WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP
For the period ended May 15, 2025. Filed Apr 3, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 15, 2025 · Filed Apr 3, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under sec.240.14a-12 |
WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION
(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 the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | 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. |
Letter from the Chair
Dear Stockholder:We invite you to attend the 2025 annual meeting of stockholders of Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, on May 15, 2025 at 11:30 a.m. Eastern Time virtually, via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/WAB2025You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/WAB2025, where you will be able to vote electronically and submit questions. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.For more than 150 years, Wabtec has been at the forefront of developing innovative solutions and technologies that have transformed the global rail industry. The Company's unique portfolio addresses some of the world's most critical challenges to improve efficiency, safety and make a positive impact on people and the planet. With 2024 behind us, I would like to take the opportunity to discuss how the Wabtec Board of Directors has worked on your behalf. As members on the Board, we have a duty to understand the perspectives of our stockholders, provide oversight of material risks and provide long-term guidance to the Company's strategic vision. Your Board is comprised of leaders with extensive global corporate strategy, rail industry, risk management, technology and innovation, corporate finance, regulatory and compliance experience. Wabtec seeks to maintain a contemporary Board and is committed to refreshment to ensure leadership expertise in areas that are critical to long-term business growth, risk oversight and to support future value creation. We believe a variety of perspectives facilitates effective decision making, helps drive long-term value, and encourages different views on risk management, business strategy and innovation. During my time at Wabtec, I’ve had the privilege to work alongside Bill Kassling as Vice Chair and former President and CEO of Wabtec. After decades of leadership, Mr. Kassling will not stand for reelection at this Annual Meeting. We thank Mr. Kassling for his many years of service and wish him well in his retirement. The Board remains committed to providing best-in-class governance and strategic leadership to the Board. As such, I am pleased to welcome Juan Perez as a member of the Board of Directors and a nominee for election to the Board by our stockholders in 2025. Mr. Perez is a 30+ year corporate veteran with experience leading global teams with extensive expertise in logistics, technology, information security, data analytics and artificial intelligence. We are confident that the leadership team along with our Board of Directors will continue to lead the Company while driving long-term value for the Company’s shareholders. We note that:•Six of nine continuing directors joined the board in the last six years.•Eight of nine continuing directors have served in senior leadership roles and/or on the Boards of significantly sized publicly traded companies.
| 2025 Proxy Statement | / | 1 |
|---|
Your Board is committed to engaging directly with the Company's stockholders. In 2024, representatives of Wabtec management held meetings dedicated to strategy, governance, sustainability and social topics with stockholders representing 77% of shares outstanding. The strong engagement and continued open dialogue with our stockholders help make the Company stronger. The Company is continuing to invent solutions and technologies that will drive the industry and the world toward a more efficient and sustainable future. I have the utmost confidence in where the Company is headed. I speak for the entire Board when I say I am highly encouraged by Wabtec’s progress and eager to see all it will accomplish.Whether or not you plan to attend the virtual Annual Meeting, please cast your vote by proxy over the Internet by following the instructions provided in the Notice, by telephone or by requesting a paper proxy card to sign, date and return by mail. Regardless of the method used, please vote your shares so that enough shares are represented to allow us to conduct the business of the Annual Meeting. Voting over the Internet, by telephone or by proxy card if you request one does not affect your right to vote while you attend the virtual Annual Meeting.Sincerely yours,Albert J. NeupaverChairman of the BoardApril 3, 2025
| 2 | / | 2025 Proxy Statement |
Notice of 2025 Annual Meeting
WHEN:May 15, 2025at 11:30 a.m. ET
How to VoteYou may vote while attending thevirtual meeting or by proxy. You will need the 16-digit number included in your proxy card, voting instruction form or notice.
BY INTERNET:www.proxyvote.com
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.
Please follow the instructions on your Notice. Please vote with respect to each Notice you receive. Your vote is very important.
| Voting Items | |||
|---|---|---|---|
| Purpose · Board Recommendation · Page Reference | |||
| 1 | Elect three directors for a term of three years expiring in 2028 | aFOR | 11 |
| 2 | Approve an advisory (non-binding) resolution to approve the 2024 named executive officer compensation | aFOR | 41 |
| 3 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2025 fiscal year | aFOR | 74 |
| Misc. OtherConduct other business if properly raised · NA · NA | |||
| ProceduresIf you own stock directly, please vote by proxy over the Internet, by telephone or by requesting a proxy card.If you own stock through a bank, stockbroker or trustee, please vote by following the instructions included in the material that you receive from your bank, stockbroker or trustee.Only stockholders of record on March 19, 2025 receive notice of, and may vote at, the meeting. | |||
| How to Vote: Your vote is important. You may vote while attending the virtual meeting or by proxy. We recommend you vote by proxy even if you plan to attend the virtual meeting. You can change your vote at the virtual meeting if you are a stockholder whose shares are registered in your name. If you are a stockholder whose shares are registered in your name, you may vote your shares at the virtual meeting or by one of the three following methods:Vote by Internet, by going to the website address www.proxyvote.com and following the instructions for Internet voting shown on the website.Vote by Telephone, by dialing 1-800-690-6903 and following the instructions for telephone voting shown on the proxy card.Vote by Proxy Card, by completing, signing, dating and mailing a proxy card in the envelope provided if you requested copies of these proxy materials.If you vote by Internet or telephone, you do not need to request a proxy card.Shares registered in your name are generally covered by one Notice. If you hold shares through someone else, such as a bank, stockbroker, or trustee, you will get a Notice from them asking you to vote. Please follow the instructions on their Notice. Please vote with respect to each Notice you receive.David L. DeNinnoExecutive Vice President, General Counsel and SecretaryApril 3, 2025 | |||
YOUR VOTE IS IMPORTANTPlease vote over the Internet, by telephone, by requesting a proxy card or vote while attending the Annual Meeting.
| 2025 Proxy Statement | / | 3 |
|---|
Table of Contents
| Letter from the Chair | 1 |
|---|---|
| Notice of 2025 Annual Meeting | 3 |
| Company Overview | 5 |
| 2024 Performance Snapshot | 6 |
| Financial and Business Highlights | 6 |
| Sustainability Highlights | 6 |
| Proxy Statement Summary | 7 |
| Voting Roadmap | 7 |
| Wabtec Board of Directors at a Glance | 8 |
| Board Member Highlights | 9 |
| Elements of 2024 Target Executive Compensation | 10 |
| CEO and NEO Pay Mix | 10 |
| PROPOSAL 1Election of Directors | 11 |
| Our Board of Directors | 12 |
| Our 2025 Board Nominees | 13 |
| Director Nomination Process | 21 |
| Corporate Governance | 24 |
| Corporate Governance Highlights | 24 |
| Board Structure and Operations | 25 |
| The Board’s Oversight Role | 31 |
| Stockholder Engagement and Director Communications | 34 |
| Governance Policies and Practices | 35 |
| Sustainability | 37 |
| Oversight of Sustainability | 37 |
| Sustainability Highlights | 38 |
| Director Compensation | 39 |
| Overview | 39 |
| 2024 Director Compensation | 39 |
| PROPOSAL 2 Advisory Vote to Approve Compensation of Our Named Executive Officers | 41 |
| Compensation Discussion and Analysis | 42 |
| CD&A Table of Contents | 42 |
| Named Executive Officers | 42 |
| Executive Summary | 43 |
| Compensation Philosophy and Objectives | 45 |
|---|---|
| Executive Compensation Decision-Making Process | 46 |
| 2024 NEO Compensation | 48 |
| NEO Pay Summaries | 56 |
| Other Compensation Policies and Practices | 57 |
| Compensation and Talent Management Committee Report | 59 |
| Executive Compensation Tables | 60 |
| Summary Compensation Table | 60 |
| 2024 Grants of Plan Based Awards | 62 |
| 2024 Outstanding Equity Awards at Fiscal Year-End | 63 |
| Option Exercises and Stock Vested | 64 |
| Nonqualified Deferred Compensation | 64 |
| Potential Payments Upon Termination or Change in Control | 65 |
| Potential Payments Upon Termination and Change-in-Control Provisions | 67 |
| CEO Pay Ratio | 69 |
| Pay Versus Performance | 70 |
| 2024 Pay Versus Performance Table | 70 |
| Most Important Performance Measures for 2024 | 72 |
| Relationship of Compensation Actually Paid to Certain Measures | 72 |
| PROPOSAL 3 Ratify Independent Registered Public Accounting Firm | 74 |
| Fees to the Independent Registered Public Accounting Firm | 75 |
| Audit Committee Pre-Approval Policies and Procedures | 75 |
| Audit Committee Report | 76 |
| Common Stock Ownership | 77 |
| Questions and Answers Relating to the Annual Meeting | 79 |
| Appendix | A-1 |
| 4 | / | 2025 Proxy Statement |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.