DEF 14A of Westinghouse Air Brake Technologies Corp
Filed Mar 31, 2026 · FY20250001628280-26-022197
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 155 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 | $11.17B 2025 Revenues | ~31K Global Employees | | 50+ Countries with Wabtec operations | | FORTUNE 500 COMPANY | ~24.6K Global locomotives in our installed base | | 7K+ Over 7,000 Patents | |
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| DRIVERS OF PORTFOLIO GROWTH | | | | | | Accelerate innovation of scalable technologies | Grow and refresh expansive global installed base | Drive efficiencies through emerging technologies | Expand high-margin recurring revenue streams | Drive continuous operational improvement |
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| 2026 Proxy Statement | / | | 1 |
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Table of Contents
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| Company Overview | 1 | | Proxy Statement Summary | 3 | | Voting Roadmap | 3 | | Financial and Business Highlights | 3 | | Wabtec Board of Directors at a Glance | 4 | | Continuing Board Member Highlights | 5 | | Elements of 2025 Target Executive Compensation | 5 | | CEO and Other NEO Pay | 6 | | Sustainability Highlights | 6 | | Corporate Governance Highlights | 7 | | PROPOSAL 1 Election of Directors | 8 | | Our Continuing Directors | 9 | | Board Skills and Qualifications | 9 | | Biographies of our Directors | 10 | | Director Nomination Process | 17 | | Corporate Governance | 19 | | Board Structure and Operations | 19 | | The Board’s Oversight Role | 24 | | Stockholder Engagement and Director Communications | 27 | | Governance Policies and Practices | 28 | | Sustainability | 30 | | Oversight of Sustainability | 30 | | Sustainability Highlights | 31 | | Non-Employee Director Compensation | 32 | | Overview | 32 | | 2025 Non-Employee Director Compensation | 32 | | PROPOSAL 2 Advisory Vote to Approve Compensation of Our Named Executive Officers | 34 | | Compensation Discussion and Analysis | 35 | | CD&A Table of Contents | 35 | | Named Executive Officers | 35 | | Executive Summary | 35 | | Compensation Philosophy and Objectives | 38 | | Executive Compensation Decision-Making Process | 38 | | 2025 NEO Compensation | 40 | | NEO Pay Summaries | 48 | | Other Compensation Policies and Practices | 49 |
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| Compensation and Talent Management Committee Report | 51 | | Executive Compensation Tables | 52 | | Summary Compensation Table | 52 | | 2025 Grants of Plan Based Awards | 54 | | 2025 Outstanding Equity Awards at Fiscal Year-End | 55 | | Option Exercises and Stock Vested | 56 | | Nonqualified Deferred Compensation | 56 | | Potential Payments Upon Termination or Change in Control | 57 | | CEO Pay Ratio | 61 | | Pay Versus Performance | 62 | | 2025 Pay Versus Performance Table | 62 | | Most Important Performance Measures for 2025 | 64 | | Relationship of Compensation Actually Paid to Certain Measures | 64 | | PROPOSAL 3 Ratify Independent Registered Public Accounting Firm | 66 | | Audit Matters | 67 | | Fees to the Independent Registered Public Accounting Firm | 67 | | Audit Committee Pre-Approval Policies and Procedures | 67 | | Audit Committee Report | 68 | | Common Stock Ownership | 69 | | Director and Executive Officer Stock Ownership | 69 | | Security Ownership of Certain Beneficial Owners | 70 | | Questions and Answers Relating to the Annual Meeting | 71 | | Appendix | A-1 |
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| 2 | | / | 2026 Proxy Statement |
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Proxy Statement Summary This proxy statement summary highlights certain information contained in this Proxy Statement. You should read the entire Proxy Statement and the 2025 Annual Report carefully before you vote. Voting Roadmap Stockholders will be asked to vote on the following matters at the 2026 Annual Meeting:
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| Proposals | | Board Recommendation | Page | | 1 | Elect three directors for a term of three years expiring in 2029 | FOR Each Nominee | 8 | | 2 | Advisory (Non-Binding) Resolution to Approve the 2025 Named Executive Officer Compensation | FOR | 34 | | 3 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year | FOR | 66 |
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How to Vote You may vote while attending the virtual meeting or by proxy. You will need the 16-digit number included in your proxy card, voting instruction form or notice.
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| | | | | | BY INTERNET: www.proxyvote.com | BY PHONE: 1-800-690-6903 | BY MAIL: completing, signing, dating and mailing a proxy card in the envelope provided | AT THE MEETING: You may vote while attending the virtual meeting or by proxy. |
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Please follow the instructions on your Notice. Please vote with respect to each Notice you receive. Your vote is very important. Financial and Business Highlights for 2025
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| Sales | Operating Margin | Earnings per Share | Cash Flow from Operations | | $11.17B | 16.1% GAAP | $6.83 GAAP | $1.76B | | Up 7.5% Year over Year | 20.3% Adjusted1 | $8.97 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.
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| 2026 Proxy Statement | / | | 3 |
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| Proxy Statement Summary | Table of Contents |
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| Proposal 1 | Election of Three Directors aThe Board recommends a vote FOR each director nominee. | See page 8 |
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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 | GC | RPPC | | Nominees for Election | Term Expiring in 2026 | | Rafael Santana President and Chief Executive Officer, Wabtec | 54 | 2019 | 1 | | | | | | | | | Lee C. Banks Retired, Vice Chairman and President, Parker Hannifin Corporation | 63 | 2020 | 0 | | M | C | | | | | | Byron S. Foster* President and Chief Executive Officer Dana Incorporated | 57 | 2021 | 0 | M | M | M | | | Continuing Directors | Term Expiring in 2027 | | Linda A. Harty* Retired, Vice President, Finance and Treasurer, Medtronic plc | 65 | 2016 | 2 | C | | M | | | | | | Brian P. Hehir* Retired, Vice Chairman, Investment Banking for Merrill Lynch | 72 | 2007 | 0 | M | M | | M | | | | | Beverley A. Babcock* Retired, Senior Vice President Finance & Administration and Controller, Imperial Oil | 65 | 2022 | 1 | M | M | | C | | | Term Expiring in 2028 | | Juan Perez Retired, Executive Vice President and Chief Information Officer, Salesforce | 59 | 2025 | 2 | M | | M | M | | | | | Ann R. Klee Retired, Executive Vice President, Suffolk Construction Company | 64 | 2019 | 1 | | C | | M | | Retiring Director | | | | | | | | | | | | | | | Albert J. Neupaver Retired, President and Chief Executive Officer, Wabtec | 75 | 2006 | 1 | | | | |
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| | Independent Director | AC | Audit Committee | | | Lead Independent Director | CTMC | Compensation and Talent Management Committee | | * | Audit Committee Financial Expert | GC | Governance Committee | | | | RPPC | Risk and Public Policy Committee | | | | M | Member | | | | C | Chair |
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| 4 | | / | 2026 Proxy Statement |
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| Table of Contents | Proxy Statement Summary |
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Continuing Board Member Highlights Highly Engaged Board •All directors attended the 2025 Annual Meeting •All directors attended at least 75% or more of the Board and Committee meetings in 2025 •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 •4 new directors appointed in the last 6 years •More than one-third of our continuing directors will be women and more than 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 34 |
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Elements of 2025 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 | •Adjusted Earnings Per Share •Cash Conversion •Personal performance modifier (EBIT Margin %) | | Long-Term Equity Incentives | Three years | •3-year average annual return on invested capital •3-year average cash from operating activities •Relative total stockholder return modifier |
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| 2026 Proxy Statement | / | | 5 |
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| Proxy Statement Summary | Table of Contents |
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CEO and Other NEO Pay
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| Proposal 3 | Ratify Independent Registered Public Accounting Firm aThe Board recommends a vote FOR this proposal. | See page 66 |
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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, 2026. 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, 2025 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. Sustainability Highlights
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| 2025 SUSTAINABILITY HIGHLIGHTS | | | | | | Introduced EVO modernizations with EVO Advantage upgrades available, providing up to 7% improvement in fuel, enabled by Wabtec’s eTurbo exhaust‑energy recovery system | Delivered R255 hybrid battery-diesel work locomotives to New York’s Metropolitan Transit Authority, improving local air quality, particularly in subway tunnels | Achieved Wabtec’s 2030 safety goal of reducing our workplace illness and injury rate by 34% from the 2019 baseline and zero fatalities in 2025 | Hosted a week-long science, technology, engineering, art, and math (STEAM) camp for sixth- and seventh-grade students at multiple Wabtec locations | Implemented our largest single greenhouse gas reduction project to date, reducing Wabtec’s total Scope 1 emissions by 6% through improved process heating efficiencies and a summer steam system shutdown at our Erie facility |
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| Read more about our sustainability highlights in the Sustainability Highlights section on page 31. |
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| 6 | | / | 2026 Proxy Statement |
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| Table of Contents | Proxy Statement Summary |
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Corporate Governance Highlights
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| | 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 plays a robust role. During 2025 the Board Chair presided over executive sessions of independent directors. Going forward, the Lead Independent Director will preside over executive sessions, will serve as a liaison between the Independent Directors and the CEO and will perform additional obligations identified in the Corporate Governance Guidelines •Executive sessions of non-management directors at all regular Board meetings •Audit Committee, Compensation and Talent Management Committee, Governance Committee and Risk and Public Policy 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 •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 2025 Annual Meeting and 75% or more of the Board and Committee meetings in 2025 •Policy against using preferred shares for anti-takeover purposes | | | |
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| 2026 Proxy Statement | / | | 7 |
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| Proposal 1 | Election of Directors |
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Wabtec’s Board of Directors currently has nine members. The Board is divided into three classes whose terms of office end in successive years. Rafael Santana, Lee C. Banks and Byron S. Foster are incumbent directors whose terms of office are expiring and have been nominated to serve for new terms ending in 2029. Albert Neupaver is a current director who is retiring as a director. All nominations were made by the Governance Committee (the “Governance Committee”), as further described on page 20, 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 bylaws, 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 8 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: Rafael Santana, Lee C. Banks and Byron S. Foster |
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| 8 | | / | 2026 Proxy Statement |
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Our Continuing Directors Board Skills and Qualifications
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| | | Term Expires in 2026 | | | Term Expires in 2027 | | | Term Expires in 2028 | | | | | | | | | | | | | | 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 | | | Risk Management Experience Experience identifying, managing, and mitigating significant business risks including cybersecurity and information technology | 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 | | | | | | | | | Sustainability Experience Experience in overseeing and addressing, 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 | | | 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 | | | Human Capital Management Experience Supports oversight on matters such as succession planning, talent and leadership development, retention and compensation | 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 | | | Technology & Innovation Experience Experience in engineering, research and development, product and process innovation, digitization and emerging technologies | 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 |
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| 2026 Proxy Statement | / | | 9 |
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| Our Board of Directors | Table of Contents |
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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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| Rafael Santana Age: 54 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 Directorship •Member of the Board of Directors of Travelers Insurance since January 2022.1 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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(1)Mr. Santana will not stand for re-election to the Board of Directors of the Travelers Companies, Inc. (“Travelers Insurance”) at Travelers Insurance’s 2026 Annual Meeting of Shareholders.
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| 10 | | / | 2026 Proxy Statement |
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| Table of Contents | Our Board of Directors |
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| Lee C. Banks Age: 63 Director Since: 2020 INDEPENDENT DIRECTOR Committees: Compensation and Talent Management Governance (Chair) | 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 from 2015 to 2023. •Board of Directors of Nordson Corporation (a precision technology and equipment manufacturing company) from 2010 to 2020. 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: 57 Director Since: 2021 INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit Compensation and Talent Management Governance | Biographical Information •President and Chief Executive Officer of Dana Incorporated (a global leader in powertrain systems) effective July 1, 2026. •President, Light Vehicle Drive Systems at Dana Incorporated from July 2021 to July 1, 2026. •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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| 2026 Proxy Statement | / | | 11 |
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| Our Board of Directors | Table of Contents |
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Directors Continuing in Office Five continuing directors are serving terms that end after the 2026 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 2027
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| Linda A. Harty Age: 65 Director Since: 2016 LEAD INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit (Chair) Governance | 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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| 12 | | / | 2026 Proxy Statement |
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| Table of Contents | Our Board of Directors |
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| Brian P. Hehir Age: 72 Director Since: 2007 INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit Compensation and Talent Management Risk and Public Policy | 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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| Beverley A. Babcock Age: 65 Director Since: 2022 INDEPENDENT DIRECTOR Audit Committee Financial Expert Committees: Audit Compensation and Talent Management Risk and Public Policy (Chair) | Biographical Information •Senior Vice President Finance & Administration and Controller, Imperial Oil from 2015 to 2018. •Prior to 2015, Ms. Babcock held a variety of financial leadership executive roles at ExxonMobil including Assistant Controller and Vice President Financial Services.Experience in risk management and regulatory oversight through his background in highly regulated industries. 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, Forte Foundation since 2018. Specific Qualifications, Attributes, Skills and Experience •Extensive experience in senior finance and accounting leadership positions at complex and global companies of significant size. •Senior financial executive with extensive experience in human capital management, strategy and policy in a significant Fortune 100 multi-national company. •Service on other public company boards. •Member, Good Standing of the Chartered Professional Accountants of Ontario and Canada. |
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| 2026 Proxy Statement | / | | 13 |
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| Our Board of Directors | Table of Contents |
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Continuing Directors with Three-Year Term Expiring in 2028
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| Juan Perez Age: 59 Director Since: 2025 INDEPENDENT DIRECTOR Committees: Audit Governance Risk and Public Policy | Biographical Information •Executive Vice President and Chief Information Officer, Salesforce (a cloud-based software company), from 2022 to 2025. Mr. Perez continues in an advisory role with Salesforce. •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, CloudOne Digital - a OneEquity company (Private Equity). •Member, Board of Directors, American International Group, Inc. (a multinational insurance corporation). Past Other Directorships •Member, Board of Directors, The Hershey Company (a confectionery company) from 2019 to 2025. 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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| 14 | | / | 2026 Proxy Statement |
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| Table of Contents | Our Board of Directors |
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| Ann R. Klee Age: 64 Director Since: 2019 INDEPENDENT DIRECTOR Committees: Compensation and Talent Management (Chair) Risk and Public Policy | Biographical Information •Executive Vice President, Suffolk Construction Company (a vertically integrated construction company) from February 2020 to March 2021. •Vice President, General Electric Company from 2008 to September 2019. •Co-Chair of the Environmental and Natural Resources Group of Crowell & Moring LLP from September 2006 to January 2008. •General Counsel of the U.S. Environmental Protection Agency from 2004 to 2006. •Counselor and Special Assistant to the Secretary of the U.S. Department of the Interior from January 2001 to June 2004. •Chief Counsel of the U.S. Senate Committee on Environment and Public Works 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 of Center for Climate and Energy Solutions. Specific Qualifications, Attributes, Skills and Experience •Industry expert in the fields of environmental law and regulatory compliance, sustainability, and health and safety. •Significant experience in the areas of risk management, corporate governance, and public policy. •Service on other public company boards. |
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| 2026 Proxy Statement | / | | 15 |
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| Our Board of Directors | Table of Contents |
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Director Departing the Board The biographical information below highlights Mr. Neupaver's specific experience, qualifications, attributes, and background that qualified Mr. Neupaver to serve on the Board. After years of accomplished leadership, Mr. Neupaver will retire in May 2026.
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
| Albert J. Neupaver Age: 75 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 of Koppers Holdings Inc. since 2009. •Director of 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 of 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. |
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
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REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
| Table of Contents | Our Board of Directors |
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
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 skillsets, and their array of talents and perspectives. The Board believes that diverse 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 backgrounds and skillsets is important at all levels of the Company, starting with the Board itself. Accordingly, the Governance Committee intends to recruit candidates with diverse backgrounds and skillsets 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.
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
| 2026 Proxy Statement | / | | 17 |
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
| Our Board of Directors | Table of Contents |
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
Board Oversight The Board’s overall diversity of backgrounds and experience is a significant consideration in the director nomination process. The continuing Directors and nominees range in age from 54 to 72. Three of our Directors 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.
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
| Board Changes since 2020 | | Skills of newly added Directors | | | | 4 | | GOVERNANCE AND SUSTAINABILITY | | | NEW DIRECTORS HAVE BEEN ADDED TO THE BOARD | | PUBLIC COMPANY LEADERSHIP EXPERIENCE | | | 4 | | FINANCIAL AND ACCOUNTING | | | DIRECTORS HAVE RETIRED OR DID NOT SEEK RE-ELECTION TO THE BOARD | | TECHNOLOGY INNOVATION AND CYBERSECURITY |
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
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, stockholder 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 rules of the U.S. Securities and Exchange Commission (the “SEC”). No Director is considered to be an Independent Director if he or she: •has been employed by the Company or any of its subsidiaries in the last three years; •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 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 and 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 Company’s independent accounting firm and not impair the Director’s independence if such immediate family member does not personally work on the Company’s audit. 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 2025, 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 and Talent Management Committee, Governance Committee and Risk and Public Policy Committee are composed entirely of directors who meet the independence requirements of the NYSE. Each member of the Audit Committee and the Compensation and Talent Management Committee also meets the additional independence standards for such committee members required by the SEC.
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| 18 | | / | 2026 Proxy Statement |
REVOLUTIONIZING THE WAY THE WORLD MOVES FOR FUTURE GENERATIONS
Corporate Governance Board Structure and Operations Board Leadership Structure The Board evaluates its leadership structure annually. The Company currently has a non-executive, independent Chairman of the Board, a separate Chief Executive Officer, and a Lead Independent Director, currently Ms. Harty, who is elected from among the Independent Directors in their discretion. Consistent with our director retirement policy, Mr. Neupaver, our Board Chair, will retire from the Board following the Annual Meeting. He has served on the Board since 2006 and as Chair since 2014. The Board intends to appoint Mr. Santana, our CEO, as Board Chair following Mr. Neupaver’s retirement. All of the continuing members of the Board other than Mr. Santana are independent and their average tenure is under 7.5 years. The Board will elect a Lead Independent Director who will be tasked with, in general, fostering open communication among independent directors and serving as the principal point of contact between the Board and senior management. The Board’s decision to combine the Chair and CEO roles was based upon four key factors: •A combined Chair and CEO structure provides us leadership with clearer accountability to stockholders and other constituents. •Having Mr. Santana serve as CEO and Chair allows him to more effectively execute our strategic initiatives. •Mr. Santana is intimately involved in the direct oversight of our operations and, as such, is positioned to elevate the most critical issues to the Board. •The combined role is both counterbalanced and enhanced by the effective oversight and independence of our Board and the independent leadership provided by our Lead Independent Director, independent committee chairs and other directors. The Company intends to have its Corporate Governance Guidelines establish the following more specific responsibilities for the Lead Independent Director: •Convening and presiding at meetings or executive sessions of the independent directors and communicating the results of such meetings to the Board Chair. •Serving as the principal liaison between the Board and the Board Chair and other senior executives, recognizing that each director is free to communicate directly with the senior management. •Approving all agendas and schedules for Board meetings. •Presiding at Board meetings at which the Chair is not present. •Discharging such other responsibilities as the independent directors may designate from time to time.
Insider Trading Policies and Procedures
| Name | Fees Earned or Paid in Cash | Stock Awards1,2 | Total | | Albert J. Neupaver, Chair | $325,000 | $195,146 | $520,146 | | Beverley A. Babcock | $150,000 | $195,146 | $345,146 | | Lee C. Banks | $145,000 | $195,146 | $340,146 | | Byron S. Foster | $125,000 | $195,146 | $320,146 | | Linda A. Harty | $190,000 | $195,146 | $385,146 | | Brian P. Hehir | $125,000 | $195,146 | $320,146 | | Ann R. Klee | $150,000 | $195,146 | $345,146 | | Juan R. Perez3 | $156,250 | $244,041 | $400,291 |
Insider Trading Policies and Procedures
| Table of Contents | Director Compensation |
Accounting Considerations with Regard to Compensation Practices
| Bonus | Salary | Stock |
Executive Vice President and Chief Technology Officer
The stock ownership guidelines include: (i) all vested shares held in personal accounts, (ii) any unvested restricted stock, (iii) unvested restricted stock units for non-U.S.-participants, (iv) deferred shares and (v) shares held in retirement accounts. 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 these guidelines. As of December 31, 2025, each of the named executive officers has met their required stock ownership described above (including any shares deferred pursuant to the deferred compensation plan). As of January 31, 2026, our directors and executive officers as a group owned approximately 0.6% of our common stock. Clawback Policy Our Board of Directors maintains a Clawback Policy that is administered by the Compensation Committee. The Clawback Policy requires the Company to reasonably promptly recoup certain incentive-based compensation (without regard to taxes paid) that was erroneously awarded or paid to executive officers during the applicable three-year recovery period upon the Board, a Committee of the Board, or the officers of the Company concluding that the Company is required to prepare an accounting restatement of the Company’s financials as a result of material noncompliance by the Company under applicable securities laws. Incentive-based compensation potentially subject to recovery under the mandatory accounting restatement provisions of the Clawback Policy is generally limited to any compensation granted, earned or vested based wholly or in part on the attainment of one or more financial reporting measures. The Clawback Policy does not condition such clawback on the fault of the executive officer, but the Company is not required to recover amounts in limited circumstances set forth in the Clawback Policy where the Compensation Committee has made a determination that recovery would be impracticable. Operation of the mandatory accounting restatement provisions of the Clawback Policy is subject to a brief phase-in process during the first few years after its effectiveness. The Company may not indemnify any such executive officer against the loss of such recovered compensation in the event of a mandatory accounting restatement. The Clawback Policy is intended to comply with the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act and related SEC and NYSE implementing rules. Prohibition on Hedging The Company considers it improper and inappropriate for any of its directors and officers, including the named executive officers, to engage in short-term or speculative transactions in Wabtec securities or in other transactions that may (i) lead to inadvertent violations of insider trading laws, (ii) reduce an officer’s or director’s incentive to improve Wabtec’s performance, (iii) focus the officer’s or director’s attention on short-term performance at the expense of long-term objectives or (iv) otherwise engage in transactions to hedge or offset any decrease in the market value of Wabtec’s stock. To that end, the Company has adopted and maintains a policy covering transactions involving all Wabtec stock held by its officers or directors, including but not limited to stock held directly or indirectly by such officer or director and stock or other equity granted to an officer or director as part of their compensation.
Executive Vice President and Chief Technology Officer
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)1 | Non-Equity Incentive Plan Compensation ($)2 | Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)3 | All Other Compensation ($)5 | Total ($) | | Rafael Santana President and Chief Executive Officer | 2025 | 1,400,000 | 20,027,022 | 4,724,580 | | 29,859 | 26,181,461 | | | 2024 | 1,325,000 | 14,988,497 | 4,637,500 | | 23,322 | 20,974,319 | | | 2023 | 1,325,000 | 10,655,185 | 3,485,178 | | 27,877 | 15,493,240 | | John Olin Executive Vice President and Chief Financial Officer | 2025 | 810,000 | 3,657,612 | 1,562,004 | 5,669 | 34,761 | 6,070,046 | | | 2024 | 785,000 | 3,476,770 | 1,570,000 | 5,953 | 28,224 | 5,865,948 | | | 2023 | 765,000 | 2,523,752 | 1,257,623 | 2,427 | 30,597 | 4,579,399 | | David L. DeNinno Executive Vice President, General Counsel and Secretary | 2025 | 705,000 | 2,325,771 | 1,359,522 | | 64,153 | 4,454,446 | | | 2024 | 680,000 | 1,827,157 | 1,360,000 | | 60,123 | 3,927,280 | | | 2023 | 650,000 | 1,388,053 | 854,855 | | 56,846 | 2,949,754 | | Pascal Schweitzer4 President, Transit | 2025 | 712,318 | 2,172,731 | 1,373,635 | | 258,965 | 4,517,649 | | | 2024 | 600,813 | 1,674,126 | 1,201,625 | | 184,064 | 3,660,629 | | | 2023 | 581,478 | 1,716,155 | 1,025,795 | | 398,159 | 3,754,634 | | Eric Gebhardt Executive Vice President and Chief Technology Officer | 2025 | 665,000 | 1,659,943 | 1,282,386 | | 185,648 | 3,792,978 | | | 2024 | 645,000 | 1,472,211 | 1,290,000 | | 93,391 | 3,500,602 | | | 2023 | 625,000 | 858,130 | 1,027,470 | | 36,110 | 2,546,710 |
Executive Vice President and Chief Technology Officer
| Year | Summary Compensation Table Total for PEO1 ($) | 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)7 | EPS8 ($) | | | | | | | Total Shareholder Return5 ($) | 2025 Peer Group Total Shareholder Return6 ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 26,181,461 | 45,529,360 | 4,708,780 | 7,329,519 | 300 | 179 | 1,170 | 9.16 | | 2024 | 20,974,319 | 63,012,160 | 4,742,181 | 10,119,401 | 251 | 193 | 1,056 | 7.56 | | 2023 | 15,493,240 | 26,664,494 | 3,457,624 | 5,595,542 | 167 | 159 | 815 | 5.92 | | 2022 | 11,685,472 | 14,962,045 | 2,629,586 | 3,049,535 | 131 | 135 | 633 | 4.86 | | 2021 | 11,027,238 | 15,961,883 | 3,806,454 | 3,565,170 | 120 | 150 | 558 | 4.26 |
Executive Vice President and Chief Technology Officer
| Table of Contents | Pay Versus Performance |
Executive Vice President and Chief Technology Officer
| Pay Versus Performance | Table of Contents |
Executive Vice President and Chief Technology Officer
| Table of Contents | Pay Versus Performance |