DEF 14A of Westinghouse Air Brake Technologies Corp
Filed Apr 3, 2025 · FY20240001628280-25-016372
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS Wabtec is a global provider of value-added, technology-based locomotives, equipment, systems, and services for the freight rail and passenger transit industries, as well as the mining, marine and industrial markets. Drawing on more than 150 years of experience, we are leading the way in safety, efficiency, reliability, innovation, and productivity. Whether it’s freight, transit, ports, logistics, mining, industrial, or marine, our expertise, technologies, and people together – accelerate the future of transportation.
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| GLOBAL IMPACT | | | | | | PRODUCTS THAT SPAN MORE THAN 100 COUNTRIES | $10.39B 2024 Revenues | ~30K Global Employees | | 50+ Countries with Wabtec operations | | FORTUNE 500 COMPANY | ~24K Global locomotives in our installed base | | 6K+ Over 6,500 Patents | |
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| DRIVERS OF PORTFOLIO GROWTH | | | | | | Accelerate innovation of scalable technologies | Grow and refresh expansive global installed base | Drive fuel efficiencies through emerging technologies | Expand high-margin recurring revenue streams | Drive continuous operational improvement |
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| 2025 Proxy Statement | / | | 5 |
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2024 Performance Snapshot Financial and Business Highlights
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| Sales | Operating Margin | Earnings per Share | Cash Flow from Operations | | $10.39B | 15.5% GAAP | $6.04 GAAP | $1.83B | | Up 7.3% Year over Year | 18.9% Adjusted1 | $7.56 Adjusted1 | |
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(1)Please refer to the Appendix to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures. Sustainability Highlights
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| SUSTAINABILITY HIGHLIGHTS | | | | | | Global in-service fleet of 24,000 locomotives collectively rode over 1.8 billion miles and helped end-customers eliminate over 138 million metric tons of emissions | 336 million pounds of end-of-life material sent back to remanufacturing facilities with 82% being reused and 17% being recycled | Cemented collaborative research and development agreements with premier lab centers to enhance fuel efficiency and develop solutions to reduce emissions across the rail industry | Continued commitment to breadth of diverse experiences, backgrounds and expertise | 35% reduction in Scope 1 and 2 GHG emissions |
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| Read more about our sustainability highlights in the Sustainability Highlights section on page 38. |
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| 6 | | / | 2025 Proxy Statement |
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This proxy statement summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement and the 2024 Annual Report carefully before you vote. Voting Roadmap Stockholders will be asked to vote on the following matters at the 2025 Annual Meeting:
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| Proposals | | Board Recommendation | Page | | 1 | Elect three directors for a term of three years expiring in 2028 | FOR Each Nominee | 11 | | 2 | Advisory (Non-Binding) Resolution to Approve the 2024 Named Executive Officer Compensation | FOR | 41 | | 3 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2025 fiscal year | FOR | 74 |
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| Proposal 1 | Election of Three Directors aThe Board recommends a vote FOR each director nominee. | See page 11 |
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| 2025 Proxy Statement | / | | 7 |
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Wabtec Board of Directors at a Glance
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| | | | Name and Primary Occupation | Age | Director Since | Other Current Public Directorships | Committee Membership | | | | | | | | | | | | AC | CTMC | GSC | ESGC | | | | | Juan Perez1 Executive Vice President and Chief Information Officer, Salesforce | 58 | 2025 | 2 | M | | M | M | | | | | William E. Kassling2 Retired, President and Chief Executive Officer, Wabtec | 81 | 1990 | 1 | | | | | | | | | Albert J. Neupaver Retired, President and Chief Executive Officer, Wabtec | 74 | 2006 | 1 | | | | | | | | | Ann R. Klee Retired, Executive Vice President, Suffolk Construction Company | 63 | 2019 | 1 | | C | M | C | | | | | Rafael Santana President and Chief Executive Officer, Wabtec | 53 | 2019 | 1 | | | | | | | | | Lee C. Banks Retired, Vice Chairman and President, Parker Hannifin Corporation | 62 | 2020 | 0 | | M | M | | | | | | Byron S. Foster* President, Light Vehicle Drive Systems Dana Incorporated | 56 | 2021 | 0 | M | | M | M | | | | | Linda A. Harty* Retired, Vice President, Finance and Treasurer, Medtronic plc | 64 | 2016 | 2 | M | | C | | | | | | Brian P. Hehir* Retired, Vice Chairman, Investment Banking for Merrill Lynch | 71 | 2007 | 0 | C | M | | | | | | | Beverley A. Babcock* Retired, Senior Vice President Finance & Administration and Controller, Imperial Oil | 63 | 2022 | 1 | M | M | | M |
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(1)Mr. Perez joined the Board as of January 29, 2025. He will be retiring as a full time employee from Salesforce as of April 30, 2025 but will continue in an advisory role. (2)Mr. Kassling is not nominated for re-election and, accordingly, will retire in May 2025.
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| | Independent Director | AC | Audit Committee | | | Lead Independent Director | CTMC | Compensation and Talent Management Committee | | * | Audit Committee Financial Expert | GSC | Governance and Sustainability Committee | | | | ESGC | Environmental, Social and Governance Subcommittee | | | | M | Member | | | | C | Chair |
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| 8 | | / | 2025 Proxy Statement |
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Proxy Summary Statement Board Member Highlights Highly Engaged Board •All directors attended the 2024 Annual Meeting •All directors attended at least 75% or more of the Board and Committee meetings in 2024 •Active strategy and risk oversight by the Board and Committees including: business and market risks, cybersecurity risks, human capital management, M&A, and strategic transactions Refreshment •6 new directors appointed in the last 6 years •One-third of our continuing directors will be women and one-third will be racially or ethnically diverse
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| Proposal 2 | Advisory Vote to Approve Compensation of Our Named Executive Officers aThe Board recommends a vote FOR this proposal. | See page 41 |
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| 2025 Proxy Statement | / | | 9 |
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Elements of 2024 Target Executive Compensation
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| | Performance Period | Performance Metrics Tied to Strategy | | Base Salary | Annual | •Individual contribution to the business •Capabilities | | Annual Cash Incentive | Annual | •Earnings Per Share1 •Cash Conversion1 •Personal performance modifier (EBIT Margin %) | | Long-Term Equity Incentives | Three years | •3-year average annual return on invested capital •3-year average annual cash conversion •Relative total stockholder return modifier |
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(1)Please refer to the Appendix to this Proxy Statement for a description and reconciliation of these non-GAAP financial measures relative to reported GAAP financial measures. CEO and NEO Pay
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| Proposal 3 | Ratify Independent Registered Public Accounting Firm aThe Board recommends a vote FOR this proposal. | See page 74 |
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The Audit Committee recommends ratification of its appointment of Ernst & Young LLP as the independent registered public accounting firm to audit our financial statements as of and for the fiscal year ending December 31, 2025. Ernst & Young LLP served as the independent registered public accounting firm to audit our financial statements as of and for the fiscal year ended December 31, 2024 and has served as the Company’s independent registered public accounting firm since 2002. The Audit Committee and the Board of Directors believe that the continued retention of Ernst & Young LLP as the Company’s independent registered public accounting firm is in the best interests of the Company and its stakeholders.
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| 10 | | / | 2025 Proxy Statement |
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| Proposal 1 | Election of Directors |
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Wabtec’s Board of Directors currently has ten members. The Board is divided into three classes whose terms of office end in successive years. Albert J. Neupaver and Ann R. Klee are incumbent directors whose terms of office are expiring and have been nominated to serve for new terms ending in 2028. Juan Perez joined the Board as of January 29, 2025 and is being nominated to serve for a new term ending in 2028. William Kassling is an incumbent director whose term of office is expiring and is retiring as a director. All nominations were made by the Governance and Sustainability Committee (the “Governance Committee”), as further described on page 26, and approved by the entire Board of Directors. The Governance Committee is engaged in an ongoing board refreshment process consistent with the process set forth in its charter. Majority Voting for Directors and Vote Required Under our amended and restated by-laws, each director is elected by the majority of the votes cast at the Annual Meeting in an uncontested election (i.e., an election where the number of nominees is not greater than the number of directors to be elected). For this purpose, a “majority of the votes cast” means that the number of shares voted “for” a director’s election exceeds 50 percent of the number of votes cast with respect to that director’s election. Votes “cast” exclude abstentions and broker non-votes. In a contested election (i.e., in the event the number of director nominees for election at a meeting of stockholders exceeds the number of directors to be elected at that meeting), each director to be so elected will be elected by a plurality of the votes cast. Each director nominee has agreed to provide a letter of resignation to the Board should such nominee fail to receive the required number of votes. The Board may accept such resignation at its discretion. Your proxy will be voted “for” the election of these nominees unless you vote “against” a nominee or affirmatively abstain. If any nominee is unable or unwilling to stand for election, your proxy authorizes us to vote for a replacement nominee if the Board names one. See the guidelines set forth on page 11 regarding the election of directors by the vote of the majority of the votes cast at the Annual Meeting.
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| a | The Board recommends you vote FOR each of the following director nominees: Albert J. Neupaver, Ann R. Klee, and Juan Perez |
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| 2025 Proxy Statement | / | | 11 |
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Board Skills and Qualifications
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| | | Term Expires in 2025 | | | | Term Expires in 2026 | | | Term Expires in 2027 | | | | | | | | | | | | | | | | | Board Members | | | | | | | | | | | | | | Public Company Leadership Experience Experience serving in senior leadership roles and/or on the Boards of significantly sized publicly traded companies; contributes to the Board’s understanding of operations and strategy and demonstrates leadership capability | l | l | l | l | l | l | l | l | | l | | | Risk Management Experience Experience identifying, managing, and mitigating significant business risks including cybersecurity and information technology | l | l | l | l | l | l | l | l | l | l | | | Industry Experience Experience in understanding the issues which the Company faces in the principal industry in which it operates, including dynamics within the freight and transit rail sectors, key performance indicators, lean manufacturing, supply chains, sales and marketing, and the competitive environment | | l | l | | l | l | | | | | | | ESG/ Sustainability Experience Experience in overseeing and addressing ESG, sustainability and climate related risks and opportunities in order to support the Company’s efforts to meet its sustainability commitments to its employees, customers and communities | | l | l | l | l | l | l | l | | l | | | Financial & Accounting Experience Experience in financial management, reporting and controls, capital allocation, capital structure, financial risks and strategy, and mergers and acquisitions | l | l | l | l | l | l | l | l | l | l | | | Human Capital Management Experience Supports oversight on matters such as succession planning, talent and leadership development, retention, compensation | l | l | l | l | l | l | l | l | l | l | | | Global Experience Experience conducting business around the world in a global economy | l | l | l | l | l | l | l | l | l | l | | | Technology & Innovation Experience Experience in engineering, research and development, product and process innovation, digitization and emerging technologies | l | l | l | l | l | l | l | | | l | | | Government, Regulatory & Compliance Experience Experience in public policy and regulatory matters, legal issues and compliance, corporate governance, and business ethics and integrity | l | l | l | l | l | l | l | l | l | l |
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| 12 | | / | 2025 Proxy Statement |
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Biographies of our Directors Director Nominees to Serve for Three-Year Term The biographical information below highlights the specific experience, qualifications, attributes, and background that led the Board to conclude that each director nominee should serve on the Board. The Governance Committee and the Board also determined that each director nominee possesses certain intangible attributes and skills and is qualified to serve as a director.
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| Juan Perez Age: 58 Director Since: 2025 INDEPENDENT DIRECTOR Committees: Audit Environmental, Social and Governance Subcommittee Governance and Sustainability | Biographical Information •Executive Vice President and Chief Information Officer, Salesforce (a cloud-based software company), since 2022. Mr. Perez will be retiring as a full time employee from Salesforce as of April 30, 2025 but will continue in an advisory role. •Prior to 2022, Mr. Perez spent 32 years at United Parcel Service, Inc. (a multinational shipping and receiving and supply chain management company) in a variety of leadership positions including Chief Information and Engineering Officer and Chief Information Officer. Current Other Directorships •Member, Board of Directors, The Hershey Company. •Member, Board of Directors, American International Group, Inc. Specific Qualifications, Attributes, Skills and Experience •Extensive experience in commercial, operational planning, logistics and technological expertise (including transformation and artificial intelligence). •Significant experience in supply chain management, logistics, digital technology, information security, innovation and data analytics. •Service on other public company boards. |
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| 2025 Proxy Statement | / | | 13 |
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| Albert J. Neupaver Age: 74 Director Since: 2006 INDEPENDENT DIRECTOR (as of June 2023) Chairman of the Board Committees: None | Biographical Information •Chairman or Executive Chairman of the Board of Wabtec since May 2014. •President and Chief Executive Officer of Wabtec from February 2006 until May 2014. •President of the Electromechanical Group of AMETEK, Inc. from 1998 to February 2006. Current Other Directorships •Member of the Board of Directors Koppers Holdings Inc. since 2009. •Director, Carnegie Science Center, Executive Board Member of UPMC Children’s Hospital Foundation, Board Member of Heinz History Center, Member of the Board of Trustees of Carnegie Museums, Director, the Wabtec Foundation. Past Other Directorships •Member of Robbins & Myers, Inc. Board of Directors from January 2009 to February 2013. •Member of Genesee & Wyoming Inc. Board of Directors from October 2015 to December 2019. Specific Qualifications, Attributes, Skills and Experience •Extensive experience as an officer and director of Wabtec with significant rail and transportation industry knowledge, expertise regarding public company management, corporate governance, human capital management, strategy and M&A. •Led Wabtec to unprecedented growth throughout the business cycle during his tenure in executive leadership roles at the Company. •Service on other public company boards. |
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| 14 | | / | 2025 Proxy Statement |
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| Ann R. Klee Age: 63 Director Since: 2019 INDEPENDENT DIRECTOR Committees: Compensation and Talent Management (Chair) Environmental, Social and Governance Subcommittee (Chair) Governance and Sustainability | Biographical Information •Executive Vice President, Suffolk Construction Company (a construction contracting company) from February 2020 to March 2021. •Vice President, General Electric Company from 2008 to September 2019. •Partner and Co-Chair of the Environmental and Natural Resources Group of Crowell & Moring LLP from September 2006 to January 2008. •General Counsel to the U.S. Environmental Protection Agency from 2004-2006. •Counselor and Special Assistant to the Secretary of the U.S. Department of the Interior from January 2001 to June 2004. •Chief Counsel to the U.S. Senate’s Environment and Public Works Committee from September 1997 to January 2001. Current Other Directorships •Member of the Board of Directors of Sotera Health Company since 2020 serving on the Nominating and Corporate Governance Committee (Chair) and Audit Committee. •Member of the Board of Directors of Assent, Inc. (a technology company for supply chain compliance management) since November 2023. •Chair of the Board of Directors, Center for Climate and Energy Solutions. Specific Qualifications, Attributes, Skills and Experience •Significant experience in environmental law, corporate governance and regulatory and compliance matters. •Industry expert in the fields of sustainability and ESG matters. •Service on other public company boards. |
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| 2025 Proxy Statement | / | | 15 |
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Director Departing the Board The biographical information below highlights Mr. Kassling's specific experience, qualifications, attributes, and background that qualified Mr. Kassling to serve on the Board. After decades of accomplished leadership, Mr. Kassling is not being nominated for a new term and will retire in May 2025.
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| William E. Kassling Age: 81 Director Since: 1990 INDEPENDENT DIRECTOR Vice Chair of the Board Committees: None | Biographical Information •Vice Chair of Wabtec Board since August 2020. •Lead Director of Wabtec Board from May 2013 to August 2020. •Chairman of Wabtec Board from prior to 1997 to May 2013. •Chief Executive Officer and/or President of Wabtec from prior to 1997 to May 2014 and from May 2004 to January 2006. Current Other Directorships •Member, Board of Directors, Kensington Capital Acquisition Corp. V. •Director, Pittsburgh Penguins Inc., Texas Rangers, The Crosby Group, and the Wabtec Foundation. Specific Qualifications, Attributes, Skills and Experience •Extensive experience as an officer and director of Wabtec with significant rail and transportation industry knowledge, expertise regarding public company management, corporate governance, human capital management, strategy and M&A. •Service on other public company boards. |
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| 16 | | / | 2025 Proxy Statement |
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Directors Continuing in Office Six directors are serving terms that end after the 2025 Annual Meeting. The biographical information below highlights the specific experience, qualifications, attributes, and background that led the Board to conclude that each director should serve on the Board. The Governance Committee and the Board also determined that each director possesses certain intangible attributes and skills and is qualified to serve as a director. Continuing Directors with Three-Year Term Expiring in 2026
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| Rafael Santana Age: 53 Director Since: 2019 CHIEF EXECUTIVE OFFICER Committees: None | Biographical Information •President and Chief Executive Officer of Wabtec since July 2019. •President and Chief Executive Officer of GE Transportation, a division of General Electric (GE) Company, from November 2017 to February 2019. •Mr. Santana joined GE in 2000 and held a variety of global leadership roles in GE’s Transportation, Power, and Oil & Gas businesses. Current Other Directorships •Member of the Board of Directors of Travelers Insurance since 2022. Specific Qualifications, Attributes, Skills and Experience •25 years of global executive leadership experience in Fortune 300 companies. •Extensive experience with international operations, product management, human capital management, commercial expertise, expertise regarding public company management, corporate governance, strategy and M&A. •Deep understanding of the transportation and rail industry with more than 10 years of experience in the sector. |
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| 2025 Proxy Statement | / | | 17 |
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| Lee C. Banks Age: 62 Director Since: 2020 INDEPENDENT DIRECTOR Committees Compensation and Talent Management Governance and Sustainability | Biographical Information •Vice Chairman and President of Parker-Hannifin Corporation (a motion and control technologies manufacturing company) from August 2021 through December 2023. •President and Chief Operating Officer of Parker-Hannifin from February 2015 to August 2021. •Executive Vice President and Operating Officer of Parker-Hannifin from 2008 to 2015 and Senior Vice President and Operating Officer of Parker-Hannifin from 2006 to 2008. Past Other Directorships •Member, Board of Directors of Parker Hannifin Corporation. Specific Qualifications, Attributes, Skills and Experience •Senior Executive with extensive experience as President and Chief Operating Officer leading a Fortune 250 Company and expertise regarding public company management. •Significant industrial executive management, human capital management and operational experiences in leading complex, multi-national manufacturing and operational footprints. •Service on other public company boards. |
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| Byron S. Foster Age: 56 Director Since: 2021 INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit Environmental, Social and Governance Subcommittee Governance and Sustainability | Biographical Information •President, Light Vehicle Drive Systems at Dana Incorporated (an automotive equipment supplier) since July 2021. •Senior Vice President and Chief Commercial, Marketing and Communications Officer of Dana Incorporated from February 2021 to July 2021. •Chief Executive Officer of Shield T3 (a COVID-19 testing company) from June 2020 to February 2021. •Executive Vice President of Adient PLC from 2016 to 2019. •Prior to 2016, Mr. Foster served in various senior executive commercial and operational roles at Johnson Controls, Inc. Specific Qualifications, Attributes, Skills and Experience •Extensive human capital management, operational, supply chain, and commercial experience in the industrial sector. •Experienced senior leader in global operations and commercial businesses focused on growth, profitability and technical innovation. |
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| 18 | | / | 2025 Proxy Statement |
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Continuing Directors with Three-Year Term Expiring in 2027
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| Linda A. Harty Age: 64 Director Since: 2016 LEAD INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit Governance and Sustainability (Chair) | Biographical Information •Vice President, Finance & Treasurer of Medtronic, plc, a global leader in medical technology services and solutions, from February 2010 to April 2017. •Prior to 2010, Ms. Harty held executive and management positions with Cardinal Health, RTM Restaurant Group, BellSouth, ConAgra Foods and Kimberly-Clark. Current Other Directorships •Member of the Board of Directors of Parker-Hannifin Corporation since 2007 serving on the Audit Committee and as a member of the Corporate Governance Committee. •Member of the Board of Directors of Chart Industries, Inc., since 2021, serving on the Nominations and Corporate Governance Committee (Chair), Audit Committee, and formerly on the Compensation Committee. Past Other Directorships •From 2017 until March 1, 2023, served as a member of the Board of Directors of Syneos Health and served on the Audit Committee and Compensation and Management Development Committee. Specific Qualifications, Attributes, Skills and Experience •Extensive financial expertise, particularly in the areas of treasury, tax, decision support and acquisitions in multiple complex and global industries. •Service on other public company boards. •Certified Public Accountant (inactive). |
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| Brian P. Hehir Age: 71 Director Since: 2007 INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit (Chair) Compensation and Talent Management | Biographical Information •Vice Chairman of Investment Banking for Merrill Lynch from 1999 to 2008. •Former Chair of the Georgetown University School of Nursing and Health Studies Board of Visitors. Past Other Directorships •Former member of the Board of Directors of Catholic Health Services of Long Island. Specific Qualifications, Attributes, Skills and Experience •Extensive career in global financial markets with over 30 years of experience working in investment banking, financing, corporate advisory services and capital markets. •Experience in risk management and regulatory oversight through his background in highly regulated industries. |
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| 2025 Proxy Statement | / | | 19 |
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| Beverley A. Babcock Age: 63 Director Since: 2022 INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit Compensation and Talent Management Environmental, Social and Governance Subcommittee | Biographical Information •Senior Vice President Finance & Administration and Controller, Imperial Oil from 2015 to 2018. •Vice President, Corporate Financial Services, ExxonMobil from 2011 to 2015 and a variety of executive leadership roles at ExxonMobil including Vice President Corporate Accounting Services from 2000 to 2015. Current Other Directorships •Member of the Board of Directors, Olin Corporation since 2019, serving on the Executive Committee and Audit Committee (Chair). •Member of the Board of Directors since 2018, Forte Foundation. •Co-Chair Women Corporate Directors—Houston Chapter. Specific Qualifications, Attributes, Skills and Experience •Extensive experience in senior finance and accounting leadership positions at complex and global companies of significant size. •Service on other public company boards. •Member, Good Standing of the Chartered Professional Accountants of Ontario and Canada. |
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| 20 | | / | 2025 Proxy Statement |
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Director Nomination Process Overview of Nomination Process The Company’s Corporate Governance Guidelines provide that individuals are selected to join the Board based on their business or professional experience, personal characteristics, diversity of backgrounds, and their array of talents and perspectives. The Board believes that membership with varying perspectives and breadth of experience is an important Board attribute and will enhance the quality of the Board’s deliberations and decisions. The Board has a comprehensive, ongoing director succession planning process designed to provide for a highly independent, well-qualified Board, with the experience and background to be effective and to provide strong oversight. The Board regularly evaluates the needs of the Company and adds new attributes, viewpoints and experiences to the Board, as necessary to best position the Company to navigate through a constantly changing business environment. The Governance Committee is responsible for leading the search for qualified people for the Board’s consideration for election as directors. In considering director nominees, the Governance Committee conducts inquiries into the background and qualifications of possible candidates and actively recruits qualified individuals. The Governance Committee does not have specific minimum qualifications that must be met for a prospective director candidate to be nominated. In evaluating candidates for the Board, the Governance Committee considers the entirety of each candidate’s credentials. The Company believes that diversity of experience and background is important at all levels of the Company, starting with the Board itself. Accordingly, the Governance Committee intends to identify and recruit a broad range candidates as part of the search process and to recommend candidates based on their business or professional experiences, the diversity of their backgrounds and their array of talents and perspectives. The Governance Committee does not have a specific diversity policy with respect to identifying director candidates. The Governance Committee also considers the candidate’s character, integrity, understanding of strategy and policy-setting, and reputation for working well with others. In connection with this evaluation, the Governance Committee determines whether to interview the prospective nominee. After completing this evaluation and interview, the Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Governance Committee. If candidates are recommended to the Governance Committee by the Company’s stockholders, such candidates are evaluated using the same criteria. With respect to the nomination of continuing directors for re-election, the individual’s prior contributions to the Board are also considered. The Governance Committee has considered and recommended to the Board that each of the nominees presented in this proxy statement has the qualities, skill sets, and attributes that are important to an effective Board. On an annual basis, the Governance Committee (i) assesses the effectiveness of its approach, (ii) reviews its charter and the Corporate Governance Guidelines, and (iii) reviews the effectiveness of the Board and each Committee of the Board.
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| 2025 Proxy Statement | / | | 21 |
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Board Oversight The Board’s overall diversity of backgrounds and experience is a significant consideration in the director nomination process. The Directors and nominees range in age from 53 to 81. Four of our Directors (40% of our Directors including nominees) have served on the Board for five years or less. The Company believes that differences in tenure also facilitate effective Board oversight. Directors with long tenures provide the Board with a deep knowledge of the Company and the industry, while newer directors provide fresh perspectives.
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| Board Changes since 2019 | Skills of newly added Directors | | | 6 NEW DIRECTORS HAVE BEEN ADDED TO THE BOARD | | GOVERNANCE AND SUSTAINABILITY | | 4 DIRECTORS HAVE RETIRED OR DID NOT SEEK RE-ELECTION TO THE BOARD | | FINANCIAL AND ACCOUNTING | | | | TECHNOLOGY INNOVATION AND CYBERSECURITY |
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Director Independence Our Corporate Governance Guidelines require a majority of the Board to be independent and set forth the Board’s current independence criteria. For a Director to be considered an “Independent Director”, the Board must annually determine that he or she has no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization which has such a relationship with the Company). The basis for the Company’s determination of independence is based on the applicable New York Stock Exchange (the “NYSE”) and SEC rules, however, no Director is considered to be an Independent Director if he or she: •has in the last three years been employed by the Company or any of its subsidiaries; •has been affiliated with or employed by the Company’s independent accounting firm in the last three years; •has in the last three years been part of an interlocking directorate in which an executive officer of the Company sits on the compensation committee of another company which concurrently employs the director; •has in the last three years received more than $120,000 in direct compensation from the Company, other than director fees and deferred compensation, and with respect to Audit Committee members, accepted directly or indirectly any consulting, advisory, or other compensatory fee, other than director’s fees and fixed retirement plan compensation for prior service, from the Company or any of its subsidiaries; •is currently employed by a company that in any of the last three years has received payments from or made payments to the Company in an amount that exceeds the greater of $1 million or 2% of such other company’s gross revenue; or •has an immediate family member who falls within any of the above categories, except that an immediate family member may be an employee of, but not a partner of, the auditor of the Company and not impair the director’s independence if such immediate family member does not personally work on the Company’s audit.
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REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
The Board has reviewed the independence of its members considering these standards and any other commercial, legal, accounting and familial relationships between the directors and Wabtec and determined that all of its members were independent during 2024, with the exception of Mr. Santana due to his position as the Company’s Chief Executive Officer. None of such Independent Directors has a material relationship with Wabtec and each such director meets the Board’s categorical independence standards and the independence requirements of the NYSE. The Board’s Audit Committee, Compensation Committee, and Governance Committee are composed entirely of directors who meet the independence requirements of the NYSE. Each member of the Audit Committee and the Compensation Committee also meets the additional independence standards for such committee members required by the SEC.
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
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REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
Corporate Governance Highlights
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
| | Board Oversight | | Board Independence | | | | Stockholder Rights | | •Active strategy and risk oversight by full board and committees including: business and market risks, human capital management, cybersecurity, M&A and strategic transactions •The Board provides strong oversight of sustainability risks and opportunities •Four members of the Audit Committee are deemed to be “audit committee financial experts” | | •The Lead Independent Director has a robust role, including to lead all executive sessions of independent directors, serve as liaison between the Independent Directors and the CEO and Non-executive Board Chair, and additional identified obligations in the Corporate Governance Guidelines •Executive sessions of non-management directors at all regular Board meetings •Audit Committee, Compensation and Talent Management Committee and Governance Committee comprised solely of independent directors •Board commitment to recruiting qualified, and experienced director candidates with a range of backgrounds and experience | | | | •Bylaws provide a stockholder right to call special meetings •Majority voting for uncontested director elections •Proxy access for large, long term stockholders •Year-round stockholder engagement | | | | Executive Compensation | | | | Other Governance Practices | | | | •Robust stock ownership guidelines for officers and directors •Minimum vesting of 12 months for restricted stock and options •Policy against hedging or pledging of Wabtec shares by officers and directors | | | | •Limits on outside directorships •External board evaluation •Annual self-assessment •Annual review and updates to Corporate Governance Guidelines •All directors attended the 2024 Annual Meeting and 75% or more of the Board and Committee meetings in 2024 •Policy against using preferred shares for anti-takeover purposes | | | |
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
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REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
Board Structure and Operations Board Leadership Structure The Company currently has a non-executive, independent Chairman of the Board, a separate Chief Executive Officer, and a Lead Independent Director. Independent directors may elect a Lead Independent Director from one of their number if the positions of Chairman of the Board and CEO are combined, if the Chairman of the Board is otherwise not an Independent Director, or otherwise in their discretion. The Board believes that this structure currently is in the best interests of Wabtec and provides clear leadership responsibility and accountability, while providing for effective corporate governance and oversight by an independent Board of strong and seasoned Directors. The Board evaluates this leadership structure annually.
- Rafael Santana, President and Chief Executive Officer
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)1,2 | Total ($) | | Albert J. Neupaver, Chair | $325,000 | $195,114 | $520,114 | | Beverley A. Babcock | $125,000 | $195,114 | $320,114 | | Lee C. Banks | $125,000 | $195,114 | $320,114 | | Byron S. Foster | $125,000 | $195,114 | $320,114 | | Linda A. Harty | $185,000 | $195,114 | $380,114 | | William E. Kassling | $125,000 | $195,114 | $320,114 | | Brian P. Hehir | $150,000 | $195,114 | $345,114 | | Ann R. Klee | $150,000 | $195,114 | $345,114 |
2024 Performance and Compensation
The stock ownership guidelines include: (i) all vested shares held in personal accounts, (ii) any unvested restricted stock, (iii) shares held in retirement accounts, and (iv) unvested restricted stock units for non-U.S.-participants. Stock options or unvested performance units do not count towards the stock ownership guidelines. The aforementioned employees are given five years to satisfy these guidelines. The Compensation Committee is responsible for administering and monitoring compliance with this guideline. As of December 31, 2024, each of the named executive officers has met their required stock ownership described above (including any shares deferred pursuant to the deferred compensation plan), except for those individuals within their first five years of service with the Company, all of whom are on
2024 Performance and Compensation
| Name and Principal Position | Year | Salary ($)1 | Bonus2 | Stock Awards ($)3 | Non-Equity Incentive Plan Compensation ($)4 | Change in Pension Value and Non- Qualified Deferred Compensation Earnings5 | All Other Compensation ($)7 | Total ($) | | Rafael Santana President and Chief Executive Officer | 2024 | $1,325,000 | $0 | $14,988,497 | $4,637,500 | | $23,322 | $20,974,319 | | | 2023 | $1,325,000 | $0 | $10,655,185 | $3,485,178 | | $27,877 | $15,493,240 | | | 2022 | $1,242,308 | $0 | $8,200,042 | $2,222,200 | | $20,922 | $11,685,472 | | John Olin Executive Vice President and Chief Financial Officer | 2024 | $785,000 | $0 | $3,476,770 | $1,570,000 | $5,953 | $28,224 | $5,865,948 | | | 2023 | $765,000 | $0 | $2,523,752 | $1,257,623 | $2,427 | $30,597 | $4,579,399 | | | 2022 | $750,000 | $0 | $2,000,056 | $833,325 | | $25,000 | $3,608,381 | | David L. DeNinno Executive Vice President, General Counsel and Secretary | 2024 | $680,000 | $0 | $1,827,157 | $1,360,000 | | $60,123 | $3,927,280 | | | 2023 | $650,000 | $0 | $1,388,053 | $854,855 | | $56,846 | $2,949,754 | | | 2022 | $637,692 | $0 | $1,249,965 | $568,883 | | $52,420 | $2,508,960 | | Pascal Schweitzer6 President, Transit | 2024 | $600,813 | $0 | $1,674,126 | $1,201,625 | | $184,064 | $3,660,629 | | | 2023 | $581,478 | $0 | $1,716,155 | $1,025,795 | | $398,159 | $3,754,634 | | | 2022 | $537,692 | $0 | $1,000,028 | $599,994 | | $176,765 | $2,314,479 | | Nicole Theophilus Executive Vice President and Chief Administrative Officer | 2024 | $448,365 | $250,000 | $3,854,882 | $896,383 | $22,418 | $42,820 | $5,514,868 |
2024 Performance and Compensation
| Year | Summary Compensation Table Total for PEO1 | Compensation Actually Paid to PEO2 | Average Summary Compensation Table Total for Non-PEO NEOs3 | Average Compensation Actually Paid to Non-PEO NEOs4 | Value of Initial Fixed $100 Investment Based On: | | | Net Income (millions)9 | EPS10 | | | | | | | Total Shareholder Return5,8 | 2024 Peer Group Total Shareholder Return6 | 2023 Peer Group Total Shareholder Return7,8 | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | | (h) | (i) | | 2024 | $20,974,319 | $63,012,160 | $4,742,181 | $10,119,401 | $251 | $193 | $178 | $1,056 | $7.56 | | 2023 | $15,493,240 | $26,664,494 | $3,457,624 | $5,595,542 | $167 | $167 | $159 | $815 | $5.92 | | 2022 | $11,685,472 | $14,962,045 | $2,629,586 | $3,049,535 | $131 | $133 | $135 | $633 | $4.86 | | 2021 | $11,027,238 | $15,961,883 | $3,806,454 | $3,565,170 | $120 | $150 | $150 | $558 | $4.26 | | 2020 | $11,044,419 | $9,083,133 | $2,847,857 | $1,487,328 | $95 | $120 | $120 | $414 | $3.79 |
2024 Performance and Compensation
| Year | Reported Summary Compensation Table Total for PEO | Reported Value of Equity Awardsa | Equity Award Adjustmentb | Compensation Actually Paid to PEO | | 2024 | $20,974,319 | $(14,988,497) | $57,026,338 | $63,012,160 |