BORGWARNER INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )

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☐ Preliminary Proxy Statement

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☑ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

BorgWarner Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):

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☐ Fee paid previously with preliminary materials

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

In 2024, BorgWarner Inc. (“BorgWarner” or the “Company”) achieved revenue of approximately $14.1 billion. Our ability to deliver strong financial results in the face of high interest rates and a volatile end market was due to BorgWarner’s resilience and strong diversification across products, customers, and regions. In addition, the Company focused on controlling costs, driving toward mid-teens incremental margins, and generating cash to invest in our business to support our expected long-term profitable growth. These actions allowed us to return approximately $500 million to stockholders in the form of dividends and share repurchases.

Key business highlights achieved include:

Leadership Transitions

As previously announced, our Company prepared for and implemented key leadership changes in 2024. At the close of business on February 6, 2025, Frédéric B. Lissalde retired from his role as the Company’s President and Chief Executive Officer and resigned as a member of the Board of Directors (“Board”). We thank Mr. Lissalde for leading the Company through many transformative transactions, including the acquisition of Delphi Technologies PLC in 2020 and the spin-off of the Company’s former Fuel Systems and Aftermarket segments into a separate, publicly traded company, PHINIA Inc. (“PHINIA”). These strategic actions, among others, have resulted in the resilient product portfolio we have, and we believe it is well positioned for profitable growth.

As part of its succession planning, the Board appointed Joseph F. Fadool as President and Chief Executive Officer of the Company and a member of the Board effective at the close of business on February 6, 2025. Mr. Fadool brings extensive leadership experience, having served as President of four business units, most recently as the Company’s Chief Operating Officer since July 1, 2024.

On March 1, 2024, Craig D. Aaron succeeded Kevin A. Nowlan as the Company’s Executive Vice President and Chief Financial Officer. Mr. Aaron held a number of leadership positions in accounting and finance throughout his 15-year tenure at BorgWarner, including Controller and Treasurer of the Company.

*Adjusted Operating Margin and Free Cash Flow are non-GAAP measures. Reconciliations to comparable GAAP measures for AOM and FCF can be found in the Appendix.

A Resilient Portfolio That We Believe is Well Positioned for Growth

While the automotive industry continues to see volatility, which varies by region, we believe our broad product portfolio of electric, hybrid, and combustion vehicle technology is well positioned for profitable growth. Our product portfolio is a result of our long-term investment strategy, which includes taking a disciplined approach to our mergers, acquisitions, and divestitures activity and pursuing opportunities that fit from a strategic and financial perspective.

*Foundational Products include products used on internal combustion engines plus those products and components that are also included in hybrid powertrains. eProducts are products utilized on electric vehicles (“EVs”) plus those products that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in or for EVs.

Dear Fellow Stockholder:

On behalf of the Board of Directors (“Board”) and the management of BorgWarner, we invite you to attend the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) at our world headquarters located at 3850 Hamlin Road, Auburn Hills, Michigan 48326, on Wednesday, April 30, 2025, at 9:00 a.m., local time, for the following purposes:

Your Vote is Important!

You can submit your vote by:

-800-690-6903 and follow the instructions.​

TelephoneCall us free of charge at 1-800-690-6903 and follow the instructions.

InternetAccess the internet, go to www.proxyvote.com, and follow the instructions.

MailVote by mail by requesting a paper copy of the materials, which will include a proxy card. See page 78 for instructions on how to receive a paper copy of our proxy materials.

In PersonIf you attend the meeting, you may vote in person if you wish to do so, even if you have previously submitted your proxy.

Only stockholders of record at the close of business on March 3, 2025, are entitled to vote at the Annual Meeting or any adjournment or postponement thereof.

Please read the attached proxy statement carefully as it describes in greater detail the matters to be acted upon and your voting rights with respect to those matters. The proxy card delivered to stockholders is solicited by the Board.

Along with the attached proxy statement, we are providing you with a copy of our Annual Report on Form 10-K for our fiscal year ended December 31, 2024.

Stockholders should not regard our Annual Report on Form 10-K, which includes our audited financial statements, as proxy solicitation material.

By Order of the Board,

Tonit M. Calaway

Executive Vice President, Chief Administrative Officer,

General Counsel and Secretary

March 19, 2025

Auburn Hills, Michigan

This summary of ballot items provides information that you should consider before voting on the proposals presented at this year’s Annual Meeting. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Director Nominee Demographics

It is a top priority of our Board and Corporate Governance Committee that our directors possess the expertise, knowledge, and qualifications necessary to effectively represent the long-term interests of the Company and our stockholders. The Corporate Governance Committee regularly reviews and updates, as needed, the skills and attributes (see page 21) that they believe are needed to guide the Company.

We also focus on-board refreshment because we believe that fresh perspectives of newer directors blended with the institutional knowledge of longer-tenured directors is crucial for innovation. Since 2020, we have added five new directors to our Board.

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Corporate Governance Highlights

Proxy Stockholder Engagement

At BorgWarner, we recognize the significance of stockholders’ voices. That is why we have a longstanding practice of listening to our stockholders and incorporating their feedback into our governance practices. As part of BorgWarner’s annual engagement program, and in preparation for the 2025 proxy season, our management conducted extensive outreach with our stockholders during the fourth quarter of 2024.

*As of September 15, 2024

Our proxy-related stockholder engagement consists of three activities: off-season direct stockholder engagement prior to the filing of the proxy statement; engagement leading up to the Annual Meeting; and post-Annual Meeting assessment.

We shared and discussed with the full Board the stockholder feedback. Topics we discussed with stockholders included, among other things, executive compensation; environmental, social, and governance (“ESG”) initiatives; human capital management; and Board composition, skills, and experience. Engagement with our stockholders is a valuable source of input for our Board and management team and has helped to inform decisions on topics we have discussed.

Because the Company’s 2023 executive compensation program received support from 72.9% of the stockholders voting at the 2024 Annual Meeting of Stockholders, we spent a significant portion of these meetings discussing executive compensation. Please refer to page 39 for more details on the executive compensation topics discussed. Based on stockholder feedback encouraging the disclosure of any changes to executive compensation, the Company added the “Looking Ahead to 2025” section to Proposal 2 (see pages 45, 49, and 52) discussing changes to the compensation peer group, the Management Incentive Plan (“MIP”), which is our cash-based annual incentive plan for executives, for 2025 as well as metrics underlying the 2025–2027 performance share awards.

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Why Should You Vote in Favor of Our Say-on-Pay Proposal?

A strong link between pay and performance

Despite the significant market volatility we faced in 2024, the Company performed well. As a result of strong sales and margin performance, we delivered results above the top end of the guidance for both Adjusted Operating Margin and Free Cash Flow that we disclosed in February 2024.

Management Incentive Plan

For purposes of the Management Incentive Plan (“MIP”), which is our cash-based annual incentive plan for executives, the Company achieved the following performance results:

With a 50% weighting for each of these two metrics, the result was a combined payout of 200% of target under the 2024 MIP prior to the application of the performance modifier.

Although the Compensation Committee was pleased with both the financial and the non-financial performance of the Company, 2024 was a challenging year within the automotive industry. Despite strong adjusted operating margins and free cash flow, as well as returning $500 million in share repurchases and dividends, the Company, along with many of its peers, did not achieve a positive return for stockholders during 2024. Accordingly, the Compensation Committee utilized the performance modifier to reduce the MIP payout by 10% of the MIP target for each of the NEOs and other senior executives.

As a result of the Compensation Committee applying the negative 10% performance modifier adjustment, the overall payout under the 2024 MIP plan was 190% of target.

Long-Term Equity Incentive Plan

In addition to the strong financial performance highlighted above, the Company also performed well on the Long-Term Equity Incentive Plan metrics underlying the 2022–2024 performance period, as follows:

*Adjusted Operating Margin and Free Cash Flow are non-GAAP measures. Reconciliations to comparable GAAP measures for AOM and FCF can be found in the Appendix.

With a 25% weighting for each of these metrics, the result was a combined payout of 131% of target under the 2022–2024 performance shares.

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Executive Compensation Objectives

The objectives of our executive compensation program are to:

2024 CEO Target Direct Compensation

Stockholder Engagement

We regularly meet with our investors to discuss our compensation practices, seek their feedback, and respond to any feedback shared with us. The Company’s 2023 executive compensation program received stockholder support and was approved, on an advisory basis, by 72.9% of stockholders voting on the proposal at the 2024 Annual Meeting of Stockholders. During our stockholder engagement calls in December 2024, the Company spoke at length about executive compensation. Please refer to page 39 for more details on topics discussed.

In response to stockholder feedback encouraging disclosure of any changes to executive compensation, the Company added the “Looking Ahead to 2025” section to Proposal 2 (see pages 45, 49, and 52) discussing changes to the compensation peer group, the MIP plan for 2025 as well as metrics underlying the 2025–2027 performance share awards.

We continue to refine our executive compensation program to ensure it is consistent with our short-term and long-term strategies. For information on our 2024 executive compensation, please see page 46.

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We will also act upon any other business that may properly come before the Annual Meeting and any adjournments or postponements of that meeting.

Our Board or proxy holders will use their discretion on other matters that may arise at the Annual Meeting.

Important Notice Regarding the Availability of Proxy Materials for Our Annual Meeting to Be Held on Wednesday, April 30, 2025We have elected to furnish materials for the Annual Meeting via the internet. Beginning on or about March 19, 2025, we will mail a notice of internet availability to most of our stockholders containing instructions on how to access the proxy materials and vote online. All other stockholders will be sent a copy of our proxy materials by mail or e-mail on or about March 19, 2025. See your proxy card or page 78 for more information on how you can elect to receive your proxy materials over the internet or by e-mail if you received them by mail this year.

Our Approach and Commitments

BorgWarner is a transformative global product leader delivering innovative andsustainable mobility solutions. Our sustainability strategy aligns with our vision of a clean, energy-efficient world. Our broad product portfolio allows us to capitalize on whichever market segment grows, whether it is electric, hybrid, or combustion. These products and components help drive toward a lower-carbon future by improving vehicle efficiency and/or reducing emissions in combustion and hybrid vehicles or enabling EVs.

Our Board oversees our sustainability strategy, with each Board committee having clearly defined responsibilities for specific ESG activities, risks, and opportunities, as follows:

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Sustainability Highlights

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Additional Sustainability and Other InformationTo ensure transparency for all stakeholders, our reporting regarding sustainability matters is aligned with SASB, TCFD, and GRI frameworks. For more information, please refer to the Company’s Sustainability Report available on the Company’s website at www.borgwarner.com/company/sustainability. We anticipate the Company’s 2025 Sustainability Report will be issued later in 2025. In this Proxy Statement, we refer to additional materials or information available on or through our website. We do that for informational purposes only. In each case, we are not incorporating the content of our website in this Proxy Statement.