation Discussion and Analysis

    | 50 | Other Executive Compensation Practices, Policies, and Guidelines | | 50 | Stock Ownership Guidelines | | 50 | Clawback Policy | | 50 | Policies and Practices Relating to the Timing of Equity Awards | | 50 | Insider Trading and Confidentiality Policy | | 50 | Executive Benefits and Perquisites | | 51 | Amended Employment Agreement with Mr. Lissalde | | 52 | Change of Control Agreements and Executive Severance Plan | | 52 | Compensation Risk Management | | 53 | Tax Deductibility of Compensation | | 53 | Compensation Committee Report | | 53 | Compensation Committee Interlocks and Insider Participation | | 54 | Executive Compensation Tables | | 54 | Fiscal Year 2025 Summary Compensation Table | | 55 | All Other Compensation Table | | 56 | Grants of Plan-Based Awards in 2025 | | 57 | Outstanding Equity Awards at Fiscal 2025 Year End | | 58 | Option Exercises and Stock Vested in 2025 | | 59 | Pension Benefits | | 60 | Non-Qualified Deferred Compensation | | 61 | Potential Payments Upon Termination or Change of Control | | 61 | Change of Control Employment Agreements | | 63 | Potential Payments Under Executive Severance Plan | | 63 | Executive Severance Plan | | 64 | Potential Payments Under Death, Disability, and Retirement | | 65 | CEO Pay Ratio | | 66 | Pay Versus Performance | | 69 | Director Compensation |

  38. Executive Summary

    *For purposes of this proxy statement, the use of BW AOM herein represents the Company’s Adjusted Operating Margin used for purposes of determining performance under the Company’s Management Incentive Plan (the “MIP”), which modifies Adjusted Operating Margin, as defined and reported by the Company in its earnings press release for the year ended December 31, 2025, to exclude the impact of customer tariff recoveries consistent with the terms of the MIP. As a result of strong Company performance, we delivered full-year 2025 results above the top end of our guidance for both BW AOM and BW FCF that we disclosed in February 2025. We delivered BW AOM of 10.80% and BW FCF at $1,208 million for purposes of the Management Incentive Plan, or MIP, which is our cash-based annual incentive plan for executives. In addition, our Turbos and Thermal Technologies, or TTT, business unit delivered BU AOM of 15.31%, and our PowerDrive Systems, or PDS, business unit delivered BU Adjusted Operating Income, or BU AOI, of ($88) million. The foregoing use of BU AOM and BU AOI herein represent the Company’s BU AOM and BU AOI, respectively, used for purposes of determining performance under the MIP, which modifies BU AOM and BU AOI respectively, as reported by the Company in its Annual Report on Form 10-K for the year ended December 31, 2025, to exclude the impact of customer tariff recoveries and inter company transfers consistent with the terms of the MIP. Our strong performance is also evident in the results of our 2023–2025 Long-Term Equity Incentive Plan, under which the Company exceeded target-level performance for Relative Total Stockholder Return and Cumulative Free Cash Flow. As a result of slower than expected EV adoption, we achieved a threshold level payout for eProducts Revenue Mix and we did not achieve the threshold level for eProducts Revenue.

  39. Leadership Transition

    Leadership Transition Frédéric B. Lissalde On February 6, 2025, Joseph F. Fadool, who was previously our Executive Vice President and Chief Operating Officer, succeeded Frédéric B. Lissalde as the President and Chief Executive Officer of the Company, as we had announced on November 6, 2024. Mr. Lissalde continued to serve the Company as a consultant to the Board and supported the transition of his duties from February 6 through August 30, 2025. The Amended Employment Agreement for Mr. Lissalde that we describe on page 51 governed Mr. Lissalde’s compensation during the transition period. Specifically, beginning February 7, 2025, his annual base salary was reduced to sixty-seven percent (67%) of his previous rate of $1,450,000, resulting in an annual base salary of $971,500 through August 30, 2025. He was not eligible to participate in the MIP for any performance periods beginning on or after the transition date, but he was entitled to a pro rata MIP payment for the period in 2025 up to February 6, 2025. Mr. Lissalde also received awards in February 2025 under the Company’s 2023 Stock Incentive Plan, as the Amended Employment Agreement contemplated. Joseph F. Fadool In connection with Mr. Fadool’s appointment as President and Chief Executive Officer effective on February 6, 2025, the Compensation Committee approved a compensation package for Mr. Fadool. Effective as of February 6, 2025, we increased Mr. Fadool’s annual base salary to $1,250,000. His target annual bonus opportunity (which was prorated for 2025) was $1,875,000 (150% of base salary). Mr. Fadool’s long-term equity incentive target opportunity for 2025 was $8,125,000 (650% of base salary). In recognition of his new role, in February 2025, Mr. Fadool also received an award of 59,760 additional performance stock units for the performance period of January 1, 2024 to December 31, 2026, using the same performance measures as awards that we made to other executives in February 2024. In addition, Mr. Fadool received an increase in his perquisite allowance to $50,000 effective from February 6, 2025. The Compensation Committee established the compensation for Mr. Fadool based on benchmarking information that its independent compensation consultant provided, referencing the compensation for Chief Executive Officer positions in our compensation peer group. The Committee set the total target direct compensation for Mr. Fadool equal to $11,250,000 (allocated as set out above), which was broadly equal to 80% of the median CEO target direct compensation of the compensation peer group. This approach is consistent with the Committee’s past practice of setting compensation below the median for executives new to a role.

  40. 2025 Key Compensation Decisions

    | ● | Annual Incentives: From a financial performance perspective, the Company delivered BW AOM of 10.80%, which was above the target performance level that we set under our MIP for 2025. This qualified for a payout of 150% of target for the BW AOM portion of the MIP award. For purposes of the MIP calculation, the Company also generated $1,208 million of BW FCF which was above the maximum performance level for this metric. This qualified for a payout of 200% of target for the BW FCF portion of the award. |

  41. 2025 Key Compensation Decisions

    | ● | Long-Term Equity Incentives: Long-term equity incentives that we granted in 2025 consisted of performance stock units (two-thirds of the total value of target long-term equity incentive opportunity) and restricted stock (one-third of the total value of target long-term equity incentive opportunity). For the 2025–2027 performance cycle, the mix of performance metrics consisted of the following: |

  42. 2025 Key Compensation Decisions

    | The Cumulative Adjusted Earnings Per Share over the performance period | Determined by ranking the Company’s three-year TSR among a peer group of companies (see “performance peer group” on page 42) | The Relative Revenue Growth achieved during the performance period compared to the percentage change in the market |

  43. 2025 Key Compensation Decisions

    The Compensation Committee believes this compensation mix: (i) places appropriate emphasis on outgrowing our end markets by building our existing product portfolio through continued organic and inorganic investments, (ii) focuses on increasing earnings per share over time, and (iii) drives enhanced financial performance through margin expansion and cash generation, all of which contribute to long-term growth and stockholder value creation. We provide details about these performance metrics on pages 48–49. For the 2023–2025 performance cycle, participants could earn performance stock units based on the achievement of four measures: Relative Total Stockholder Return (Relative TSR) (25%), eProducts Revenue Mix (25%), eProducts Revenue (25%), and Cumulative Free Cash Flow (Cumulative FCF) (25%). Results for the 2023–2025 performance cycle were as follows:

  44. 2025 Key Compensation Decisions

    | ● | Relative TSR Payout for 2023–2025: The Company’s Relative TSR was at the 64th percentile of the peer group used for purposes of determining relative performance (ranking 9th out of 23 companies), which resulted in a payout of TSR performance stock units at 156% of target. |

  45. 2025 Key Compensation Decisions

    | ● | eProducts Revenue Mix Payout for 2023–2025: The Company’s eProducts Revenue Mix in 2025 was 18.0%, compared to a threshold of 18%. The threshold-level performance resulted in a payout for the 2023–2025 eProducts Revenue Mix performance stock units at 50% of target. |

  46. 2025 Key Compensation Decisions

    | ● | eProducts Revenue Payout for 2023–2025: The Company’s eProducts Revenue in 2025 was $2.570 billion, compared to a threshold of $3.2 billion. The below-target performance resulted in no payout for the 2023–2025 eProducts Revenue performance stock units. |

  47. 2025 Key Compensation Decisions

    | ● | Cumulative FCF Payout for 2023–2025: The Company’s Cumulative FCF was $2.337 billion, which was above the maximum level of $2.1 billion and resulted in a 2023–2025 Cumulative FCF performance stock unit payout at 200% of target. |

  48. Stockholder Engagement

    | ● | Introducing long-term equity incentive plan metrics that are based on Cumulative Adjusted Earnings Per Share and Relative Revenue Growth, which are more directly aligned with share price performance (and which avoids overlap of metrics with the MIP short-term incentive plan) |

  49. Stockholder Engagement

    | ● | Requiring above-median performance for relative TSR, with a payout of 100% of target for performance at the 55th percentile of our performance peer group in response to stockholders’ preference that target performance level be set above the median of the performance peer group |

  50. Stockholder Engagement

    | ● | Applying a cap of 100% of target on the relative TSR payout in the event that absolute total stockholder return is negative |

  51. Stockholder Engagement

    | ● | Removing some of the largest companies (by market capitalization) from our 2025 compensation peer group |

  52. Leading Compensation Governance Practices

    | | | | ● Stockholder engagement informs our compensation program ● Significant portion of executive pay is performance based and at-risk ● Rigorous goal-setting process ● Annual compensation assessment ● Annual risk assessment ● Stock ownership guidelines for executives ● Clawback policy for recoupment of incentive-based compensation under certain conditions ● Double-trigger change of control provisions for restricted stock and performance stock units | ● No short sales of Company stock ● No pledging of Company stock ● No hedging of Company stock ● No loans ● No gross-ups on excise tax or excessive perquisites ● No evergreen provision for share reserve replenishment |

  53. Compensation Philosophy and Objectives

    | ● | Align the interests of our executives with the long-term interests of the business, our stockholders, and employees |

  54. Compensation Philosophy and Objectives

    | ● | Motivate exceptional performance through metrics that support our long-term strategy of growth and create stockholder value |

  55. Principal Elements of Compensation

    | | Element | Key Features | | Cash (Fixed) | Base Salary | Provides a competitive fixed rate of pay relative to similar positions in the market and enables the Company to attract and retain critical executive talent Based on job scope, level of responsibilities, individual performance, experience, and market levels of pay | | Cash (Variable) | Annual Cash Incentive | Focuses executives on achieving annual financial goals that drive long-term stockholder value For corporate executives: ● 50% based on BW AOM, which measures the Company’s profitability relative to the sales it generates ● 50% based on BW FCF, which measures how much operating cash flow the Company generates net of capital expenditures to allow the Company to pursue opportunities that enhance stockholder value For business unit presidents: ● 35% based on BW AOM at the Company level ● 35% based on BW FCF at the Company level ● 30% based on BU AOM or BU AOI at the business unit level We implemented this compensation strategy for performance at both the Company and business unit levels for our business unit presidents to incentivize business unit profitability, while continuing to emphasize overall Company performance The MIP allows the Compensation Committee to apply a performance modifier (upward or downward) of up to 10% of the target MIP award to modify the MIP payout that would otherwise result based on the achievement of Company-wide strategic goals (with the total payout capped at 200% of target) | | Equity (Variable) | Long-Term Equity Incentive | Provides incentives for executives to execute on longer-term financial goals that drive stockholder value creation and support the Company’s retention strategy We grant two-thirds of the total value of the target long-term equity incentive opportunity using Performance Stock Units: ● 50% based on Relative TSR measured over a three-year performance period ● 25% based on Relative Revenue Growth measured over a three-year performance period ● 25% based on Cumulative Adjusted Earnings Per Share measured over a three-year performance period We grant one-third of the total value using Restricted Stock, with 50% vesting on the second anniversary of the grant date, and the remainder of the shares vesting on the third anniversary of the grant date, provided that the recipient is still employed by the Company |

  56. The Decision-Making Process

    The Decision-Making Process The Role of the Compensation Committee The Compensation Committee oversees the executive compensation program for our executives, including our NEOs, and is comprised of independent, non-employee members of the Board. The Compensation Committee works closely with an independent consultant and management to examine the effectiveness of the Company’s executive compensation program throughout the year. The Compensation Committee’s charter, which can be found at www.borgwarner.com/investors/corporate-governance, specifies details of the Compensation Committee’s authority and responsibilities. Our Compensation Committee strategically reviews our executive officers’ compensation at least annually, in addition to regular discussions at Compensation Committee meetings held throughout the year. Reflecting our intent to pay for performance, the Compensation Committee evaluates our compensation philosophy and objectives to ensure they align with our business strategies, competitive realities, and our Board’s determination of what is in the best interests of stockholders. The Compensation Committee also considers feedback from our stockholders. After considering all these data points, the Compensation Committee determines whether the compensation program: (i) meets these objectives, (ii) provides adequate incentives and motivation to our executive officers, and (iii) appropriately compensates our executive officers relative to comparable officers at other companies with which we compete for executive talent. For compensation decisions relating to executive officers other than our CEO, our Compensation Committee considers recommendations from our CEO. The Role of Management The CEO submits recommendations for the compensation of the Strategy Board, which includes the NEOs and other executives, to the Compensation Committee for its approval. The CEO does not participate in the deliberations of the Compensation Committee regarding his own compensation. The Compensation Committee makes all final determinations regarding CEO compensation. This process: (i) ensures that the Compensation Committee routinely receives and considers management input, (ii) provides transparency, and (iii) maintains committee oversight. The Role of the Independent Compensation Consultant Our Compensation Committee retained Pearl Meyer & Partners, LLC as its independent compensation consultant. The Compensation Committee annually reviews its relationship with Pearl Meyer to ensure continued independence. The review process includes consideration of the factors impacting independence set forth in New York Stock Exchange rules. Pearl Meyer reports directly to the Compensation Committee and provides benchmarking data to the Corporate Governance Committee with respect to Board compensation. The Compensation Committee evaluated whether any work provided by Pearl Meyer raised any conflict of interest for services performed during 2025 and determined that it did not. Pearl Meyer regularly participates in Compensation Committee meetings and, in collaboration with the Compensation Committee, aids in determining the appropriate compensation program, design, levels, and peer groups for the Company.

  57. The Decision-Making Process

    The Role of Peer Groups As we explain more fully below, we utilize two different peer groups for compensation purposes, a compensation peer group and a performance peer group. Based on feedback from stockholders and comments from proxy advisers, the Compensation Committee took a fresh look at the compensation and performance peer groups and implemented some changes for compensation decisions in 2025. Compensation Peer Group: The Compensation Committee regularly assesses the market competitiveness of the Company’s executive compensation program based on data from a comparator peer group (called the compensation peer group). The Compensation Committee reviews and determines the compensation peer group’s composition on an annual basis, considering input from its independent compensation consultant and management. In evaluating and setting compensation, our Compensation Committee considers several factors including individual and business performance, internal equity, retention, the degree of alignment between the executive’s job duties and the benchmarked job description, as well as an assessment of market practices. The benchmarking exercise is a useful tool that allows the Company to regularly review the market in which we compete for talent and provides credibility for our compensation program with our employees and stockholders.

  58. The Decision-Making Process

    | The Compensation Committee removed Honeywell International Inc. and Eaton Corporation plc to better align the compensation peer group with companies of similar size based on market capitalization to BorgWarner. No companies were added to the peer group. | Honeywell International Inc. Eaton Corporation plc | |

  59. The Decision-Making Process

    Performance Peer Group: For performance stock unit grants in 2025, the Compensation Committee continued to use the Automotive Parts & Supplier index performance peer group for purposes of measuring relative TSR. This performance peer group is more specific to the Company’s current industry. There were no changes to the performance peer group, and the following companies comprised the 2025 performance peer group:

  60. 2025 Executive Compensation Program in Detail

    | ● | Is one of the Company’s primary internal performance metrics, which every manufacturing location globally measures and reports monthly; |

  61. 2025 Executive Compensation Program in Detail

    | | Performance Level | | | | | | Threshold | Target | Maximum | | | | (50% | (100% | (200% | | | Performance Metric | payout) | payout) | payout) | Actual Results | | BW AOM | 9.60% | 10.40% | 11.20% | 10.80% | | BW FCF | $700 million | $800 million | $1,000 million | $1,208 million | | BU AOM - Turbos and Thermal Technologies | 14.50% | 15.10% | 15.70% | 15.31% | | BU AOI - PowerDrive Systems | $(120) million | $(85) million | $(50) million | $(88) million |

  62. 2025 Executive Compensation Program in Detail

    | MIP Result as a % of Target Bonus | = | BW AOM 150% Payout as % of Target x 50% | | + | BW FCF 200% Payout as % of Target x 50% | | = | 175% | | Bonus Payout | = | Base Salary of $1,237,329 | • | Effective Target Bonus of 147% of Base Salary | • | MIP Result of 175% of Target Bonus | = | $3,188,117 |

  63. 2025 Executive Compensation Program in Detail

    | | | Target Bonus as a | MIP Payout | | | | Bonus Eligible | Percentage of | as % of | | | NEO | Base Salary | Base Salary | Target | Bonus Payout | | Joseph F. Fadool | $1,237,329 | 147% | 175% | $3,188,117 | | Craig D. Aaron | $750,000 | 120% | 175% | $1,575,000 | | Stefan Demmerle | $845,000 | 120% | 151% | $1,531,140 | | Volker Weng | $790,000 | 120% | 163% | $1,545,240 | | Tonit M. Calaway | $740,000 | 120% | 175% | $1,554,000 | | Frédéric B. Lissalde | $146,986 | 160% | 175% | $411,562 |

  64. 2025 Executive Compensation Program in Detail

    | Relative Total Stockholder Return (“TSR”) | eProducts Revenue Mix | | The Company’s Relative TSR was at the 64th percentile of the performance peer group (ranking 9th out of 23 companies), which resulted in a 156% of target payout for the 2023-2025 TSR metric. | The Company’s eProducts Revenue Mix in 2025 was 18.0%, which was at the threshold level of 18%. The threshold-level performance resulted in a 50% of target payout for the 2023–2025 eProducts Revenue Mix metric. |

  65. 2025 Executive Compensation Program in Detail

    2025–2027 Performance Stock Unit Awards The Compensation Committee designed the performance stock unit awards for the senior executives, including the NEOs, to provide a competitive payout at the end of a three-year performance period, with financial goals set at the beginning of each performance period. A new performance period begins on January 1 and ends three years later on December 31. As part of the annual equity award process, the Compensation Committee considers a mix of equity vehicles when granting long-term equity incentive awards. For 2025, we awarded two-thirds of the total value of the target long-term equity incentive opportunity through performance stock units and one-third through restricted stock. We use a consistent methodology based on the market median for long-term equity incentives to determine the target dollar amount of the long-term equity incentive opportunity for each executive. We grant performance stock units and restricted stock in terms of a number of shares, and we convert the target dollar amount to a specific number of shares. We calculate this conversion share price by using the average closing price of the Company’s common stock for all the trading days in January immediately preceding the date of the grant. For the 2025–2027 awards, the share price we used to convert the award value into units was $32.09.

  66. 2025 Executive Compensation Program in Detail

    | The Cumulative Adjusted Earnings Per Share over the performance period | Determined by ranking the Company’s three-year TSR among a peer group of companies (see “performance peer group” on page 42) | The Relative Revenue Growth achieved during the performance period compared to the percentage change in the market |

  67. Other Executive Compensation Practices, Policies, and Guidelines

    We expect executives to meet the guidelines within five years of being appointed an officer. Shares counted to meet the ownership guidelines include shares held outright in brokerage or other investment accounts and non-vested restricted stock. Non-vested performance stock units do not count. Officers who do not meet their ownership guideline must hold at least 50% of any performance stock unit awards or restricted stock that become vested until their ownership guideline is met. No additional holding periods apply if the ownership guidelines are met. Our Compensation Committee reviews the ownership level for our CEO and all other persons covered under this guideline each year. As of March 3, 2026, each of our NEOs that was subject to the guidelines met the level of ownership required or had additional time to meet the guidelines. Clawback Policy We adopted a Compensation Recovery Policy governing the recovery of erroneously awarded incentive-based compensation consistent with the requirements of the Securities and Exchange Commission and the New York Stock Exchange. The Compensation Recovery Policy provides that, if we are required to prepare a qualifying accounting restatement, then, unless an exception applies, we will recover reasonably promptly the excess of: (1) the amount of incentive-based compensation received by a person who served as a covered officer at any time during the applicable performance period during the three completed years immediately preceding the date we are required to prepare the accounting restatement over, (2) the amount that would have been received had it been determined based on the restated financials. In addition, as contemplated in the 2023 Stock Incentive Plan, for a period of one year following the exercise, payment, or delivery of an award (whether or not incentive-based), the Compensation Committee may rescind any such exercise, payment, or delivery of an award upon its determining that the participant engaged in certain prohibited conduct prior to the exercise, payment, or delivery of the award. Policies and Practices Relating to the Timing of Equity Awards We generally grant annual equity-based awards during the first half of our fiscal year, although such timing may change from year to year. At the discretion of the Compensation Committee, the committee may also consider and approve interim or mid-year grants (or grants made on another basis) from time to time based on business needs, changing compensation practices, or other factors. The Compensation Committee does not take into account material nonpublic information in determining the timing and terms of equity-based awards, and we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. Insider Trading and Confidentiality Policy We have adopted an Insider Trading and Confidentiality Policy governing the purchase, sale and/or other dispositions of our securities by the Board, officers and employees of the Company and the Company that is reasonably designed to promote compliance with insider trading laws, rules and regulations, and the exchange listing standards applicable to us. Generally, our Policy also prohibits our directors and employees from: (1) engaging in any transaction involving a put, call, or other option on BorgWarner securities, (2) selling any BorgWarner securities he or she does not own (i.e., “selling short”), (3) in the case of directors and Section 16 officers, pledging any BorgWarner securities as collateral to secure personal loans or other obligations, and (4) engaging in hedging or monetization transactions involving BorgWarner securities. The types of prohibited hedging or monetization transactions include the use of financial instruments, such as prepaid variable forwards, equity swaps, collars, and exchange funds. Executive Benefits and Perquisites NEOs are eligible to participate in employee benefit plans on the same basis as other employees (such as medical, dental, and vision care plans; health care flexible spending accounts; health care reimbursement or savings accounts; life, accidental death and dismemberment, and disability insurance; employee assistance programs; and a defined contribution retirement plan, including a 401(k) feature). We provide the retirement plans that we describe on pages 59–60 to all U.S.-based employees to permit them to accumulate funds for retirement and to provide a competitive retirement package. Our U.S.-based executives who exceed the limits under the qualified BorgWarner Inc. Retirement Savings Plan participate in the BorgWarner Inc. Retirement Savings Excess Benefit Plan, or “Excess Plan.” All our NEOs received Company contributions under the Excess Plan in 2025. For further details, see page 60 under the Non-Qualified Deferred Compensation section. We provide a taxable annual perquisite allowance to our NEOs. The allowance is equal to $50,000 per annum for the CEO, $35,000 per annum for the CFO, and $30,000 per annum for the other NEOs. We generally do not provide tax gross-ups on benefits or perquisites. NEOs may use Company aircraft for personal purposes in special circumstances. Any requests for use of Company aircraft must be made in writing and approved by the CEO or CFO. On certain limited occasions, and consistent with Company policy, an NEO’s spouse or other family member may accompany the NEO on a business trip in which Company aircraft is used. The Company does not incur any additional direct operating cost in such situations because there is no incremental cost associated with the additional traveler. With the exception of Dr. Weng who is a deferred member in our German Turbo Systems Individual Pension Plan, none of our NEOs participates in, or has account balances in, any of the Company-sponsored qualified or non-qualified defined benefit pension plans. Amended Employment Agreement with Mr. Lissalde As we previously disclosed, on September 9, 2022, we entered into an employment agreement with Mr. Lissalde. Under the terms of the employment agreement, Mr. Lissalde remained employed by the Company until his retirement on August 30, 2025. Mr. Lissalde served as President and CEO until February 6, 2025, when Mr. Fadool succeeded him. Following the appointment of Mr. Fadool, Mr. Lissalde assumed a consultant role to the Board, supporting the transition of his duties as reasonably requested by Mr. Fadool or the Board, to ensure an orderly transition through the end of the term. Prior to February 6, 2025, Mr. Lissalde was eligible to participate in our MIP at a level commensurate with his position as President and CEO. He was also eligible to receive awards under the Company’s 2023 Stock Incentive Plan as determined by the Compensation Committee at a level commensurate with the position of CEO and a base salary rate equal to his then-current salary rate as CEO, provided that, for 2025, the target grant date fair value of the award was 8/12ths of the value that would otherwise have been granted to him. During the transition period, Mr. Lissalde’s annual base salary was sixty-seven percent (67%) of his annual base salary as in effect immediately prior to February 6, 2025, and he was not entitled to participate in the MIP for any performance periods beginning after February 6, 2025. He was eligible for a pro rata MIP payment, for the 2025 performance period based on the length of time he served as President and CEO during the performance period.

  68. Other Executive Compensation Practices, Policies, and Guidelines

    The employment agreement also provided that, during its term, Mr. Lissalde would receive reimbursement for reasonable expenses incurred for international financial planning and advice and international tax preparation services. He also remained eligible to participate in the Company’s benefit plans and received other benefits that were provided to him as of the date he entered into the Employment Agreement. Following his retirement on August 30, 2025, Mr. Lissalde continued to receive health care and other benefits as set forth in the Company’s welfare benefit plans. Mr. Lissalde’s original employment agreement provided for restricted stock and performance stock units granted within 12 months of his retirement date to be prorated upon retirement. The parties amended the agreement in February 2025 to provide for the awards to be prorated when granted with no proration or forfeiture at retirement to achieve the same result more directly. Accordingly, because Mr. Lissalde remained employed until his retirement date, satisfied his obligations under the employment agreement, and executed a release of claims in favor of the Company and its affiliates, we have treated his termination as “Retirement” within the meaning of the 2023 Stock Incentive Plan and Mr. Lissalde: (1) Vested in his restricted stock granted within 12 months prior to his retirement date on a pro rata basis, determined by dividing the number of months Mr. Lissalde was employed from January 1 of the year in which the grant date occurred through the retirement date by 12, provided that the restricted stock that was granted in 2025 (which had already been prorated by 8/12ths) vested in full. (2) Vested in his restricted stock granted more than 12 months prior to his retirement date on a pro rata basis, determined by dividing the number of months Mr. Lissalde was employed from the grant of such restricted stock through his retirement date and the denominator which was the number of months in the applicable restriction period. (3) Vested in his performance stock units granted within 12 months of his retirement date, to be delivered upon completion of the performance period, in the amount earned based on achievement of the applicable performance goals, but then prorated, determined by dividing the number of months Mr. Lissalde was employed from January 1 of the year in which the grant date occurred through his retirement date by 12, provided that the performance stock units we granted in 2025 (which have already been prorated), following the end of the performance period, will vest in full based on the actual achievement of the applicable performance goals, without proration. (4) Vested in his performance stock units granted more than 12 months prior to his retirement date, to be delivered upon completion of the performance period, in the full number of performance stock units earned, based on achievement of the applicable performance goals.

  69. Other Executive Compensation Practices, Policies, and Guidelines

    The Company also paid a prorated MIP bonus to Mr. Lissalde based on company performance while he was President and CEO and provided Mr. Lissalde with its standard repatriation benefits for senior executive officers in connection with his relocation to France. In exchange for the benefits provided by the employment agreement, Mr. Lissalde has agreed to certain non-competition and non-solicitation restrictions that extend for two years following the end of the term of the employment agreement, as well as confidentiality and non-disparagement covenants. Change of Control Agreements and Executive Severance Plan We have entered into COC Agreements with each of our NEOs and certain other executives. In establishing the COC Agreements, our Board determined that it is in the best interests of the Company and its stockholders to: (i) maintain NEOs’ continued dedication in the event of either a contemplated or actual change of control, and (ii) provide three years of compensation to NEOs terminated in connection with a change of control to ensure they focus on executing the transaction rather than personal uncertainties and risks associated with such change of control. COC Agreements: (i) do not provide for excise tax gross-up provisions, (ii) allow a portion of any benefit received in connection with a change of control to be attributable to a non-compete agreement to reduce the potential for the excise tax, and (iii) require an executive to forego a portion of change of control payments that could otherwise trigger excise tax if such reduction would be beneficial to the executive. We maintain an Executive Severance Plan to provide financial protection to our NEOs in the event that their employment is involuntarily terminated by the Company (without cause) or by the NEO for good reason (as defined in the plan), subject to the terms of the plan and not in connection with a change of control. The Executive Severance Plan provides for a lump sum payment equal to one and a half times the sum of the NEO’s base salary and recent average bonus. The plan also provides medical and dental coverage for a limited time and outplacement services. In no event would an NEO receive a payment under both the COC Agreement and the Executive Severance Plan. See pages 61–64 for further details on the COC Agreements and Executive Severance Policy. Compensation Risk Management Each year, the Compensation Committee oversees a risk assessment of the Company’s executive compensation program. Based on its most recent review, the Compensation Committee concluded that our compensation program and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Our executive compensation program includes several features that mitigate unnecessary risk taking, including a balance of short- and long-term incentives, with long-term equity incentives comprising the majority of our executives’ target direct compensation; a mix of performance metrics on our short- and long-term incentives; clawback provisions; and stock ownership. Tax Deductibility of Compensation Section 162(m) of the Internal Revenue Code of 1986 as amended generally provides that a public corporation may not deduct for tax purposes compensation in excess of $1 million that it paid for any fiscal year to certain covered employees – generally including our NEOs. In determining our executive compensation for 2025, we considered the tax deductibility of compensation, as well as the goals of our compensation program, and we retained the flexibility to provide compensation that is consistent with our goals, even if such compensation would not be fully tax-deductible. Because many different factors influence a well-rounded, comprehensive executive compensation program, some of the compensation we provide to our executive officers is likely to not be fully deductible due to Section 162(m). Compensation Committee Report The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management, and based on such review and discussions, the Compensation Committee recommended to our Board that the Compensation Discussion and Analysis be included in this Proxy Statement.

  70. Executive Compensation Tables

    | (6) 2025 Restricted Stock Grant for Mr. Lissalde: The restricted stock vested upon Mr. Lissalde’s retirement on August 30, 2025. The vested shares are included in the Option Exercises and Stock Vested in 2025 table further below. The value on the grant date shown in column (l) is calculated as the number of shares of restricted stock granted, multiplied by the share price on the grant date (February 4, 2025) of $31.33. |

  71. Executive Compensation Tables

    The equity awards reflected in the Grants of Plan-Based Awards table are granted under the 2023 Stock Incentive Plan. Further details regarding our incentive plans can be found in our Compensation Discussion and Analysis on pages 30–53. Outstanding Equity Awards at Fiscal 2025 Year End The following table summarizes all equity awards to our NEOs that remain either unexercised and/or unvested as of December 31, 2025:

  72. Executive Compensation Tables

    | | Option Awards | | | | Stock Awards | | | | | | | | | | | | | | Equity | | | | | | | | | | | Incentive | Equity | | | | | Equity | | | | | Plan | Incentive | | | | | Incentive | | | | | Awards: | Plan Awards: | | | | | Plan | | | | | Number of | Market or | | | | | Awards: | | | | Market | Unearned | Payout of | | | Number of | Number of | Number of | | | Number | Value of | Shares, | Unearned | | | Securities | Securities | Securities | | | of Shares | Shares | Units or | Shares, Units | | | Underlying | Underlying | Underlying | | | or Units of | or Units of | Other | or Other | | | Unexercised | Unexercised | Unexercised | Option | | Stock That | Stock That | Rights That | Rights | | | Options | Options | Unearned | Exercise | Option | Have Not | Have Not | Have Not | That Have | | | Exercisable | Unexercisable | Options | Price | Expiration | Vested(1) | Vested(1) | Vested(3) | Not Vested(3) | | Name | (#) | (#) | (#) | ($) | Date | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | | Joseph F. Fadool | — | — | — | — | — | 131,366 | 5,919,352 | 600,635 | 27,064,613 | | Craig D. Aaron | — | — | — | — | — | 49,571 | 2,233,669 | 192,736 | 8,684,684 | | Stefan Demmerle | — | — | — | — | — | 76,450 | 3,444,837 | 262,027 | 11,806,937 | | Volker Weng | — | — | — | — | — | 61,589 | 2,775,200 | 212,715 | 9,584,938 | | Tonit M. Calaway(2) | — | — | — | — | — | 215,053 | 9,690,288 | 235,527 | 10,612,847 | | Frédéric B. Lissalde | — | — | — | — | — | — | — | 765,223 | 34,480,948 |

  73. Executive Compensation Tables

    | (1) The values in column (g) represent the number of shares of restricted stock granted in 2023, 2024, and 2025 plus dividend equivalents that will vest on February 28, 2026, February 28, 2027, and February 28, 2028 respectively. The dollar value in column (h) is calculated using the closing stock price on December 31, 2025, of $45.06 per share. |

  74. Executive Compensation Tables

    | (2) The values in column (g) for Ms. Calaway include the shares of restricted stock relating to her retention award granted on July 1, 2024. The total of 215,053 shares of restricted stock and dividend equivalents shown in the table include 142,903 shares of restricted stock and 3,114 dividend equivalents that are due to vest on July 1, 2026 relating to this award. |

  75. Executive Compensation Tables

    | (3) The values of columns (i) and (j) are comprised of performance stock unit grants plus dividend equivalents made under the BorgWarner Inc. 2023 Stock Incentive Plan, issued for the performance periods of 2024-2026 and 2025-2027. Column (i) represents the maximum potential payout for all outstanding unearned Relative Total Stockholder Return (TSR) 2024-2026 and 2025-2027, Foundational AOM 2024-2026, eProducts AOM 2024-2026, eProducts Revenue 2024-2026, Cumulative Adjusted Earnings Per Share 2025-2027 and Relative Revenue Growth 2025-2027 performance stock units. The payout levels of the performance stock units are shown at maximum levels because actual performance over the most recent period was at or above 100% of the target level. Column (j) represents the number of performance stock units in column (i) times the closing stock price of $45.06 on December 31, 2025. Actual future payouts will depend on several factors, including (i) the number of performance stock units that are earned, as determined after the end of the performance period based on the level at which the applicable performance goals have been achieved, as described on pages 48-49; and (ii) the FMV of stock, as defined in the 2023 Plan. |

  76. Executive Compensation Tables

    Regarding adjustments to shares in the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, extraordinary distribution with respect to the stock, or other change in corporate structure affecting the stock, our Compensation Committee, or our Board shall make such substitution or adjustments in the aggregate number, kind and option price of shares or adjustments in the consideration receivable upon exercise, as it may be necessary to avoid dilution.

  77. Executive Compensation Tables

    | 2026 Proxy Statement | | 57 |

  78. Executive Compensation Tables

    Option Exercises and Stock Vested in 2025 The following table summarizes all option exercises and stocks vesting by our NEOs during 2025:

  79. Executive Compensation Tables

    | | Option Awards | | Stock Awards | | | | Number of | | Number | | | | Shares | Value | of Shares | Value | | | Acquired | Realized | Acquired on | Realized On | | | on Exercise | On Exercise | Vesting(1) | Vesting(2) | | Name | (#) | ($) | (#) | ($) | | (a) | (b) | (c) | (d) | (e) | | Joseph F. Fadool | — | — | 87,486 | 3,512,791 | | Craig D. Aaron | — | — | 28,486 | 1,230,492 | | Stefan Demmerle | — | — | 81,955 | 3,291,285 | | Volker Weng | — | — | 60,258 | 2,423,951 | | Tonit M. Calaway | — | — | 72,183 | 2,894,795 | | Frédéric B. Lissalde | — | — | 468,790 | 16,936,832 |

  80. Executive Compensation Tables

    | (1) Number of “shares” disclosed in column (d) represents the total number of Relative Total Stockholder Return, eProducts Revenue Mix, eProducts Revenue, and Cumulative Free Cash Flow performance stock units earned for the 2023–2025 performance period and paid in 2026, the total number of shares of restricted stock granted in 2022 that vested in 2025, and the total number of shares of restricted stock granted in 2023 that vested in 2025 (including dividends earned relating to the performance stock units and restricted stock). All the shares are shown after application of the adjustment factor that was applied as a result of our PHINIA spin-off that occurred in July 2023. |

  81. Executive Compensation Tables

    | (2) Amount in column (e) is equal to the number of Relative Total Stockholder Return, eProducts Revenue Mix, eProducts Revenue, and Cumulative Free Cash Flow performance stock units earned (and dividends earned relating to the performance stock units) multiplied by $45.06, which is the closing stock price at the end of the performance period on December 31, 2025. It also includes the shares of restricted stock (and dividends earned relating to the restricted stock) granted in 2022 and 2023 that vested and were paid in 2025, multiplied by the FMV of $29.77, on the vest date of February 28, 2025. |

  82. Executive Compensation Tables

    Pension Benefits One of our NEOs, Dr. Weng, is a deferred member in a Company-sponsored defined benefit pension plan in Germany (the Turbo Systems Individual Pension Plan). None of our other NEOs participate, or have account balances, in any of the Company-sponsored qualified or non-qualified defined benefit pension plans.

  83. Executive Compensation Tables

    | | | Number of | | | | | | Years | Present Value of | Payment | | | | Credited | Accumulated | During Last | | | | Service | Benefit(1) | Fiscal Year | | Name | Plan Name | (#) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | | Joseph F. Fadool | — | — | — | — | | Craig D. Aaron | — | — | — | — | | Stefan Demmerle | — | — | — | — | | Volker Weng | Turbo Systems Individual Pension Plan | 18.1 | 182,681 | — | | Tonit M. Calaway | — | — | — | — | | Frédéric B. Lissalde | — | — | — | — |

  84. Executive Compensation Tables

    | (1) Dr. Weng is a deferred participant in the Turbo Systems Individual Pension Plan and is not currently accruing any additional benefits in the plan. The present value of €155,183 has been converted using an exchange rate of €1 = $1.1772. |

  85. Executive Compensation Tables

    US Retirement Savings Plan (RSP) Our U.S.-based NEOs are eligible to participate in our Retirement Savings Plan, or RSP, which is our tax-qualified defined contribution plan. This plan, which is available to all U.S. salaried and hourly employees, allows our U.S.-based NEOs to take advantage of current tax-advantaged opportunities for accumulating future retirement income. The RSP is comprised of two primary components: a Company Retirement Account and a Savings Account with a match feature. In the Company Retirement Account, the Company contributes to the employee’s account each pay period based on years of service and eligible pay. For the majority of employees, including our U.S.-based NEOs, this ranges from 4% to 6% of compensation up to the Social Security wage base and from 8% to 11.5% of compensation above the Social Security wage base. In the Savings Account, participants may make contributions to the plan of 1% to 75% of their eligible earnings on a before-tax and/or after-tax basis (up to the statutorily prescribed annual limit on pre-tax contributions under the Internal Revenue Code (“IRC”)). The Company matches 100% of the first 3% of the employees’ pre-tax contributions. Participant contributions are held in trust as required by law. All employee contributions are 100% vested when contributed. The first 3% of compensation contributed to the Company Retirement Account vests immediately, and any other employer contributions vest 100% after three years of service. Turbo Systems Individual Pension Plan The Turbo Systems Individual Pension Plan is a defined benefit plan which provides for post-retirement payments based on the accumulation of fixed amounts for each year of creditable service. Eligibility and Vesting: Dr. Weng has an individual pension commitment and has fully completed both the 2-year waiting period as defined in the plan and the legal vesting requirements (three years of pensionable service and age 21). Benefit Formula: The pension benefit is based on the sum of fixed amounts earned over Dr. Weng’s career. The fixed amount in the year in which he terminated was a monthly retirement benefit at age 65 of €62.99 (where full months are considered proportionally). Time and Form of Payment: The normal retirement age for the plan is 65. The earliest retirement age is 63, with benefits reduced by 0.3% for each month prior to age 65 (with a maximum reduction of 10.8%). The form of payment is a life-long monthly annuity starting upon retirement with a 60% surviving spouse benefit. Benefits are adjusted for inflation according to German law (every three years according to the cost-of-living index). Accrued Benefit: Dr. Weng is a deferred member and is no longer accruing additional benefits under the plan. His accrued monthly benefit based on a retirement age of 65 is €933 per month. Tax Code Limits on Benefits: The benefits payable under the German Pension Plan, which is a direct pension promise, are not limited due to the tax code.

  86. Executive Compensation Tables

    | 2026 Proxy Statement | | 59 |

  87. Executive Compensation Tables

    Non-Qualified Deferred Compensation The following table shows the non-qualified deferred compensation activity for our NEOs during 2025:

  88. Executive Compensation Tables

    | | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions | Contributions | Earnings in | Withdrawals/ | Balance at | | | in Last FY | in Last FY | Last FY | Distributions | Last FYE | | Name | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c)(1) | (d) | (e) | (f)(2) | | Joseph F. Fadool | — | 415,683 | 855,334 | — | 3,862,772 | | Craig D. Aaron | — | 225,742 | 98,621 | — | 783,351 | | Stefan Demmerle | — | 314,808 | 557,210 | — | 2,921,669 | | Volker Weng | — | 316,621 | 113,634 | — | 999,467 | | Tonit M. Calaway | — | 228,492 | 252,722 | — | 1,767,313 | | Frédéric B. Lissalde | — | 689,171 | 173,667 | — | 4,418,151 |

  89. Executive Compensation Tables

    | (1) The amounts shown in this column represent benefits earned under the defined contribution Retirement Savings Excess Benefit Plan, which amounts also appear in the “All Other Compensation” column in the 2025 Summary Compensation Table for fiscal 2025. |

  90. Executive Compensation Tables

    | (2) The amount shown in this column in excess of the sum of the amounts from the preceding columns includes $2,591,755 for Mr. Fadool, $458,988 for Mr. Aaron, $2,049,651 for Dr. Demmerle, $569,212 for Dr. Weng, $1,286,099 for Ms. Calaway, and $3,555,313 for Mr. Lissalde, which was previously reported in the Summary Compensation Table for years prior to fiscal year 2025. |

  91. Executive Compensation Tables

    The Excess Plan is an unfunded, non-qualified retirement plan, which makes certain highly compensated U.S. employees whole with regard to Company contributions that are otherwise limited under the RSP by IRC provisions. Participation is automatic once these limits are reached in a plan year. The contributions vest in the same manner as under the RSP. Distributions are made following a participant’s separation from service, with distributions attributable to amounts earned or vested before January 1, 2005, distributed within 30 days of a participant’s separation from service and amounts earned or vested after December 31, 2004, distributed in the seventh month following the month in which the participant’s separation from service occurs. No in-service withdrawals or loans are available from the Excess Plan. Excess Plan balances are invested in the same investment choices that are available to the participants under the RSP. As these plans are unfunded, no money is actually invested. Rather, a notional account that mirrors the returns of these investments is maintained. Potential Payments Upon Termination or Change of Control The following table shows the post-employment payments that would be paid to each of our NEOs upon or following certain change of control related events. The calculations assume each NEO’s employment is terminated on December 31, 2025. For purposes of the calculations, the closing stock price on the last business day of 2025 ($45.06) was used to determine the market value of shares of restricted stock and performance stock units.

  92. Executive Compensation Tables

    | | | | | | | Medical | | Voluntary | | | | | Restricted | Performance | | Continuation | Total | Termination | | | Cash | Prorated | Stock | Stock Units | Retirement | and | Qualifying | Without Good | | | Severance(1) | Bonus(2) | Vesting(3) | Vesting(4) | Contributions(5) | Outplacement(6) | Termination (7) | Reason(8) | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Joseph F. Fadool | 9,354,561 | 1,868,187 | 5,919,352 | 13,532,284 | 1,189,678 | 85,090 | 31,949,152 | 1,868,187 | | Craig D. Aaron | 4,300,569 | 683,523 | 2,233,669 | 4,342,342 | 532,659 | 84,586 | 12,177,348 | 683,523 | | Stefan Demmerle | 7,544,400 | 1,669,800 | 3,444,837 | 5,903,446 | 954,357 | 73,336 | 19,590,176 | 1,669,800 | | Volker Weng | 6,706,326 | 1,445,442 | 2,775,200 | 4,792,446 | 943,361 | 85,090 | 16,747,865 | 1,445,442 | | Tonit M. Calaway | 6,556,200 | 1,445,400 | 9,690,288 | 5,306,356 | 700,050 | 78,970 | 23,777,264 | 1,445,400 |

  93. Executive Compensation Tables

    | (1) The sum of base salary as of December 31, 2025, and average annual bonus payment over the past three years, multiplied by three. |

  94. Executive Compensation Tables

    | (2) The average annual bonus payment over the past three years prorated for service up to the Qualifying Termination date (assumed to be December 31, 2025, for purposes of this table). |

  95. Executive Compensation Tables

    | (3) Unvested shares of restricted stock and dividend equivalents will vest at the date of separation. Amounts shown in the table are valued using a fair market value of $45.06 per share as of December 31, 2025. |

  96. Executive Compensation Tables

    | (4) Unvested performance stock units and dividend equivalents for performance periods that have not been completed will vest as of the separation date and be delivered at the end of each performance period subject to performance conditions being satisfied. Column (e) shows the value of unvested performance stock units and dividend equivalents assuming they vest at 100% of target and using a Fair Market Value of $45.06 per share as of December 31, 2025. |

  97. Executive Compensation Tables

    | (5) Amount equal to three times the annual retirement plan contributions. |

  98. Executive Compensation Tables

    | (6) Continuation of health care benefits (medical and dental) and life insurance for 18 months, and outplacement assistance not to exceed $40,000. |

  99. Executive Compensation Tables

    | (7) A Qualifying Termination is a termination of employment by an employee for Good Reason or termination of employment by the Company without Cause as defined in the plan. No payments are due for termination with Cause. |

  100. Executive Compensation Tables

    | (8) In the case of a voluntary termination without good reason, only the prorated bonus is payable based on the average of past bonuses for the year of termination. |

  101. Executive Compensation Tables

    | (9) Payments shown in the table above are only due in the event of a termination after a change of control. No single-trigger payments are due in the event of a change of control in which the successor honors or assumes outstanding equity-based awards. Please refer to page 49 for a description of the equity treatment in the event of a change of control. |

  102. Executive Compensation Tables

    | (10) The amounts disclosed in the table above do not include life or disability insurance benefits or vested benefits under the qualified RSP, as these benefit plans are available to all U.S.-based salaried employees. The provisions of the plan would determine the timing and method of payments made under the above scenarios. |

  103. Executive Compensation Tables

    Mr. Lissalde is excluded from the above table as his employment terminated prior to December 31, 2025. The payments relating to Mr. Lissalde’s retirement are described above in the Amended Employment Agreement with Mr. Lissalde section. Change of Control Employment Agreements We have entered into COC Agreements with each of our NEOs. The COC Agreements do not include excise tax gross-up provisions. They also allow a portion of any benefit received in connection with a change of control to be attributable to a non-compete agreement to reduce the potential for the excise tax. Below is a general description of the material terms and conditions of our COC Agreements. In the event that an NEO terminates employment for good reason, or the Company terminates an NEOs employment with the Company without cause within two years of a change of control or in anticipation of a change of control, the NEO is entitled to the following:

  104. Executive Compensation Tables

    | ● | A lump sum cash amount equal to three times the sum of (i) their annual base salary and (ii) the average annual bonus for the most recent three years |

  105. Executive Compensation Tables

    | ● | A lump sum cash amount based on a prorated portion of the average of past bonuses for the portion of the year up to the date of termination |

  106. Executive Compensation Tables

    | ● | A lump sum cash amount equal to three times the Company’s retirement contributions that would have been made on his or her behalf in the first plan year ending after termination of employment |

  107. Executive Compensation Tables

    | ● | Continuation of medical, dental, and life insurance benefits for up to 18 months following termination |

  108. Executive Compensation Tables

    | ● | Outplacement services at a cost not to exceed $40,000 |

  109. Executive Compensation Tables

    | 2026 Proxy Statement | | 61 |

  110. Executive Compensation Tables

    The COC Agreements also provide that, in the event of a change of control, any outstanding equity awards that are assumed or replaced by the successor in the change of control will not become vested on an accelerated, or “single-trigger,” basis solely as a result of the change of control. Instead, the assumed or replaced awards will continue in accordance with their terms and will become vested on an accelerated basis only if the Company terminates the NEOs employment without cause or the NEO terminates employment for good reason within two years after the change of control. This is referred to as “double-trigger” vesting. Any awards that are not assumed or replaced in the change of control will generally become vested upon the change of control. Executives forego a portion of change of control payments that could otherwise trigger IRC Section 4999 excise taxes, as the tax will not be “grossed-up” under the COC Agreement, if such reduction in change of control payments would be beneficial to the executive. “Change of control” generally means: (a) the acquisition by any party of beneficial ownership of 20% or more of either (i) the then-outstanding shares of our common stock, or (ii) the combined voting power of our then-outstanding voting securities entitled to vote generally in the election of our directors, (b) a change in the majority of our Board, (c) a major corporate transaction, such as a merger or sale of substantially all of our assets, which results in a change in the majority of our Board of Directors or a majority of stockholders, or (d) a complete liquidation or dissolution of the Company. “Cause” generally means the willful and continued failure of the executive to substantially perform the executive’s duties or the willful engaging by the executive in illegal conduct or gross misconduct materially injurious to us. “Good reason” generally means the diminution of responsibilities, authority or duties, our failure to comply with compensation or benefit provisions, transfer to a new work location more than 35 miles from the executive’s previous work location, a purported termination of the COC Agreement by us other than in accordance with the COC Agreement, or our failure to require any successor to us to comply with the COC Agreement. Potential Payments Under Executive Severance Plan The amounts each NEO would receive upon a qualifying termination under the Executive Severance Plan are shown below. The amounts assume that such termination was effective on December 31, 2025, and thus are estimates of the amounts that would actually be received. The actual amounts to be received can only be determined in connection with the termination event.

  111. Executive Compensation Tables

    | | | | | | | Medical | | | | | | Restricted | Performance | | Continuation | Total | | | Cash | Prorated | Stock | Stock Units | Retirement | and | Qualifying | | | Severance(1) | Bonus(2) | Vesting(3) | Vesting(5) | Contributions(6) | Outplacement(7) | Termination(8) | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | Joseph F. Fadool | 4,677,281 | 1,868,187 | 3,088,882 | — | — | 83,110 | 9,717,460 | | Craig D. Aaron | 2,150,285 | 683,523 | 1,208,251 | — | — | 82,606 | 4,124,665 | | Stefan Demmerle | 3,772,200 | 1,669,800 | 2,165,269 | — | — | 71,356 | 7,678,625 | | Volker Weng | 3,353,163 | 1,445,442 | 1,685,943 | — | — | 83,110 | 6,567,658 | | Tonit M. Calaway(4) | 3,278,100 | 1,445,400 | 8,523,478 | — | — | 76,990 | 13,323,968 |

  112. Executive Compensation Tables

    | (1) The sum of base salary as of December 31, 2025, and average annual bonus payment over the past three years, multiplied by 1.5. |

  113. Executive Compensation Tables

    | (2) The average annual bonus payment over the past three years prorated for service up to the Qualifying Termination date (assumed to be December 31, 2025, for purposes of this table). |

  114. Executive Compensation Tables

    | (3) Unvested shares of restricted stock and dividend equivalents will be prorated at the date of separation. Amounts shown in the table are valued using a fair market value of $45.06 per share as of December 31, 2025. |

  115. Executive Compensation Tables

    | (4) Shares of restricted stock and dividend equivalents relating to the retention award granted to Ms. Calaway will vest in full in the event of a qualifying termination. The amount relating to the retention award shown in column (d) is $6,579,526. |

  116. Executive Compensation Tables

    | (5) Unvested performance stock units will be forfeited without payment as of the separation date. |

  117. Executive Compensation Tables

    | (6) No retirement contributions are due at or after the separation date. |

  118. Executive Compensation Tables

    | (7) Continuation of health care benefits (medical and dental) for 18 months and outplacement assistance not to exceed $40,000. |

  119. Executive Compensation Tables

    | (8) A Qualifying Termination is a termination of employment by an employee for Good Reason or termination of employment by the Company without Cause as defined in the plan. |

  120. Executive Compensation Tables

    | (9) The amounts disclosed in the table above do not include life or disability insurance benefits or vested benefits under the qualified RSP, as these benefit plans are available to all U.S.-based salaried employees. The provisions of the plan would determine the timing and method of payments made under the above scenarios. |

  121. Executive Compensation Tables

    Mr. Lissalde is excluded from the above table as his employment terminated prior to December 31, 2025. The payments relating to Mr. Lissalde’s retirement are described above in the Amended Employment Agreement with Mr. Lissalde section. Executive Severance Plan Effective May 28, 2024, the Company adopted an Executive Severance Plan to provide financial protection to our NEOs in the event that their employment is involuntarily terminated by the Company without cause (as defined in the Plan) or voluntarily by the NEO for good reason (as defined in the Plan), subject to the terms of the Plan and not in connection with a change of control. The Executive Severance Plan applies to our NEOs other than the former CEO, Mr. Lissalde. Mr. Lissalde did not receive any severance benefits. The benefits he received upon his retirement were determined under the Employment Agreement summarized above under “Amended Employment Agreement with Mr. Lissalde.” Below is a general description of the material terms and conditions of our Executive Severance Plan. In the event that an NEO’s employment is terminated by the Company without cause, or the NEO terminates employment for good reason, the NEO is entitled to the following:

  122. Executive Compensation Tables

    | ● | A lump sum cash amount equal to one and a half times the sum of (i) their annual base salary and (ii) the average annual bonus for the most recent three years |

  123. Executive Compensation Tables

    | ● | A lump sum cash amount based on a prorated portion of the average of past bonuses for the portion of the year up to the date of termination |

  124. Executive Compensation Tables

    | ● | Continuation of medical and dental insurance benefits for up to 18 months following termination |

  125. Executive Compensation Tables

    | ● | Outplacement services at a cost not to exceed $40,000 |

  126. Executive Compensation Tables

    The Executive Severance Plan also provides that, upon a qualifying termination, a pro rata portion of any then-unvested shares of restricted stock and then-unvested time-vesting restricted stock units (and accrued dividends) held by the NEO will immediately vest. However, any unearned and unvested performance stock units and related dividend equivalents and unvested stock options or stock appreciation rights will be forfeited. If an NEO is eligible to receive severance benefits under the Executive Severance Plan and similar benefits pursuant to a Change of Control Employment Agreement, then the NEO shall receive either the severance benefits under the Plan or the benefits under

  127. Executive Compensation Tables

    | 2026 Proxy Statement | | 63 |

  128. Executive Compensation Tables

    such Change of Control Employment Agreement, whichever would result in the provision of greater benefits to the NEO, as determined by the Company. In no event shall an NEO be entitled to receive both the severance benefits under the Executive Severance Plan and similar benefits under a Change of Control Employment Agreement. “Cause” generally means the willful and continued failure of the executive to perform substantially the executive’s duties or the willful engaging by the executive in illegal conduct or gross misconduct materially injurious to us. “Good reason” generally means a significant reduction in the employee’s base compensation, the assignment of duties that significantly diminish the employee’s authority or responsibilities, or any significant breach by the Company of a material compensation arrangement. Potential Payments Under Death, Disability, and Retirement The amounts each NEO (or their beneficiaries in the event of death) would receive upon a qualifying termination as a result of death, disability, or retirement are shown below.

  129. Executive Compensation Tables

    | | | Restricted | Performance | Total Upon | | | | Prorated | Stock | Stock Units | Death and | Total Upon | | | Bonus(1) | Vesting(2) | Vesting(3) | Disability(4) | Retirement(5) | | Name | ($) | ($) | ($) | ($) | ($) | | (a) | (b) | (c) | (d) | (e) | (f) | | Joseph F. Fadool | 1,821,781 | 5,919,352 | — | 7,741,133 | 1,821,781 | | Craig D. Aaron | 900,000 | 2,233,669 | — | 3,133,669 | 900,000 | | Stefan Demmerle | 1,014,000 | 3,444,837 | — | 4,458,837 | 1,014,000 | | Volker Weng | 948,000 | 2,775,200 | — | 3,723,200 | 948,000 | | Tonit M. Calaway | 888,000 | 9,690,288 | — | 10,578,288 | 888,000 |

  130. Executive Compensation Tables

    | (1) The amount in column (b) represents the pro rata bonus that an NEO, employed at least three months during the calendar year, whose employment ends as a result of retirement, death, or disability is eligible to receive. It is an incentive based on year-end financial results and calculated on a pro rata basis for the period of employment in that calendar year. The amount shown assumes target performance for the full year. The actual amount paid would be determined based on actual performance through the end of the applicable performance period. |

  131. Executive Compensation Tables

    | (2) The amount in column (c) represents the unvested shares of restricted stock and dividend equivalents valued using a fair market value of $45.06 as of December 31, 2025. |

  132. Executive Compensation Tables

    | (3) There is no payout of performance stock units when the employee is not employed through the end of the performance period. However, the Compensation Committee may waive that requirement at its discretion. In such cases, the NEO would be eligible for all or a proportion of the performance stock units earned, determined at the end of the performance period and based on actual results. |

  133. Executive Compensation Tables

    | (4) The amounts disclosed in the table above do not include life or disability insurance benefits or vested benefits under the qualified RSP, as these benefit plans are available to all U.S.-based salaried employees. The provisions of the plan would determine the timing and method of payments made under the above scenarios. |

  134. Executive Compensation Tables

    | (5) There is no payout of restricted stock or performance stock units when the NEO is not employed as of the date when the restricted stock is scheduled to vest or at the end of the applicable performance period for performance stock units. However, the Compensation Committee may waive that requirement at its discretion. In such cases, the NEO would be eligible for all or a proportion of restricted stock and performance stock units outstanding, calculated on a pro rata basis as of their separation date. In the case of performance stock units earned, they will be determined at the end of the performance period and based on actual results. |

  135. Executive Compensation Tables

    CEO Pay Ratio For 2025, we estimate the ratio of our CEO’s total compensation to our median employee’s total compensation as 326 to 1. The median employee used for 2025 was the same median employee used in 2024 and 2023 (an employee located in Poland), as there were no changes to our employee population or employee compensation arrangements that would significantly impact our pay ratio disclosure. The employee was identified in 2023 by ranking the total cash compensation of our worldwide employees (other than our CEO and excluding certain employees under a 5% “de minimis exception” as described below) who were employed by us or our affiliates on December 31, 2023. The total number of employees included in the median employee determination prior to the exclusion relating to the de minimis exemption was 35,115. Of these 35,115 employees, 29,108 were employed outside of the U.S. As permitted by the SEC’s rules, we excluded a total of 1,515 employees in non-U.S. locations reflecting 1,317 employees in India and 198 employees in Thailand. Such exclusions reflected less than 5% of our total employee population. The total number of our U.S. employees irrespective of the de minimis exemption was 6,007, the total number of our non-U.S. employees irrespective of the de minimis exemption was 29,108, and the total number of our non-U.S. employees after application of the de minimis exemption was 27,593. Total cash compensation included base wages, overtime pay, annual bonuses, and any cash allowances paid to employees. The median employee’s 2025 total compensation was $47,910 and was calculated under the methodology employed for calculating Total Compensation in the Summary Compensation Table and compared to our CEO’s 2025 compensation to determine the ratio. For this purpose, we converted the median employee’s compensation into U.S. dollars using an exchange rate based on 3.59 PLN to 1 USD. For purposes of determining the CEO pay ratio, we calculated the CEO’s total annual compensation in accordance with Instruction 10 to Item 402(u) of Regulation S‑K by annualizing the compensation earned by our CEO as of December 31, 2025 for the period of time he was CEO during the year. The CEO’s annualized compensation earned while he was CEO was $15,634,340, producing a pay ratio of 326 to 1. Given the different methodologies that various public companies use to determine an estimate of their pay ratio, as well as differences in business models and workforce strategies, the estimated ratio reported above should not be used as a basis for comparison between companies.

  136. Executive Compensation Tables

    | 2026 Proxy Statement | | 65 |

  137. Executive Compensation Tables

    Pay Versus Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S - K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance measures of the Company. For further information concerning the Company’s variable pay-for-performance philosophy and how the Company aligns executive compensation with the Company’s performance, refer to the section “Compensation Discussion and Analysis.” The following table summarizes the Summary Compensation Table (“SCT”) total and Compensation Actually Paid (“CAP”) to the current CEO, the former CEO and the average for the other NEOs:

  138. Executive Compensation Tables

    | | | | | | | | Value of Initial Fixed $100 | | | | | | | | | | | | | Investment Based On: | | | | | | | | | | | Average | | | | | | | | | Summary | | Summary | | Summary | Average | | | | Net Income | | | | Compensation | Compensation | Compensation | Compensation | Compensation | Compensation | | | | From | BorgWarner | | | Table Total for | Actually Paid | Table Total for | Actually Paid | Table Total | Actually Paid | | Peer | Net | Continuing | Adjusted | | | CEO(1) | to CEO(2) | CEO(1) | to CEO(2) | for Non-CEO | to Non-CEO | Company | Group | Income | Operations | Operating | | Year | Joseph F. Fadool | Joseph F. Fadool | Frédéric B. Lissalde | Frédéric B. Lissalde | NEOs(3) | NEOs(4) | TSR(5) | TSR(6) | ($m)(7) | ($m)(8) | Margin(9) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | | 2025 | $15,539,233 | $24,683,573 | $9,705,656 | $19,359,338 | $5,665,857 | $9,846,178 | $142.94 | $86.83 | $277 | $277 | 10.80% | | 2024 | $— | $— | $18,776,878 | $16,815,608 | $5,835,052 | $4,063,335 | $99.33 | $72.26 | $338 | $367 | 10.06% | | 2023 | $— | $— | $19,152,545 | $10,883,885 | $6,585,636 | $4,241,623 | $110.55 | $81.57 | $625 | $632 | 9.63% | | 2022 | $— | $— | $17,724,227 | $26,426,227 | $5,946,437 | $8,282,011 | $107.53 | $81.87 | $944 | $636 | 10.26% | | 2021 | $— | $— | $17,381,923 | $21,213,874 | $5,179,438 | $5,948,497 | $118.40 | $110.04 | $537 | $343 | 10.56% |

  139. Executive Compensation Tables

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Fadool (our Chief Executive Officer from February 7, 2025) and the dollar amounts reported in column (d) are the amounts of total compensation reported for Mr. Lissalde (our Chief Executive Officer up to February 6, 2025) for each corresponding year in the “Total” column of the Summary Compensation Table. |

  140. Executive Compensation Tables

    | (2) The dollar amounts reported in column (c) and column (e) represent the amount of CAP to Mr. Fadool and Mr. Lissalde, as computed in accordance with Item 402(v) of Regulation S-K. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Fadool and Mr. Lissalde’s total compensation from the SCT to determine CAP: |

  141. Executive Compensation Tables

    | | | Deductions | Additions | | | SCT Adjustments to Determine CAP for 2025 | SCT Total | from SCT(a) | to SCT(b) | CAP | | Joseph F. Fadool (Current) | $15,539,233 | $(10,613,383) | $19,757,723 | $24,683,573 | | Frédéric B. Lissalde (Former) | $9,705,656 | $(7,734,234) | $17,387,916 | $19,359,338 |

  142. Executive Compensation Tables

    | (a) Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension values for any of the years reflected in this table; therefore, a deduction from the SCT total related to pension value is not needed. |

  143. Executive Compensation Tables

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  144. Executive Compensation Tables

    | | | | | Fair Value at the | | | | | | Year-over- | Change in Fair | End of the Prior | | | | | | Year Change | Value as of | Year of Equity | | | | | | in Fair Value of | Vesting Date of | Awards that | Value of | | | | Year End Fair | Outstanding | Equity Awards | Failed to Meet | Dividends | | | | Value of Equity | and Unvested | Granted in Prior | Vesting | Related to | Total | | | Awards Granted | Equity | Years that Vested | Conditions in | Equity | Equity Award | | Equity Award Adjustments for 2025 | During the Year | Awards | in the Year | the Year | Awards | Adjustments | | Joseph F. Fadool (Current) | $17,182,008 | $1,889,726 | $270,023 | $— | $415,966 | $19,757,723 | | Frédéric B. Lissalde (Former) | $12,354,986 | $4,201,348 | $2,067,413 | $(1,580,377) | $344,546 | $17,387,916 |

  145. Executive Compensation Tables

    | (3) The dollar amounts reported in column (f) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Fadool and Mr. Lissalde, our Chief Executive Officers in 2025) in the “Total” column of the SCT in each applicable year. The NEOs included for purposes of calculating the average amounts for 2025 are as follows: Mr. Aaron, Dr. Demmerle, Dr. Weng and Ms. Calaway. NEOs included for 2024 are as follows: Mr. Aaron, Ms. Calaway, Mr. Fadool, Dr. Demmerle, and Mr. Nowlan. NEOs included for 2023 and 2022 are as follows: Mr. Nowlan, Mr. Fadool, Dr. Demmerle, and Ms. Calaway. NEOs included for 2021 are as follows: Mr. Nowlan, Mr. Fadool, Dr. Demmerle, Mr. Ericson, and Ms. Calaway. |

  146. Executive Compensation Tables

    | (4) The dollar amounts reported in column (g) represent the average amount of CAP to the NEOs as a group (excluding Mr. Fadool and Mr. Lissalde), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the amount of compensation realized by the NEOs as a group (excluding Mr. Fadool and Mr. Lissalde) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation from the SCT for the NEOs as a group (excluding Mr. Fadool and Mr. Lissalde) to determine CAP: |

  147. Executive Compensation Tables

    | | Average | Deductions | Additions | Average | | SCT Adjustments to Determine CAP for 2025 | SCT Total | from SCT(a) | to SCT(b) | CAP | | Non-CEO NEOs | $5,665,857 | $(3,003,708) | $7,184,029 | $9,846,178 |

  148. Executive Compensation Tables

    | (a) Represents the average grant date fair value of equity-based awards granted in 2025 to Non-CEO NEOs. A deduction from SCT relating to the average change in pension values for Non-CEO NEOs of $8,951 is included in the total of ($3,003,708). |

  149. Executive Compensation Tables

    | (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (iv) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (v) the dollar value of any dividends or other earnings paid on stock in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments are as follows: |

  150. Executive Compensation Tables

    | | Average | | Change in | Average Fair Value | | | | | Year End | Year-over-Year | Average Fair Value | at the End of the | Average | | | | Fair Value of | Change in Average | as of Vesting Date | Prior Year of Equity | Value of | Total | | | Equity Award | Fair Value of | of Equity Awards | Awards that Failed | Dividends | Average | | | Granted | Outstanding and | Granted in Prior | to Meet Vesting | Related | Equity | | | During | Unvested Equity | Years that Vested | Conditions in | to Equity | Award | | Equity Award Adjustments for 2025 | the Year | Awards | in the Year | the Year | Awards | Adjustments | | Non-CEO NEOs | $4,860,966 | $1,908,134 | $198,426 | $— | $216,503 | $7,184,029 |

  151. Executive Compensation Tables

    | (5) The Total Stockholder Return shows the value at each year end (including dividend reinvestment) of $100 invested in our common stock on January 1, 2021. |

  152. Executive Compensation Tables

    | (6) The Peer Group Total Stockholder Return shows the value at each year end (including dividend reinvestment, to the extent applicable) of $100 invested on January 1, 2021, in companies within the Standard Industrial Code (“SIC”) 3714 Motor Vehicle Parts. |

  153. Executive Compensation Tables

    | (7) The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year. |

  154. Executive Compensation Tables

    | (8) The dollar amounts reported represent the amount of net income attributable to continuing operations (i.e., reflecting the PHINIA spin-off) reflected in the Company’s audited financial statements for 2025, 2024, 2023, 2022, and 2021. |

  155. Executive Compensation Tables

    | (9) BorgWarner Adjusted Operating Margin is defined in the Compensation Discussion and Analysis, and a reconciliation from US GAAP Operating Income is shown in Appendix A. We have selected BorgWarner Adjusted Operating Margin for this table as the financial performance measure we consider most important in linking compensation actually paid to our NEOs for 2025. |

  156. Executive Compensation Tables

    Most Important Performance Measures In our assessment, the most important financial performance measures used to link CAP to Company performance in 2025 are listed in the table below, not ranked in order of importance. The role of each of these performance measures in our executive compensation program is discussed in the “Compensation Discussion and Analysis.”

  157. Executive Compensation Tables

    | BorgWarner Adjusted Operating Margin | Relative Revenue Growth | | BorgWarner Free Cash Flow | Cumulative Adjusted Earnings Per Share | | Business Unit Adjusted Operating Margin/Income | Relative Total Stockholder Return |

  158. Executive Compensation Tables

    | 2026 Proxy Statement | | 67 |

  159. Executive Compensation Tables

    Analysis of the Information Presented in the Pay Versus Performance Table In accordance with Item 402(v) of Regulation S-K, the Company is providing the following descriptions of the relationships between information presented in the Pay Versus Performance table.

  160. Executive Compensation Tables

    | Compensation Actually Paid and TSR |

  161. Executive Compensation Tables

    | Compensation Actually Paid and Net Income |

  162. Executive Compensation Tables

    | Compensation Actually Paid and Adjusted Operating Margin |

  163. Director Compensation

    Director Compensation The following table details the compensation earned by each non-employee director who served on the Board in 2025. Pearl Meyer conducts an annual review of the non-employee director compensation. Based on Pearl Meyer’s market study of peer company compensation, no changes were made to the annual cash retainers for the non-employee directors and the Non-Executive Chair and they remained at $130,000. In addition, Pearl Meyer recommended no changes to the non-employee director annual equity compensation of $165,000. The compensation levels for our Board are at the 50th percentile compared to our peers. Directors who are employees of BorgWarner are not compensated for their service on the Board:

  164. Director Compensation

    | | | | | | Changes | | | | | | | | | | in Pension | | | Aggregate | | | | | | | Value and | | | Number of | | | Fees | | | | Nonqualified | | | Outstanding | | | Earned | | | Non-Equity | Deferred | | | Stock and | | | or Paid | Stock | Option | Incentive Plan | Compensation | All Other | | Option | | | in Cash | Awards(1) | Awards | Compensation | Earnings | Compensation | Total | Awards(2) | | Name | ($) | ($) | ($) | ($) | ($) | ($) | ($) | (#) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | Sara A. Greenstein | 159,000 | 165,000 | — | — | — | — | 324,000 | 5,878 | | Michael S. Hanley | 164,000 | 165,000 | — | — | — | — | 329,000 | 5,878 | | Shaun E. McAlmont | 145,000 | 165,000 | — | — | — | — | 310,000 | 5,878 | | Deborah D. McWhinney | 162,500 | 165,000 | — | — | — | — | 327,500 | 5,878 | | Alexis P. Michas | 316,000 | 165,000 | — | — | — | — | 481,000 | 5,878 | | Sailaja K. Shankar | 146,500 | 165,000 | — | — | — | — | 311,500 | 5,878 | | Hau N. Thai-Tang | 143,500 | 165,000 | — | — | — | — | 308,500 | 5,878 |

  165. Director Compensation

    | (1) The values in column (c) reported for 2025 represent the grant date fair market value of the restricted stock award granted on April 30, 2025. (FMV at grant date = number of shares of restricted stock times the closing stock price on April 30, 2025, of $28.38). |

  166. Director Compensation

    | (2) Aggregate number of outstanding shares of restricted stock and dividend equivalents at fiscal year-end. There are no outstanding vested or unvested stock options. |

  167. Director Compensation

    Annual compensation for our non-employee directors for 2025 was comprised of the following components: annual cash retainer and equity compensation consisting of restricted stock for board service and retainers for committee service. Our non-employee directors were not granted any stock option awards and did not receive any non-equity incentive plan compensation for 2025.

  168. Director Compensation

    | 2025 Annual Non-Employee Director Compensation | Cash Retainers for Board Service | Amount ($) | | | Committee Members | | | | Corporate Governance | $6,000 | | | Compensation | $9,000 | | | Audit | $7,500 | | | Committee Chairs | | | | Corporate Governance | $20,000 | | | Compensation | $25,000 | | | Audit | $30,000 |

  169. Director Compensation

    In 2025, non-employee directors’ target annual cash retainer for board service was $130,000. Each non-employee director also received annual equity compensation of $165,000 worth of restricted stock. Committee members received annual retainers as follows for each committee on which they served: $6,000 for the Corporate Governance Committee, $9,000 for the Compensation Committee, and $7,500 for the Audit Committee. Chairs of the committees received additional annual retainers for their service to the committees in view of their commitment of additional time to their oversight of the committees. Committee Chairs received annual retainers as follows for each committee which they chair: $20,000 for the Corporate Governance Committee, $25,000 for the Compensation Committee, and $30,000 for the Audit Committee. The Non-Executive Chair’s total compensation was targeted at $481,000, consisting of an annual cash retainer of $316,000 and an equity retainer of $165,000 granted in restricted stock. Board and standing committee meeting attendance fees are not paid. Non-employee directors are paid up to $1,000 per day for their attendance requested by the Company at meetings or events not associated with board or committee meetings. Additional compensation arrangements may be made if special committees are convened, though none are planned at this time. The stock ownership expectation of non-employee directors is an amount equivalent to five times the amount of the annual cash retainer for board service within five years of joining the Board. All our directors met the stock ownership guidelines as of March 3, 2026, or were appropriately progressing toward meeting them.

  170. Director Compensation

    | 2026 Proxy Statement | | 69 |

  171. Cumulative Free Cash Flow

    Cumulative Free Cash Flow Cumulative Free Cash Flow is equal to net cash provided by operating activities less capital expenditures. The table below shows a summary of Free Cash Flow for the years ending 2023, 2024, and 2025.

  172. Cumulative Free Cash Flow

    | | | Year Ended | Year Ended | Year Ended | Total | | ($ in millions) | | December 31, 2023 | December 31, 2024 | December 31, 2025 | 2023-2025 | | A. | Net cash provided by operating activities | $1,397 | $1,382 | $1,648 | $4,427 | | B. | Capital expenditures, including tooling outlays | $(832) | $(671) | $(469) | $(1,972) | | C. | Customer advances related to capital expenditures | | $18 | $29 | $47 | | D. | Free Cash Flow (A plus B plus C) | $565 | $729 | $1,208 | $2,502 | | E. | Free Cash Flow from discontinued operations | $(31) | | | $(31) | | F. | Spin-off related costs | $(134) | | | $(134) | | G. | Free Cash Flow, excluding adjustments (D plus E plus F) | $400 | $729 | $1,208 | $2,337 |

  173. eProducts Revenue and Revenue Mix

    eProducts Revenue and Revenue Mix We determined the 2025 eProducts Revenue Mix by comparing the revenue from eProducts as a percentage of total revenue, including the impact of eProducts acquisitions during the year.

  174. eProducts Revenue and Revenue Mix

    | | | Year Ended | | ($ in millions) | | December 31, 2025 | | A. | Net Revenue | $14,316 | | B. | eProducts Revenue | $2,570 | | C. | eProducts Revenue Mix (B divided by A) | 18.0% |

  175. Appendix B: Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan

    Appendix B: Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan BORGWARNER INC.

  176. 2023 STOCK INCENTIVE PLAN

    2023 STOCK INCENTIVE PLAN

  177. As Amended and Restated

    As Amended and Restated SECTION 1. Purpose and History. 1.1Purpose. The purpose of the Plan is to give the Company a significant advantage in attracting, retaining and motivating officers, employees, and directors, and to provide the Company and its Affiliates with the ability to provide incentives more directly linked to the profitability of the Company’s businesses and increases in stockholder value. 1.2History. The Plan first became effective, and Awards could be granted under the Plan, on and after April 26, 2023, the date the Company’s stockholders approved the Plan (the “Effective Date”). The Plan will terminate as provided in Section 16.1. Upon the Effective Date, the Prior Plan terminated, and no new awards could be granted under the Prior Plan, although awards previously granted under the Prior Plan and still outstanding continued to be subject to all the terms and conditions of the Prior Plan. The Plan was amended and restated as of May 1, 2024. On February 4, 2026, the Board approved an amendment and restatement of the Plan, subject to the approval of the Company’s stockholders at the Company’s Annual Meeting of Stockholders in 2026 (the date of such Annual Meeting of Stockholders, the “Amendment Effective Date”), to increase the total number of Shares available under the Plan. SECTION 2. Definitions. For purposes of the Plan, the following terms are defined as set forth below: 2.1”Affiliate” means any entity that, directly or through one or more intermediaries, is controlled by, controls, or is under common control with the Company within the meaning of Code Sections 414(b) or (c), provided that, in applying such provisions, the phrase “at least 50 percent” shall be used in place of “at least 80 percent” each place it appears therein. 2.2 “Applicable Exchange” means the New York Stock Exchange or such other exchange or automated trading system on which the Stock is principally traded at the applicable time. 2.3”Award” means a Stock Appreciation Right, Stock Option, Restricted Stock, Stock Unit, Performance Unit, Performance Stock Unit, or Cash Incentive Award granted pursuant to the Plan. 2.4”Award Agreement” means a written agreement or notice memorializing the terms and conditions of an Award. 2.5”Board” means the Board of Directors of the Company. 2.6”Breach of Conduct” means, for purposes of the Plan, any of the following: (a)actions by the participant resulting in the termination of the participant’s employment with the Company or any Affiliate for Cause, (b)the participant’s violation of the Company’s Code of Ethical Conduct, (c)the participant’s unauthorized disclosure to a third party of confidential information, intellectual property, or proprietary business practices, processes, or methods of the Company; or willful failure to protect the Company’s confidential information, intellectual property, proprietary business practices, processes, or methods from unauthorized disclosure, or (d)the participant’s soliciting, inducing, or attempting to induce employees of the Company and its Affiliates to terminate their employment with the Company or an Affiliate.

  178. As Amended and Restated

    | 2.7 | “Cash Incentive Award” means the right granted under Section 12 to receive a cash payment to the extent Performance Goals are achieved (or other requirements are met). |

  179. As Amended and Restated

    | 2.8 | “Cause” means: |

  180. As Amended and Restated

    (a)the participant’s conviction of, or entering a guilty plea, no contest plea or nolo contendere plea to any felony or to any crime involving dishonesty or moral turpitude under the applicable law of the jurisdiction in which such action occurred, (b)the participant’s commission of any material act or omission involving dishonesty or fraud with respect to the Company or any of its Affiliates or any of the customers, vendors, or suppliers of the Company or its Affiliates,

  181. As Amended and Restated

    | 2026 Proxy Statement | | 95 |

  182. As Amended and Restated

    (c)dishonesty in the course of fulfilling the participant’s employment duties, (d)the participant’s misappropriation of material funds or assets of the Company for personal use or any act of theft or fraud as determined by the Company, (e)the participant’s engagement in harassment or discrimination based on a legally protected status with respect to any employee of the Company or any of its Affiliates, (f)the participant’s breach of material Company policy, (g)the participant’s refusal to perform lawful duties as directed in good faith by the Company, (h)willful and deliberate failure on the part of the participant to perform his employment duties in any material respect, (i)the participant’s substantial or repeated neglect of duties (even if not willful and deliberate) after notice and an opportunity to cure, (j)the participant’s gross negligence or willful misconduct that results or is reasonably expected to result in substantial harm to the Company (either singly or on a consolidated basis), or (k)the participant’s breach of written obligations to the Company or any Affiliate in respect of confidentiality and/or the use or ownership of proprietary information. 2.9“CEO” means the chief executive officer of the Company or any successor corporation. 2.10 “Change in Control” has the meaning set forth in Section 15.2. 2.11 “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto. Any reference to a section of the Code shall include all the rules and regulations promulgated thereunder. 2.12 “Commission” means the Securities and Exchange Commission or any successor agency. 2.13 “Committee” means the Committee referred to in Section 3.1. 2.14 “Company” means BorgWarner Inc., a Delaware corporation. 2.15 “Disability” means that the participant: (a)is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, or (b)is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident or health plan covering the Company’s employees, or (c)is determined to be permanently disabled by the Social Security Administration. “Disability” shall be determined by the plan administrator of the RSP under the disability claims procedures of the RSP but applying the foregoing definition of “Disability.” 2.16 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. Any reference to a section of the Exchange Act shall include all the rules and regulations promulgated thereunder. 2.17 “Fair Market Value” means, per Share on a particular date, the closing sale price as of the trading day immediately preceding the date as of which Fair Market Value is to be determined or, if there shall be no such sale on such date, the next preceding day on which such a sale shall have occurred; provided that, to the extent determined by the Board or the Committee, Fair Market Value may instead mean, per Share on a particular date, a price that is based on the opening, closing, actual, high or low sale price, or the arithmetic mean of selling prices of, a Share, on the Applicable Exchange on the applicable date, the preceding trading day, the next succeeding trading day, or the arithmetic mean of selling prices on all trading days over a specified averaging period weighted by volume of trading on each trading day in the period that is within 30 days before or 30 days after the applicable date, as determined by the Board or the Committee in its discretion; provided further that, if an arithmetic mean of prices is used to set an exercise price or a grant or base price for a Stock Option or a Stock Appreciation Right, the commitment to grant the applicable Award based on such arithmetic mean must be irrevocable before the beginning of the specified averaging period in accordance with Treasury Regulation 1.409A-1(b)(5)(iv)(A). The Board and the Committee shall have the authority to prescribe the method of determining Fair Market Value with respect to an Award and such method may differ depending on whether Fair Market Value is in reference to the grant, exercise, vesting, settlement, payout of, or other event relating to, an Award. If the Stock is not traded on an established stock exchange, the Board or the Committee shall determine in good faith the Fair Market Value in whatever manner it considers appropriate but based on objective criteria. 2.18 “Full-Value Award” means Restricted Stock, Stock Units, Performance Stock Units, and any other Award under which the value of the Award is measured as the full value of a Share, rather than the increase in the value of a Share. 2.19 “Incentive Stock Option” means any Stock Option intended to be and designated as an “incentive stock option” within the meaning of Section 422 of the Code. 2.20 “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option. 2.21 “Performance Goals” means a target or targets of performance (which may be objective or subjective) as established by the Committee in its sole discretion. A Performance Goal may include a threshold level of performance below which no payout or vesting will occur, target levels of performance at which a full payout or full vesting will occur, and/or a maximum level of performance at which a specified additional payout or vesting will occur. 2.22 “Performance Period” means the period of one year or longer established by the Committee in connection with the grant of an Award for which the Committee has established Performance Goals. 2.23 “Performance Unit” means an Award granted under Section 10, the value of which is expressed in terms of cash or in property other than Stock. 2.24 “Performance Stock Unit” means an Award granted under Section 11, the value of which is expressed in terms of, or valued by reference to, a Share. 2.25 “Plan” means the BorgWarner Inc. 2023 Stock Incentive Plan, as set forth herein and as hereinafter amended from time to time. 2.26 “Prior Plan” means the BorgWarner Inc. 2018 Stock Incentive Plan. 2.27 “Restricted Stock” means an Award granted under Section 8. 2.28 “Restricted Stock Agreement” means an Award Agreement memorializing the terms and conditions of a grant of Restricted Stock. 2.29 “Restriction Period” means, for purposes of an Award granted under Section 8, the time or times within which such Award may be subject to forfeiture and during which the participant shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber shares of Restricted Stock. 2.30 “Retirement” means the participant’s Termination of Employment with the Company and all Affiliates: (a)on or after the last day of the calendar month coincident with or immediately following the day on which the participant attains (i) age 55 if the participant has been credited with at least ten Years of Service or (ii) age 65, or (b)in the case of Section 8 (Restricted Stock), Section 9 (Stock Units), Section 10 (Performance Units), and Section 11 (Performance Stock Units) only, with the written consent of the Company that such Termination of Employment shall constitute “Retirement”. 2.31 “RSP” means the BorgWarner Inc. Retirement Savings Plan, or any successor plan thereto. 2.32 “Rule 16b-3” means Rule 16b-3, as promulgated by the Commission under Section 16(b) of the Exchange Act, as amended from time to time or any successor definition adopted by the Commission. 2.33 “Share” means a share of Stock.

  183. As Amended and Restated

    2.34 “Specified Employee” means a “specified employee” within the meaning of Section 409A(a)(2)(B) of the Code and using the methodology selected by the Company from time to time (including any permitted alternate means selected by the Company to identify specified employees), or if none, the default methodology provided by applicable Income Tax Regulations. 2.35 “Stock” means common stock, par value $.01 per share, of the Company. 2.36 “Stock Appreciation Right” means a right granted under Section 7. 2.37 “Stock Option” means an option granted under Section 6 to purchase Shares at a stated price for a specified period of time. 2.38 “Stock Unit” means a right granted under Section 9 to receive a Share or cash in an amount equal to the Fair Market Value of a Share sometime in the future.

  184. As Amended and Restated

    | 2026 Proxy Statement | | 97 |

  185. As Amended and Restated

    2.39 “Substitute Award” means an Award granted under the Plan upon the assumption of, or in substitution for, outstanding equity awards previously granted by a company or other entity in connection with a corporate transaction, including a merger, combination, consolidation, or acquisition of property or stock; provided, however, that in no event shall the term “Substitute Award” be construed to refer to an award made in connection with the cancellation and repricing of a Stock Option or Stock Appreciation Right. 2.40 “Termination of Employment” means the termination of the participant’s employment with the Company and any Affiliate. A participant employed by an Affiliate shall also be deemed to incur a Termination of Employment if the Affiliate ceases to be such an Affiliate and the participant does not immediately thereafter become an employee of the Company or another Affiliate. In the case of a participant who is a member of the Board but not an employee of the Company or any Affiliate, “Termination of Employment” means the termination of the participant’s services as a member of the Board. For purposes of Section 15.1(b), a “Termination of Employment” must constitute a “Separation from Service” for purposes of Section 409A of the Code. 2.41 “Year of Service” means each twelve (12) month period of employment (or fraction of a 12-month period of employment) with the Company or any Affiliate, based on the participant’s aggregate elapsed time of employment. Credit toward Years of Service runs continuously beginning on the first day a participant performs an hour of service (upon initial employment or reemployment) and ending on the date of the participant’s Termination of Employment. Any period during which a participant is on an authorized leave of absence will be considered as service for determining Years of Service. If a participant is reemployed following a Termination of Employment, the participant’s Years of Service, including fractional years, credited before the Termination of Employment will be restored after the participant performs an hour of service after reemployment. In addition, certain other terms used herein have definitions given to them in the first place in which they are used. SECTION 3. Administration. 3.1Compensation Committee Administration. Subject to Section 3.2, the Plan shall be administered by the Compensation Committee of the Board or such other committee of the Board, composed of not less than three (3) members of the Board, each of whom shall be appointed by and serve at the pleasure of the Board and who shall also be: (a)“non-employee directors” within the meaning of Rule 16b-3, and (b)“independent directors” within the meaning of any applicable stock exchange rule. 3.2Awards Granted to the Board. With respect to Awards granted to members of the Board who are not officers or employees of the Company, or an Affiliate, the Plan shall be administered by the Committee subject to the approval of a majority of all members of the Board (including members of the Committee) who are “non-employee directors” within the meaning of Rule 16b-3 and “independent directors” with the meaning of any applicable stock exchange rule. With respect to such Awards, all references to the “Committee” contained in the Plan shall be deemed and construed to mean the Committee, the decisions of which shall be subject to the approval of a majority of such members of the Board who are both “non-employee directors” within the meaning of Rule 16b-3 and “independent directors” within the meaning of any applicable stock exchange rule. 3.3Committee Authority. Among other things, the Committee shall have the authority, subject to the terms of the Plan: (a)to interpret the provisions of the Plan or any agreement covering an Award; (b)to select the officers, employees and directors to whom Awards may from time to time be granted; (c)to determine whether and to what extent Awards are to be granted hereunder and the type or types of Awards to be granted; (d)to determine the number of Shares to be covered by each Award granted hereunder; (e)to determine the terms and conditions of any Award granted hereunder (including, but not limited to, the exercise price (subject to Section 6.3(a)), any vesting restriction or limitation and any vesting acceleration or forfeiture waiver regarding any Award and the Shares relating thereto, based on such factors as the Committee shall determine); (f)to modify, amend, or adjust the terms and conditions of any Award, at any time or from time to time to the extent required or permitted by the Plan or by applicable law, including, but not limited to, any clawback requirements or policy of the Company as may be in effect from time to time; (g)to adopt, alter and repeal such administrative rules, guidelines, and practices governing the Plan as it shall, from time to time, deem advisable, to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto), and to otherwise supervise the administration of the Plan; (h)to determine to what extent and under what circumstances Stock and other amounts payable with respect to an Award shall be deferred; and (i)to determine under what circumstances a Stock Option or a Stock Appreciation Right may be settled in cash or Stock under Section 6 or Section 7, respectively. 3.4Grants by the CEO. The CEO is authorized to grant Awards pursuant to the terms of the Plan with respect to thirty-three thousand nine hundred (33,900) Shares or fewer per individual, per year, to: (a)officers and employees of the Company and its Affiliates who are not, at the time of grant, subject to Section 16 of the Exchange Act; and (b)any individual as an inducement to accept an offer of employment (including Awards to individuals who may become, upon accepting an offer of employment, officers of the Company and its Affiliates who are subject to Section 16 of the Exchange Act). Such grants shall be consistent with recommendations made by the Board’s Compensation Committee to the Board regarding non-CEO compensation, incentive-compensation plans, and equity-based plans, and with applicable legal and stock exchange requirements. The CEO shall have the authority of the Committee described in Sections 3.3(a), 3.3(b), 3.3(c), and 3.3(d) with respect to the granting of such Awards; provided, however, that the Committee may limit or qualify such authorization in any manner it deems appropriate. 3.5Committee Actions. The Committee may act only by a majority of its members then in office, except that the members thereof may: (a)delegate all or a portion of the administration of the Plan to one or more officers of the Company, provided that no such delegation may be made that would cause Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the Exchange Act, and (b)authorize any one or more of its members or any officer of the Company to execute and deliver documents on behalf of the Committee. 3.6Determinations Final. Any determination made by the Committee or pursuant to delegated authority pursuant to the provisions of the Plan with respect to the Plan or any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, at any time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company and Plan participants.

  186. As Amended and Restated

    3.7Indemnification. In addition to such other rights of indemnification from the Company as they may have, the members of the Committee shall be indemnified by the Company against reasonable expenses, including attorneys’ fees, actually and necessarily incurred in connection with the defense of any action, suit, or proceeding, or in connection with any appeal therein, to which they or any of them may be a party by reason of any action taken or failure to act under or in connection with the Plan or any Award granted thereunder, and against all amounts paid by them in settlement thereof (provided such settlement is approved by legal counsel selected by the Company) or paid by them in satisfaction of a judgment in any such action, suit, or proceeding, except that such member is liable for negligence or misconduct in the performance of his duties; provided that within sixty days after institution of any such action, suit, or proceeding, the member shall in writing offer the Company the opportunity, at its own expense, to handle and defend the same. SECTION 4. Stock Subject To Plan; Individual Limitations. 4.1Share Reserve. As of the Amendment Effective Date, subject to adjustment as provided herein, 19,600,000 Shares are reserved for issuance under the Plan, all of which may be issued pursuant to the exercise of Incentive Stock Options. The Stock to be delivered under the Plan may be made available from authorized but unissued Shares, treasury stock, or Shares purchased on the open market. The aggregate number of Shares reserved under this Section 4.1 shall be depleted on the date of grant of an Award by the maximum number of Shares, if any, that may be payable with respect to the Award, as determined at the time of grant. 4.2Replenishment of Shares. If (i) an Award lapses, expires, terminates, or is cancelled without the issuance of Shares under the Award (whether due currently or on a deferred basis), (ii) it is determined during or at the conclusion of the term of an Award that all or some portion of the Shares with respect to which the Award was granted will not be issuable on the basis that the conditions for such issuance will not be satisfied, (iii) Shares are forfeited under an Award, (iv) an Award that is denominated in Shares (in whole or in part) is settled in cash or (v) Shares are issued under any Award and the Company subsequently reacquires them pursuant to rights reserved upon the issuance of the Shares, then such Shares shall be recredited to the Plan’s reserve and may again be used for new Awards under the Plan, but Shares recredited to the Plan’s reserve pursuant to clause (v) may not be issued pursuant to Incentive Stock Options. Notwithstanding the foregoing, in no event shall the following Shares be recredited to the Plan’s reserve: (x) Shares purchased by the Company using proceeds from Option exercises; (y) Shares tendered or withheld in payment of the exercise price of an Option or as a result of the net settlement in Shares of an outstanding Stock Appreciation Right; or (z) Shares tendered or withheld to satisfy federal, state, or local tax withholding obligations.

  187. As Amended and Restated

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  188. As Amended and Restated

    4.3Individual Award Limits. Subject to adjustment as provided in Section 4.4, during any fiscal year of the Company, no individual non-employee director may be granted: (a)Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Units, or Performance Stock Units that, in total, could result in a maximum payout on settlement of more than thirty-three thousand nine hundred (33,900) Shares, but excluding from this limitation any additional Stock Units or Shares credited to the participant as dividend equivalents on any Award or cash or stock dividends on Restricted Stock that are paid or credited to a participant as additional Restricted Stock; and (b)an Award or payment or payment right outside the Plan that is payable or settleable in cash (or property other than Shares) that could result in a maximum payment of more than four hundred fifty thousand dollars ($450,000), but excluding from this limitation any additional amounts paid or credited to a participant as interest or dividend equivalents on any Award. 4.4Adjustments. In the event of any merger, reorganization, consolidation, recapitalization, stock dividend, stock split, extraordinary distribution with respect to the Stock, other change in corporate structure affecting the Stock or any other event, which other event the Committee determines necessitates an adjustment to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, adjust any or all of the following: (a)the number and type of Shares reserved for issuance and future grant under the Plan and the individual award limits under the Plan; (b)the exercise, purchase, or grant prices with respect to any Award; (c)the number and type of Shares subject to outstanding Awards; (d)the maximum number of Shares that may be issued as ISOs set forth in Section 4.1; and (e)the Performance Goals of an Award, and in all cases subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws and rules of the stock exchange on which the Shares are then traded. Notwithstanding the foregoing, in the case of a stock dividend (other than a stock dividend declared in lieu of an ordinary cash dividend) or stock split or combination of the Shares (including a reverse stock split), if no action is taken by the Committee, adjustments contemplated by this Section that are proportionate shall nevertheless automatically be made as of the date of such stock dividend or stock split or combination of the Shares. However, if any adjustment results in fractions of a Share, such fractional shares shall not be issued and shall be canceled for no consideration. Notwithstanding the forgoing, no adjustment will be made to outstanding Stock Options if (i) the adjustment would cause the Stock Options to provide for a deferral of compensation subject to Section 409A of the Code (and any applicable related regulations and guidance), or (ii) in the case of Incentive Stock Options, such adjustment would cause the Plan to violate Section 422 of the Code. If any of the transactions or events described in this Section constitutes a Change in Control or occurs subsequent to any Change in Control occurring after the Effective Date, then, subject to participants’ rights under Section 15 and the cash payment provisions of the following sentence, and unless the Committee otherwise determines prior to the first Change in Control occurring after the Effective Date, proportionate adjustments of the type described in this Section shall be made automatically such that the full economic value of the Awards to participants that are outstanding at the time of the transaction or event shall be preserved and not diminished as a result of the transaction or event. If any of the events described in this Section occur, the Committee may also (or in lieu of the adjustments described in this Section) make provision for a cash payment to the holder of an outstanding Award in exchange for the cancellation of all or a portion of the Award (without the consent of the holder of the Award) in an amount determined by the Committee effective at such time as the Committee specifies (which may be the time such transaction or event is effective), but if such transaction or event constitutes a Change in Control, then (i) such payment shall be at least as favorable to the holder as the greatest amount the holder could have received in respect of such Award under Section 15, (ii) if Section 15 applies to the Award, such payment shall be allowed only to the extent Section 15(b) would allow acceleration of exercisability, vesting, issuance of shares or other payment in respect of such Award in connection with the Change in Control, and (iii) from and after the Change in Control, the Committee may make such a provision only if the Committee determines that doing so is necessary to substitute, for each Share subject to an Award, the number and kind of shares of stock, other securities, cash or other property to which holders of Shares are or will be entitled in respect of each Share pursuant to the transaction or event in accordance with the last sentence of this Section. Further, and without limitation, subject to a participant’s rights under Section 15, in the event of any such merger or similar transaction, stock dividend, stock split or combination of Shares, distribution or other event described above, whether or not constituting a Change in Control (other than any such transaction in which the Company is the continuing corporation and in which the outstanding Shares are not being converted into or exchanged for different securities, cash or other property, or any combination thereof), the Committee shall substitute, on an equitable basis as the Committee determines, for each Share then subject to an Award, the number and kind of shares of stock, securities, cash or other property to which holders of Shares are or will be entitled with respect to each Share pursuant to the transaction. SECTION 5. Eligibility. The Committee may grant Awards under the Plan to any of the following individuals: (i) officers and other employees of the Company, its Affiliates who are responsible for or contribute to the management, growth and profitability of the business of the Company and its Affiliates, as determined by the Committee, (ii) any individual that the Company or an Affiliate has engaged to become an officer or employee and (iii) directors of the Company. SECTION 6. Stock Options. 6.1Types. Stock Options granted under the Plan may be of two types: Incentive Stock Options and Non-Qualified Stock Options, provided however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries (within the meaning of Section 424(f) of the Code). To the extent that any Stock Option is not designated as an Incentive Stock Option or even if so designated does not qualify as an Incentive Stock Option, it shall constitute a Non-Qualified Stock Option.

  189. As Amended and Restated

    6.2Grant. The Committee shall have the authority to grant participants Incentive Stock Options, Non-Qualified Stock Options or both types of Stock Options (in each case with or without Stock Appreciation Rights). The grant of a Stock Option shall be evidenced by an Award Agreement, which shall be delivered to the optionee and indicate on its face whether it is intended to be an agreement for an Incentive Stock Option or a Non-Qualified Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution selects an individual to receive a grant of a Stock Option, determines the number of Shares to be subject to such Stock Option to be granted to such individual and specifies the terms and provisions of the Stock Option. 6.3Option Terms and Conditions. Stock Options granted under the Plan shall be subject to the following terms and conditions and any additional terms and conditions as the Committee shall deem desirable: (a)Exercise Price. The exercise price per Share purchasable under a Stock Option shall be determined by the Committee and set forth in the Award Agreement, provided that the exercise price shall never be less than the Fair Market Value of the Shares subject to the Stock Option on the date of grant. (b)Option Term. The term of each Stock Option shall be fixed by the Committee, but no Stock Option shall be exercisable more than ten years after the date of grant. (c)Exercisability. Except as otherwise provided herein, Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Stock Option is exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time, in whole or in part, accelerate the exercisability of any Stock Option. 6.4Exercise. Stock Options may be exercised by following the procedures the Committee establishes from time to time. The exercise price shall be paid in full in cash (by certified or bank check or such other instrument as the Company may accept) at the time of exercise or, if and to the extent set forth in the Award Agreement, may also be paid by one or more of the following: (a)in the form of unrestricted Stock already owned by the optionee having a Fair Market Value on the date of exercise equal to the exercise price; provided, however, that, in the case of an Incentive Stock Option, the right to make a payment in the form of already owned Shares may be authorized only at the time the Stock Option is granted; (b)by requesting that the Company withhold from the number of Shares otherwise issuable upon exercise of the Stock Option that number of shares having an aggregate Fair Market Value on the date of exercise equal to the exercise price for all of the Shares subject to such exercise; or (c)by a combination thereof, in each case in the manner provided in the Award Agreement. In the discretion of the Committee and if not prohibited by law, payment for any Shares subject to a Stock Option may also be made by delivering a properly executed exercise notice to the Company or its agent, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the exercise price. To facilitate the foregoing, the Company may enter into agreements for coordinated procedures with one or more brokerage firms. 6.5Rights as a Stockholder. No Shares shall be issued until full payment of the option exercise price has been made. An optionee shall have all of the rights of a stockholder of the Company holding the Stock that is subject to such Stock Option (including, if applicable, the right to vote the shares and the right to receive dividends) when the optionee has given written notice of exercise, has paid in full for such shares and, if requested, has given the representation described in Section 18.4, but shall have no rights of a stockholder of the Company prior to such notice of exercise, full payment, and if requested providing the representation described in Section 18.4. For the avoidance of doubt, in no event will dividends or dividend equivalents be distributed to a participant unless, until and to the same extent as the related shares of Stock have vested.

  190. As Amended and Restated

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  191. As Amended and Restated

    6.6Cash Out. On receipt of a notice of exercise of a Stock Option, the Committee may elect to cash out all or part of the portion of the Shares for which a Stock Option is being exercised by paying the optionee an amount, in cash or Stock, equal to the excess of the Fair Market Value of the Shares over the exercise price multiplied by the number of Shares for which the Option is being exercised on the effective date of such cash out. SECTION 7. Stock Appreciation Rights. 7.1Grant. Stock Appreciation Rights may be granted as Awards under the Plan and may be granted alone or in addition to other Awards under the Plan. Each grant of a Stock Appreciation Right shall be confirmed by, and be subject to the terms of, an Award Agreement. 7.2Stock Appreciation Rights Terms and Conditions. Stock Appreciation Rights shall be subject to such terms and conditions as shall be determined by the Committee, including the following: (a)A Stock Appreciation Right shall be exercisable as determined by the Committee and specified in the Award Agreement, but in no event after ten years from the date of grant. A Stock Appreciation Right may be exercised by giving written notice of exercise to the Company or its designated agent specifying the number of Shares as to which Stock Appreciation Right is being exercised. (b)The base price of a Stock Appreciation Right shall not be less than the Fair Market Value of a Share on date of grant. (c)Upon the exercise of a Stock Appreciation Right, a participant shall be entitled to receive an amount in cash, Shares, or a combination thereof, as determined by the Committee in its discretion, equal to the product of (i) the difference between the base price of the Stock Appreciation Right and the Fair Market Value of a Share on the date of exercise of the Stock Appreciation Right, and (ii) the number of Shares as to which such Stock Appreciation Right shall have been exercised. 7.3No Rights as a Stockholder. In the case of any Stock Appreciation Right providing for, or in which the Committee has determined to make, payment in whole or in part in Stock, the holder thereof shall have no rights of a stockholder of the Company prior to the proper exercise of such Stock Appreciation Right, and if requested, prior to providing the representation described in Section 18.4, and the issuance of Stock in respect thereof. For the avoidance of doubt, in no event will dividends or dividend equivalents be distributed to a participant unless, until and to the same extent as the related shares of Stock have vested. SECTION 8. Restricted Stock. 8.1Grant. The Committee shall determine the time or times at which grants of Restricted Stock will be awarded, the number of shares to be awarded to any participant, the Restriction Period and any other terms and conditions of the Awards. Each grant of Restricted Stock shall be confirmed by, and be subject to the terms of, a Restricted Stock Agreement. The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance measures of the participant or of the Company or an Affiliate, division or department of the Company for or within which the participant is primarily employed or upon such other factors or criteria as the Committee shall determine. Where the grant or vesting of Restricted Stock is subject to the attainment of one or more Performance Goals, such shares of Restricted Stock shall be released from such restrictions only after the attainment of such Performance Goals has been certified by the Committee, unless the Committee determines otherwise. The provisions of Restricted Stock Awards need not be the same with respect to each participant. 8.2Issuance of Restricted Stock; Stop Transfer Orders and Legends. Shares of Restricted Stock shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. All shares of Restricted Stock shall be subject to such stop transfer orders or bear such legends as the Committee may deem advisable under the Plan or under applicable laws, rules or regulations or the requirements of any national securities exchange. 8.3Termination of Employment. Shares of Restricted Stock shall be subject to the following terms and conditions: (a)Except to the extent otherwise provided in the applicable Restricted Stock Agreement and Sections 8.3(b) and 15.1(b)(2), upon a participant’s Termination of Employment for any reason during the Restriction Period, all shares still subject to restriction shall be forfeited by the participant. (b)Except to the extent otherwise provided in Section 15.1(b)(2), the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of a participant’s shares of Restricted Stock in the event that such participant’s employment is involuntarily terminated (other than for Cause), or in the event of the participant’s death, Disability, or Retirement, or the Committee may provide for such waiver in the applicable Award Agreement. 8.4Rights as a Stockholder; Dividends. Except as provided in this Section 8 and the applicable Restricted Stock Agreement, the participant shall have, with respect to the shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the shares and the right to receive any dividends, provided, however, that cash dividends will either, at the discretion of the Committee, (i) be automatically deferred and reinvested in additional Restricted Stock that shall be subject to the same restrictions, terms, and conditions, including the vesting period, as the original grant of Restricted Stock, or (ii) be paid out in cash at the time that the Restricted Stock vests. If dividends are credited to the participant as additional shares of Restricted Stock, then the number of additional shares of Restricted Stock that shall be credited to the participant shall not exceed the amount that is the result of multiplying the number of shares of Restricted Stock held by the participant on the dividend record date by the dividend paid on each Share, and then dividing the amount by the Fair Market Value of a Share on the dividend payment date. For the avoidance of doubt, in no event will dividends be distributed to a participant unless, until and to the same extent as the underlying Restricted Stock vests. SECTION 9. Stock Units. 9.1Grant. The Committee shall determine the time or times at which grants of Stock Units will be awarded, the number of Stock Units to be awarded to any participant, the time or times within which such Awards may be subject to forfeiture, and any other terms and conditions of the Awards, in addition to those contained in Section 9.2. The provisions of Stock Units Awards need not be the same with respect to each participant. Each grant of Stock Units shall be confirmed by, and be subject to, the terms of an Award Agreement. 9.2Terms and Conditions. All grants of Stock Units shall be subject to the following terms and conditions. (a)Except to the extent otherwise provided in the applicable Award Agreement and Section 9.2(b) and Section 15.1(b)(3), upon a participant’s Termination of Employment for any reason prior to the date on which Stock Units awarded to the participant shall have vested, all rights to receive cash or Stock in payment of such Stock Units shall be forfeited by the participant.

  192. As Amended and Restated

    (b)The Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations with respect to any or all of a participant’s Stock Units in the event that such participant’s employment is involuntarily terminated (other than for Cause), or in the event of the participant’s death, Disability, or Retirement, or the Committee may provide for such waiver in the applicable Award Agreement. (c)In any case in which the Committee has waived, in whole or in part, any or all remaining payment limitations with respect to any or all of a participant’s Stock Units, payment of such participant’s Stock Units shall occur on the time(s) or event(s) otherwise specified pursuant to Section 9.2(e), in such participant’s Award Agreement. (d)With respect to any grant of Stock Units, the participant who receives such grant shall acquire no rights of a stockholder unless and until the participant becomes the holder of Shares delivered to such participant with respect to such Stock Units. (e)The Award Agreement for each award of Stock Units shall specify the time(s) or event(s) of payment of vested Stock Units, which time(s) or event(s) shall be limited to one or more of the following: (1) the date on which the Stock Units shall have vested, (2) the date of the participant’s Termination of Employment, or (3) a specified date. In the case of an Award of Stock Units providing for payment upon the vesting of the Stock Units, payment shall be made as soon as administratively practicable thereafter, but in no event later than March 15 of the year following the year in which the vesting of the Stock Units occurs. In the case of an Award of Stock Units providing for payment upon Termination of Employment, payment shall be made on or after the Termination of Employment in the year in which the Termination of Employment occurs, except that in the case of a Specified Employee, payment shall be made on the first day of the seventh month following the month in which such Termination of Employment occurs or, if earlier, the date of the participant’s death. In the case of an Award of Stock Units providing for a specified date for payment, payment shall be made as soon as practicable on or after the specified date, but in no event no later than December 31 of the year in which the specified date occurs. (f)On the time(s) or event(s) specified in the applicable Award Agreement for the payment of cash or Stock with respect to vested Stock Units, the Company shall deliver to the participant either (1) a number of Shares equal to the number of vested Stock Units, or (2) cash equal to the Fair Market Value of such number of Shares. The form of payment shall be determined by the Committee in its discretion or as provided in the applicable Award Agreement. 9.3Dividend Equivalents. The Committee may in its discretion provide that a participant shall be entitled to receive dividend equivalents on outstanding Stock Units. Such dividend equivalents may, as determined by the Committee at the time the Award is granted, be: (a)paid in cash at the time the Stock Unit to which it relates is settled;

  193. As Amended and Restated

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  194. As Amended and Restated

    (b)credited to the participant as additional Stock Units, which shall vest and be settled at the same time as the Stock Unit to which it relates; or (c)paid or credited (as appropriate) in any combination of cash and additional Stock Units; provided that in no event may dividend equivalents relating to a Stock Unit provide for payment prior to such Stock Unit’s vesting and, notwithstanding anything to the contrary herein, dividend equivalents paid or credited with respect to Stock Units shall only be paid out to or earned by a participant to the extent that the vesting conditions applicable to the underlying Stock Units are satisfied. If dividend equivalents are credited to the participant as additional Stock Units, then the number of additional Stock Units that shall be credited to the participant with respect to any dividend on Stock shall not exceed the amount that is the result of multiplying the number of Stock Units credited to the participant on the dividend record date by the dividend paid on each Share and then dividing this amount by the Fair Market Value of a Share on the dividend payment date. For the avoidance of doubt, in no event will dividends or dividend equivalents be distributed to a participant unless, until and to the same extent as the related shares of Stock or Stock Units have vested. SECTION 10. Performance Units. 10.1 Grant. The Committee shall determine the time or times at which Performance Units shall be awarded, the number of Performance Units to be awarded to any participant, the duration of the Performance Period, and any other terms and conditions of the Award, in addition to those contained in Section 10.2. Each grant of Performance Units shall be confirmed by, and be subject to, the terms of an Award Agreement. 10.2 Terms and Conditions. Performance Units shall be subject to the following terms and conditions: (a)The Committee may condition payment with respect to Performance Units on the attainment of Performance Goals. The Committee may also condition Performance Unit payments upon the continued service of the participant. The provisions of such Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each participant. (b)Except to the extent otherwise provided in the applicable Award Agreement, Section 10.2(c) and Section 15.1(b)(4), upon a participant’s Termination of Employment for any reason during the Performance Period or before any applicable Performance Goals are satisfied, all rights to receive cash or Stock in payment of the Performance Units shall be forfeited by the participant. (c)The Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations with respect to any or all of such participant’s Performance Units in the event that such participant’s employment is involuntarily terminated (other than for Cause), or in the event of the participant’s death, Disability, or Retirement, or the Committee may provide for such waiver in the applicable Award Agreement. (d)In any case in which the Committee has, prior to the expiration of the Performance Period, waived, in whole or in part, any or all payment limitations with respect to a participant’s Performance Units, such participant shall receive payment with respect to his or her Performance Units in the year following the year in which the Performance Period ends or would have ended, at the same time as the Committee has provided for payment to all other Award recipients. (e)At the expiration of the Performance Period, unless otherwise determined by the Committee, the Committee shall evaluate the extent to which the Performance Goals for the Award have been achieved and shall determine the number of Performance Units granted to the participant that have been earned, and the cash value thereof. The Company shall then deliver to the participant either a cash payment equal in amount to the cash value of the Performance Units or Shares equal in value to the cash value of the Performance Units, with the form of payment determined by the Committee in its discretion or as provided in the applicable Award Agreement. Payment shall occur as soon as administratively practicable thereafter, but in no event later than March 15 of the year following the year in which the Performance Period ends. SECTION 11. Performance Stock Units. 11.1 Grant. The Committee shall determine the time or times at which Performance Stock Units shall be awarded, the number of Performance Stock Units to be awarded to any participant, the duration of the Performance Period and any other terms and conditions of the Award, in addition to those contained in Section 11.2. Each grant of Performance Stock Units shall be confirmed by, and be subject to, the terms of an Award Agreement. Performance Stock Units may be conditioned upon the attainment of Performance Goals and continued employment or service of the participant. The provisions of such Awards (including without limitation any applicable Performance Goals) need not be the same with respect to each recipient. 11.2 Terms and Conditions. (a)Unless otherwise provided in Section 11.2(b) or Section 15.1(b)(4), upon a participant’s Termination of Employment during the Performance Period or before any applicable Performance Goals are satisfied, all rights to receive cash or Stock in payment of the Performance Stock Units shall be forfeited. (b)Except to the extent otherwise provided in Section 15.1(b)(4), the Committee shall have the discretion to waive, in whole or in part, any or all remaining payment limitations with respect to any or all such participant’s Performance Stock Units in the event that a participant’s employment is involuntarily terminated (other than for Cause), or in the event of a participant’s death, Disability, or Retirement, or the Committee may provide for such waiver in the applicable Award Agreement. (c)In any case in which the Committee has waived, in whole or in part, prior to the expiration of the Performance Period, any or all payment limitations with respect to a participant’s Performance Stock Units, such participant shall receive payment with respect to his or her Performance Stock Units in the year following the year in which Performance Period ends, at the same time as the Committee has provided for payment to all other Award recipients. (d)At the expiration of the Performance Period, unless otherwise determined by the Committee, the Committee shall evaluate the extent to which the Performance Goals for the Award have been achieved and shall determine the number of Performance Stock Units granted to the participant which shall have been earned, and the cash value thereof. The Company shall then deliver to the participant either (1) a number of Shares equal to the number of Performance Stock Units determined by the Committee to have been earned, or (2) cash equal to the Fair Market Value of such number of Shares, as determined by the Committee in its discretion or as provided in the applicable Award Agreement. Payment shall occur as soon as administratively practicable thereafter, but in no event later than March 15 of the year following the year in which the Performance Period ends. 11.3 Dividend Equivalents. The Committee may in its discretion provide that a participant shall be entitled to receive dividend equivalents on outstanding Performance Stock Units. Such dividend equivalents may, as determined by the Committee at the time the Award is granted, be: (a)paid in cash at the time the Performance Stock Units to which it relates are settled; (b)credited to the participant as additional Performance Stock Units, which shall vest and be earned and settled at the same time as the Performance Stock Units to which they relate; or (c)paid or credited (as appropriate) in any combination of cash and additional Performance Stock Units;

  195. As Amended and Restated

    provided that in no event may dividend equivalents relating to Performance Stock Units provide for payment prior to the time at which such Performance Stock Units are earned and vested and, notwithstanding anything to the contrary herein, dividend equivalents paid or credited with respect to Performance Stock Units shall only be paid out to or earned by a participant to the extent that the vesting and performance conditions applicable to the underlying Performance Stock Units are satisfied. If dividend equivalents are credited to the participant as additional Performance Stock Units, then the number of additional Performance Stock Units that shall be credited to the participant with respect to any dividend on Stock shall not exceed the amount that is the result of multiplying the number of Performance Stock Units credited to the participant on the dividend record date by the dividend paid on each Share and then dividing this amount by the Fair Market Value of a Share on the dividend payment date. For the avoidance of doubt, in no event will dividends or dividend equivalents be distributed to a participant unless, until and to the same extent as the related shares of Stock or Performance Stock Units have vested. SECTION 12. Cash Incentive Awards. Subject to the terms of the Plan, the Committee will determine all terms and conditions of Cash Incentive Awards, including, but not limited to, the Performance Goals, the Performance Period, the potential amount payable, and the timing of payment; provided that the Committee must require that payment of all or any portion of the amount subject to the Cash Incentive Award is contingent on the achievement or partial achievement of one or more Performance Goals during the period the Committee specifies, although the Committee may specify that all or a portion of the Performance Goals subject to an Award are deemed achieved upon a participant’s death, Disability, or Retirement or in the event that such participant’s employment is involuntarily terminated (other than for Cause). Notwithstanding the foregoing, nothing hereunder shall preclude or limit the Company or the Administrator from granting annual incentive awards that are solely payable in cash outside of the terms of the Plan. SECTION 13. Minimum Vesting Period. All Awards shall have a minimum vesting period of one year from the date of grant (excluding, for this purpose, any Substitute Award). For purposes of Awards granted to non-employee directors, “one year” may mean the period of time from one annual meeting of stockholders to the next annual meeting of stockholders, provided that such period of time is not less than 50 weeks. Notwithstanding the foregoing, the Committee may grant Awards with less than a one-year vesting requirement, provided such Awards do not relate to more than 5% of the number of shares reserved under Section 4.1. SECTION 14. Repricing and Backdating Prohibited. Notwithstanding anything in the Plan to the contrary, and except for the adjustments provided for under the Plan, neither the Committee nor any other person may (i) amend the terms of outstanding Options or Stock Appreciation Rights to reduce the exercise or base price of such outstanding Options or Stock Appreciation Rights; (ii) cancel outstanding Options or Stock Appreciation Rights in exchange for Options or Stock Appreciation Rights with an exercise or base price that is less than the

  196. As Amended and Restated

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  197. As Amended and Restated

    exercise or base price of the original Options or Stock Appreciation Rights; or (iii) cancel outstanding Options or Stock Appreciation Rights with an exercise or base price above the current Fair Market Value of a Share in exchange for cash or other securities, in each case, without prior approval of the Company’s stockholders. In addition, the Committee may not make a grant of an Option or SAR with a grant date that is effective prior to the date the Committee takes action to approve such Award. SECTION 15. Change in Control Provisions. 15.1 Impact of Event. If a participant has in effect an employment, retention, change in control, severance, or similar agreement with the Company or any Affiliate that provides a more favorable result upon a Change in Control on the participant’s Awards, then such agreement shall control in respect of such Awards. In all other cases, unless the Committee provides for a more favorable result in an Award Agreement (in which case such Award Agreement shall control over the provisions hereof), in the event of a Change in Control: (a)The successor or purchaser in the Change in Control transaction may assume an Award or provide a replacement award with terms and conditions at least as favorable as the terms and conditions in effect prior to the Change in Control, provided that any such assumed Award or replacement award shall: (1) have substantially equivalent economic value to the Award (as determined by the Committee as constituted immediately prior to the Change in Control); (2) relate to a class of equity that is (or will be within five (5) business days following the Change in Control) listed to trade on a recognized securities market; (3) provide the participant with rights and entitlements substantially equivalent to or better than the rights and entitlements applicable under such Award, including, but not limited to, an identical or better exercise or vesting schedule and identical or better timing and methods of payment (to the extent consistent with Section 409A of the Code, if applicable), including all provisions applicable in respect of such Award that provide for accelerated vesting; (4) with respect to Awards that vest upon the attainment of one or more Performance Goals, if the Change in Control occurs during the course of a Performance Period applicable to the Award, then (i) the Performance Goals shall be deemed to have been satisfied at the target level specified in the participant’s award agreement or, if greater, as otherwise specified by the Committee at or after grant, and (ii) any assumed or substituted award shall not include a performance objective, unless otherwise determined by the Committee as constituted immediately prior to the Change in Control; and (5) have terms and conditions providing that, if within two (2) years following a Change in Control either (i) the successor or purchaser in the Change in Control transaction (or any affiliate thereof) terminates the participant’s employment or service without Cause or (ii) if the participant is subject to any employment, retention, change in control, severance, or similar agreement with the successor, purchaser, the Company or any affiliate thereof under which the participant has the right to certain benefits if the participant terminates his or her employment or service for “good reason” (as such term is defined in such agreement), such participant does, in fact, terminate his or her employment or service for “good reason”, then the following provisions shall apply to any assumed Awards or replacement awards described herein: (A)Effective upon the date of the participant’s termination of employment or service, all of such participant’s outstanding Awards or replacement awards automatically shall vest (assuming, for any Award the vesting of which is subject to Performance Goals for which the Performance Period had not been completed as of the date of such termination, that such goals had been met at the target level); and (B)If the assumed Award or replacement award relates to a class of equity that is not then listed to trade on a recognized securities market, then, at the election of a participant, at the time of exercise or settlement of such Awards or replacement awards, the participant may elect to receive, in lieu of the issuance of such equity, a cash payment equal to the fair market value of the equity otherwise issuable thereunder (such payment calculated using the definition of “Fair Market Value” under the Plan as applied to the equity otherwise issuable under the assumed Award or replacement award). (b)If the successor or purchaser in the Change in Control transaction does not assume the Awards or issue replacement awards as provided in clause (a), then immediately prior to the date of the Change in Control: (1) Any Stock Options and Stock Appreciation Rights outstanding as of the date such Change in Control is determined to have occurred and not then exercisable and vested shall become fully exercisable and vested to the full extent of the original grant. (2) The restrictions applicable to any outstanding Restricted Stock shall lapse as of the date such Change in Control is determined to have occurred, and such Restricted Stock shall become free of all restrictions and become fully vested and transferable to the full extent of the original grant. (3) The restrictions applicable to any outstanding Stock Units shall lapse as of the date such Change in Control is determined to have occurred, and such Stock Units shall become free of all restrictions and become fully vested. Payment for Stock Units that have vested as a result of this Section 15.1(b)(3) shall occur on the time(s) or event(s) otherwise specified in the Award recipient’s Award Agreement. (4) The restrictions applicable to any outstanding Performance Units and Performance Stock Units shall lapse as of the date such Change in Control is determined to have occurred, the Performance Goals of all such outstanding Performance Units and Performance Stock Units shall be deemed to have been achieved at target levels, the relevant Performance Period shall be deemed to have ended on the effective date of the Change in Control, and all other terms and conditions thereto shall be deemed to have been satisfied. If due to a Change in Control, a Performance Period is shortened, then the target Performance Award initially established for such Performance Period shall be prorated by multiplying the initial target Performance Award by a fraction, the numerator of which is the actual number of whole months in the shortened Performance Period and the denominator of which is the number of whole months in the original Performance Period. Payment for such Performance Units and Performance Stock Units that vest as a result of the Change in Control shall be made in cash or Stock (as determined by the Committee) as promptly as is practicable upon such vesting, but in no event later than March 15 of the year following the year in which the Performance Units and Performance Stock Units shall have vested pursuant to this Section 15.1(b)(4). Payment for Performance Units and Performance Stock Units that have vested prior to the Change in Control as a result of the Committee’s waiver of payment limitations prior to the date of the Change in Control shall be made in cash or Stock (as determined by the Committee): (A)in the year following the year in which the Performance Period would have otherwise ended absent a Change in Control, or

  198. As Amended and Restated

    (B)if earlier, as soon as practicable in the year in which the Award recipient’s Termination of Employment occurs; provided, however, that in the case of a “Specified Employee” who becomes entitled to payment of Performance Units or Performance Stock Units under this Section 15.1(b)(4)(B) by reason of his or her Termination of Employment, payment shall be made on the first day of the seventh month following the month in which such Termination of Employment occurs (to the extent required for compliance with Code Section 409A), or, if earlier, the date of the Specified Employee’s death. 15.2 Definition of Change in Control. For purposes of the Plan, a “Change in Control” shall mean the happening of any of the following events: (a)The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or more of either: (1) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (2) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that for purposes of Section 15.2(a), the following acquisitions shall not constitute a Change in Control: (W) any acquisition directly from the Company, (X) any acquisition by the Company, (Y) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (Z) any acquisition by any corporation pursuant to a transaction described in paragraphs (1), (2) and (3) of Section 15.2(c); or (b)Individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) and cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (c)Consummation by the Company of a reorganization, statutory share exchange, merger, or consolidation or similar transaction involving the Company or any of its Affiliates or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of assets of another entity by the Company or any of its Affiliates (each of the foregoing, a “Business Combination”), in each case, unless, following such Business Combination, (1) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination

  199. As Amended and Restated

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  200. As Amended and Restated

    beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or, for a non-corporate entity, equivalent governing body), as the case may be, of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (2) no Person (excluding any corporation resulting from such Business Combination or any employee plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 20% or more of, respectively, the then outstanding shares of common stock (or, for a non-corporate entity, equivalent securities) of the entity resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership existed prior to the Business Combination; and (3) at least a majority of the members of the board of directors (or, for a non-corporate entity, equivalent governing body) of the entity resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or (d)Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company. Notwithstanding the foregoing, if an Award is considered deferred compensation subject to the provisions of Section 409A of the Code, and if a payment under such Award is triggered upon a “Change in Control,” then the foregoing definition shall be deemed amended as necessary to comply with Section 409A of the Code. SECTION 16. Term, Amendment, and Termination. 16.1 Term of Plan. Unless terminated sooner by the Board, the Plan will terminate on the tenth (10th) anniversary of the date on which it has most recently been approved by the Company’s stockholders. Awards outstanding as of the date on which the Plan terminates shall not be affected or impaired by the termination of the Plan. 16.2 Amendment by the Board. The Board may amend, alter, or discontinue the Plan at any time, but no amendment, alteration or discontinuation shall be made which would: (a)impair the rights of a participant under an Award theretofore granted without the participant’s consent, except such an amendment made to cause the Plan to qualify for the exemption provided by Rule 16b-3, or (b)disqualify the Plan from the exemption provided by Rule 16b-3, except that the Board shall always have the authority to amend the Plan and the terms of any Award theretofore granted to take into account changes in law and tax and accounting rules. 16.3 Amendment by the Committee. The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but no such amendment shall impair the rights of any holder without the holder’s consent except: (a)to the extent required or permitted by the Plan or by applicable law, including, but not limited to, any clawback requirements or policy of the Company as may be in effect from time to time, or (b)an amendment made to cause the Plan or Award to qualify for the exemption provided by Rule 16b-3. 16.4 Approval by Stockholders. No amendment shall be made to the Plan without the approval of the Company’s stockholders to the extent such approval is required by law, rules of the stock exchange on which the Shares are then traded, or agreement. SECTION 17. Cancellation and Rescission of Awards. 17.1 Reasons for Cancellation or Rescission. The Committee may cancel, declare forfeited, or rescind any unexercised, undelivered, or unpaid Award upon its determining that: (a)a participant has violated the terms of the Plan or the Award Agreement under which such Award has been made, or (b)the participant has committed a Breach of Conduct. In addition, for a period of one year following the exercise, payment, or delivery of an Award, the Committee may rescind any such exercise, payment, or delivery of an Award upon its determining that the participant committed a Breach of Conduct prior to the exercise, payment, or delivery of the Award, or within six months thereafter subject to any clawback requirements or policy of the Company as may be in effect from time to time. 17.2 Committee’s Determination Binding. In the case of an Award’s cancellation, forfeiture, or rescission due to a Breach of Conduct by reason of the participant’s conviction of, or entering a guilty plea, no contest plea or nolo contendere plea to any felony or to any crime involving dishonesty or moral turpitude, the Committee’s determination that a participant has committed a Breach of Conduct, and its decision to require rescission of an Award’s exercise, payment, or delivery shall be conclusive, binding, and final on all parties. In all other cases, the Committee’s determination that a participant has violated the terms of the Plan or the Award, or has committed a Breach of Conduct, and the Committee’s decision to cancel, declare forfeited, or rescind an Award or to require rescission of an Award’s exercise, payment, or delivery shall be conclusive, binding, and final on all parties unless the participant makes a written request to the Committee to review such determination and decision within thirty days of the Committee’s written notice of such actions to the participant. In the event of such a written request, the members of the Board who are “independent directors” within the meaning of the applicable stock exchange rule (including members of the Committee) shall review the Committee’s determination no later than the next regularly scheduled meeting of the Board. If, following its review, such directors approve, by a majority vote, (a)the Committee’s determination that the participant violated the terms of the Plan or the Award or committed a Breach of Conduct, and (b)the Committee’s decision to cancel, declare forfeited, or rescind the Award, such determination and decision shall thereupon be conclusive, binding, and final on all parties. 17.3 Rescinded Awards. In the event an Award is rescinded or recovered, the affected participant shall repay or return to the Company any cash amount, Stock, or other property received from the Company upon the exercise, payment, or delivery of such Award (or, if the participant has disposed of the Stock or other property received and cannot return it, its cash value at the time of exercise, payment, or delivery), and, in the case of Stock or other property delivered to the participant, any gain or profit realized by the participant in a subsequent sale or other disposition of such Stock or other property. Such repayment and (or) delivery shall be on such terms and conditions as the Committee shall prescribe. 17.4 Disgorgement of Awards. Any Awards granted pursuant to the Plan, and any Stock issued or cash paid pursuant to an Award, shall be subject to the Company’s Compensation Recovery Policy and any other recoupment or clawback policy that is adopted by, or any recoupment or similar requirement otherwise made applicable by law, regulation, or listing standards to, the Company from time to time. SECTION 18. General Provisions.

  201. As Amended and Restated

    18.1 Prohibition on Certain Dividends and Dividend Equivalent Payments. Notwithstanding anything to the contrary in the Plan, in no event may dividends or dividend equivalents be awarded with respect to Options, Stock Appreciation Rights, or any other Award that is not a Full-Value Award; and, for the avoidance of doubt, this Plan expressly prohibits the payment of dividends or dividend equivalents on unvested Awards for all equity Award types. 18.2 Unfunded Status. The Plan constitutes an “unfunded” plan for incentive and deferred compensation. The Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or make payments; provided, however, that, unless the Committee otherwise determines, the existence of such trusts or other arrangements is consistent with the “unfunded” status of the Plan. 18.3 Transferability. Participants shall not be permitted to sell, assign, transfer, pledge, or otherwise encumber any Award granted under the Plan, unless and to the extent the Committee allows a participant to designate in writing a beneficiary to exercise the Award or receive payment under the Award after the participant’s death, other than: (a)by will or by the laws of descent and distribution, or, in the Committee’s discretion, pursuant to a written beneficiary designation, (b)pursuant to a qualified domestic relations order (as defined in the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder), or (c)in the Committee’s discretion, pursuant to a gift to such optionee’s “immediate family” members directly, or indirectly by means of a trust, partnership, or limited liability company, provided that the participant may not receive consideration for such transfer of an Award, provided that an Incentive Stock Option may only be transferred according to subsection (a). Subject to the terms of the Plan and the relevant Award Agreement, all Stock Options shall be exercisable only by the optionee, guardian, legal representative, or beneficiary of the optionee or permitted transferee, it being understood that the terms “holder” and “optionee” include any such guardian, legal representative, or beneficiary or transferee. For purposes of this Section 18.3, “immediate family” shall mean, except as otherwise defined by the Committee, the optionee’s spouse, children, siblings, stepchildren, grandchildren, parents, stepparents, grandparents, in-laws, and persons related by legal adoption. Such transferees may transfer an Award only by will or by the laws of descent and distribution.

  202. As Amended and Restated

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  203. As Amended and Restated

    18.4 Representations; Issuance of Shares. The Committee may require each person purchasing or receiving shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the shares without a view to the distribution thereof. All Shares issued under the Plan shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. All Shares delivered (whether in book-entry or certificated form) pursuant to any Award or the exercise thereof shall be subject to such stop transfer orders or bear such legends as the Committee may deem advisable under the Plan or under applicable laws, rules or regulations, or the requirements of any national securities exchange. The Company shall have no obligation to issue, or make a book-entry transfer or deliver certificates for, Shares under the Plan prior to: (a)obtaining approval from any governmental agency which the Company determines is necessary or advisable, (b)admission of such shares to listing on the stock exchange on which the Stock may be listed, and (c)completion of any registration or other qualification of such shares under any state or federal law or ruling of any governmental body which the Company determines to be necessary or advisable. 18.5 Other Compensation. Nothing contained in the Plan shall prevent the Company or any Affiliate from adopting other or additional compensation arrangements for its employees. 18.6 No Right to Employment. The adoption of the Plan shall not confer upon any employee any right to continued employment nor shall it interfere in any way with the right of the Company or any Affiliate to terminate the employment of any employee at any time. 18.7 Tax Withholding. In the event the Company or one of its Affiliates is required to withhold any Federal, state, or local taxes or other amounts in respect of any income recognized by a participant as a result of the grant, vesting, payment, or settlement of an Award or disposition of any Shares acquired under an Award, the Company may deduct (or require an Affiliate to deduct) from any payments of any kind otherwise due to the participant cash, or with the consent of the Committee, Shares otherwise deliverable or vesting under an Award, to satisfy such tax or other obligations. Alternatively, the Company or its Affiliate may require such participant to pay to the Company or its Affiliate, in cash, promptly on demand, or make other arrangements satisfactory to the Company or its Affiliate regarding the payment to the Company or its Affiliate of the aggregate amount of any such taxes and other amounts. If Shares are deliverable upon exercise or payment of an Award, then the Committee may permit a participant to satisfy all or a portion of the Federal, state, and local withholding tax obligations arising in connection with such Award by electing to (i) have the Company or its Affiliate withhold Shares otherwise issuable under the Award, (ii) tender back Shares received in connection with such Award, or (iii) deliver other previously owned Shares, in each case having a Fair Market Value equal to the amount to be withheld; provided that, to the extent needed for the Company and its Affiliates to avoid an accounting charge, the amount to be withheld in Shares may not exceed the total maximum statutory tax withholding obligations associated with the transaction. If an election is provided, the election must be made on or before the date as of which the amount of tax to be withheld is determined and otherwise as the Committee requires. In any case, the Company and its Affiliates may defer making payment or delivery under any Award if any such tax may be pending unless and until indemnified to its satisfaction. 18.8 Right of First Refusal. At the time of grant, the Committee may provide in connection with any grant made under the Plan that the Shares received as a result of such grant shall be subject to a right of first refusal pursuant to which the participant shall be required to offer to the Company any shares that the participant wishes to sell at the then Fair Market Value of the Stock, subject to such other terms and conditions as the Committee may specify at the time of grant. 18.9 Reinvestment of Dividends. The reinvestment of cash dividends in additional shares of Restricted Stock, and the crediting of dividend equivalents or interest equivalents (if such interest equivalents are payable in Stock when distributed) on Stock Units or on the deferred payment of Stock Units, Performance Units or Performance Stock Units, shall only be permissible if sufficient shares of Stock are available under Section 4 (taking into account then outstanding Awards). 18.10 Beneficiary Designations. The Committee shall establish such procedures as it deems appropriate for a participant to designate a beneficiary to whom any amounts payable in the event of the participant’s death are to be paid. 18.11 Code Section 409A. It is intended that Stock Options awarded pursuant to Section 6, Stock Appreciation Rights awarded pursuant to Section 7, and Restricted Stock awarded pursuant to Section 8 not constitute a “deferral of compensation” within the meaning of Section 409A of the Code. It is further intended that Performance Stock Units and Performance Units granted pursuant to Sections 10 and 11 not constitute a “deferral of compensation” within the meaning of Section 409A of the Code excepting, however, Performance Stock Units and Performance Units that become vested as a result of the Committee’s waiver of payment limitations prior to the end of the applicable Performance Period. It is also intended that Stock Units awarded pursuant to Section 9, and Performance Units and Performance Stock Units that are or become vested as a result of the Committee’s waiver of payment limitations prior to the end of the applicable Performance Period satisfy the requirements of Sections 409A(2) through (a)(4) of the Code in all material respects to the extent required to avoid the imposition of any additional tax upon a participant under Section 409A of the Code. The Plan shall be interpreted for all purposes and operated to the extent necessary to comply with the intent expressed in this Section 18.11. 18.12 No Guarantee of Tax Treatment. Notwithstanding any provisions of the Plan to the contrary, the Company does not guarantee to any participant or any other Person with an interest in an Award that (i) any Award intended to be exempt from Section 409A of the Code shall be so exempt, (ii) any Award intended to comply with Section 409A of the Code or Section 422 of the Code shall so comply, or (iii) any Award shall otherwise receive a specific tax treatment under any other applicable tax law, nor in any such case will the Company or any Affiliate be required to indemnify, defend, or hold harmless any individual with respect to the tax consequences of any Award. 18.13 Issuance or Assumption. Notwithstanding any other provision of the Plan, and without affecting the number of Shares otherwise reserved or available under the Plan, in connection with any merger, consolidation, acquisition of property or shares, or reorganization, the Committee may authorize the issuance or assumption of Substitute Awards or other awards under this Plan upon such terms and conditions as it may deem appropriate, subject to the listing requirements of any principal securities exchange or market on which the Shares are then traded and applicable law.

  204. As Amended and Restated

    18.14 Severability. If any provision of the Plan is or becomes invalid, illegal, or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be impaired or affected thereby. The invalid, illegal, or unenforceable provision shall be treated as amended to the minimum extent necessary to make the provision valid, legal, and enforceable and to accomplish the Company’s original objectives for establishing the Plan. 18.15 Choice of Law; Legal Actions. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware without taking into account its conflict of laws provisions. The exclusive venue for any legal action or proceeding with respect to this Plan or any Award, or for recognition and enforcement of any judgment in respect of this Plan or any Award, shall be a court sitting in Oakland County, Michigan. Any legal action or proceeding with respect to the Plan or any Award must be brought within one year (365 days) after the day the complaining party first knew or should have known of the events giving rise to the complaint. Any such legal action may be heard only in a “bench” trial, and any party to such action shall agree to waive his, her or its right to a jury trial.

  205. As Amended and Restated

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  206. As Amended and Restated

    | | 1 1 12345678 12345678 12345678 12345678 12345678 12345678 12345678 12345678 NAME THE COMPANY NAME INC. - COMMON 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS A 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS B 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS C 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS D 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS E 123,456,789,012.12345 THE COMPANY NAME INC. - CLASS F 123,456,789,012.12345 THE COMPANY NAME INC. - 401 K 123,456,789,012.12345 → x 02 0000000000 JOB # 1 OF 2 PAGE 1 OF 2 SHARES CUSIP # SEQUENCE # THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date CONTROL # SHARES SCAN TO VIEW MATERIALS & VOTE 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0000695023_1 R2.09.05.010 BORGWARNER INC. ATTN: FAVIOLA BOGEN 3850 HAMLIN RD. AUBURN HILLS, MI 48326 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 John Sample 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 VOTE BY INTERNET - www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 04/28/2026. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 04/28/2026. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. The Board of Directors recommends you vote FOR the following: 1. Election of Directors Nominees For Against Abstain 1A Joseph F. Fadool 1B Sara A. Greenstein 1C Michael S. Hanley 1D Shaun E. McAlmont 1E Deborah D. McWhinney 1F Alexis P. Michas 1G Sailaja K. Shankar 1H Hau N. Thai-Tang The Board of Directors recommends you vote FOR proposals 2., 3. and 4. For Against Abstain 2. Approve, on an advisory basis, the compensation of our named executive officers. For Against Abstain 3. Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2026. 4 Approve the Amended and Restated BorgWarner Inc. 2023 Stock Incentive Plan. The Board of Directors recommends you vote AGAINST the following proposal: For Against Abstain 5 Vote on stockholder proposal regarding action by written consent. NOTE: Transact such other business as may properly come before the meeting or any adjournment or postponement thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. |

  207. As Amended and Restated

    | | 0000695023_2 R2.09.05.010 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report on Form 10-K are available at www.proxyvote.com BORGWARNER INC. Annual Meeting of Stockholders April 29, 2026 9:00 AM EDT This proxy is solicited by the Board of Directors The stockholder(s) hereby appoint(s) Tonit M. Calaway and Miyuki P. Oshima, or either of them, as proxies, each with the power to appoint her substitute, and hereby authorize(s) them to represent and to vote, as designated on the reverse side of this ballot, all of the shares of common stock of BORGWARNER INC. that the stockholder(s) is/are entitled to vote at the Annual Meeting of Stockholder(s) to be held at 09:00 AM EDT on April 29, 2026, at BorgWarner Inc. located at 3850 Hamlin Road, Auburn Hills, Michigan, 48326, and any adjournment or postponement thereof. This proxy, when properly executed, will be voted in the manner directed herein. If no such direction is made, this proxy will be voted in accordance with the Board of Directors' recommendations. Continued and to be signed on reverse side |