WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP

Roles and Responsibilities

Peer Group

Our philosophy is to position target total compensation opportunity within a reasonable range of the median of that paid to executives of our Peer Group with similar responsibilities. To ensure that the Company is able to attract and retain highly talented executives, the Company benchmarks executive compensation using a reputable compensation survey of similar-sized companies and also uses available proxy disclosure compensation information for a group of similar-sized manufacturing companies. This Peer Group provided insights to the Compensation Committee as it made compensation decisions for 2024.

Our Peer Group represents a group of manufacturing companies who generally align with the following criteria:

•large industrial companies in Global Industry Classification Standard (“GICS”) sectors generally representing machinery, electrical equipment, auto components, aerospace and defense, and road and rail;

•revenues that range from approximately 0.4 to 2.5 times that of the Company;

•market capitalization of 0.25 to 4.0 times the Company; and

•capital-intensive businesses.

The 2024 Peer Group is largely the same as the 2023 Peer Group, except that BorgWarner Inc. and Terex Corporation were removed from the Peer Group and Jacobs Solutions Inc. and Snap-on Incorporated were added to the Peer Group. The Compensation Committee believes that these minor refinements resulted in a Peer Group that better reflects the Company's evolving business and executive talent market. This Peer Group was used in making 2024 compensation decisions:

Note that for the 2024-2026 performance units that were granted to the NEOs as part of the 2024 long-term incentive compensation awards, the Company utilized the XLI index and not its Peer Group for purposes of the relative total stockholder return portion of that award. See the Long-term Incentive Compensation section below for additional detail.

Wabtec Peer Comparison

The table below summarizes key scoping factors for the Company in relation to companies comprising the Peer Group. At the time the Compensation Committee reviewed comparative pay data in September 2023, median trailing twelve-month (“TTM”) revenues as of September 2023 for this array of companies was $12.7 billion and median market capitalization as of September 2023 was $26.1 billion, as compared to TTM revenues and market capitalization for Wabtec of $9.0 billion and $19.0 billion, respectively.

In July 2024, the Compensation Committee, with the assistance of its independent consultant, reviewed the Peer Group and decided that no changes were warranted. The compensation data from this Peer Group was utilized in setting 2024 target total executive compensation opportunities and will be utilized in 2025 for the same purpose.

Executive Transition

Ms. Theophilus notified us in March 2024 that she was leaving the Company to pursue another opportunity, and she voluntarily resigned from her position as Executive Vice President, Chief Human Resources Officer, effective April 26, 2024. As a result of her resignation, Ms. Theophilus forfeited 20,780 unvested shares of her outstanding equity awards, including the annual grant of restricted stock and performance units made in March 2024. SEC rules require that we include the grant date fair value of those March 2024 grants as 2024 compensation in the Summary Compensation Table, even though they were forfeited in the same year as grant. See footnote 1 to the Summary Compensation Table for additional details.

Ms. Theophilus entered into an agreement with the Company in March 2024 to facilitate the transition of her duties and responsibilities in connection with her departure. Under that agreement, she received a retention bonus of $250,000 for remaining actively employed through April 26, 2024 and for providing us with a release of claims.

Effective July 1, 2024, Ms. Theophilus was rehired as Executive Vice President, Chief Administrative Officer. The stock compensation terms of her rehire included 14,204 target performance units to be earned based upon the achievement of the financial performance goals established for the 2024-2026 Wabtec performance units described in more detail below under “Long-Term Incentive Compensation.” This award reflected the target number of performance units forfeited by Ms. Theophilus upon her resignation. At the time of her departure, all of these forfeited performance unit awards were tracking for payouts well above target based on superior performance, including the 2022-2024 performance units awards that paid out at 183.8% of target, as discussed below. However, in connection with her re-hire grant, all above-target in-cycle performance units were eliminated and the new award was re-set to target and is subject to forward performance for 2024-2026.

The stock compensation terms of Ms. Theophilus’ rehire included 2,193 restricted shares that have a 3-year cliff vest, which reflects 1/3 the number of shares of restricted stock she forfeited in connection with her resignation. Her rehire offer letter also provides for contingent future awards for 2,192 restricted shares in each of 2025 (with a 2-year cliff vest) and 2026 (with a 1-year cliff vest).

As required by SEC rules, the grant date fair value of these two new hire grants (the performance units and shares of restricted stock) is included as 2024 compensation in the Summary Compensation Table.