WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP
For the period ended May 15, 2025. Filed Apr 3, 2025.
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May 15, 2025 · Filed Apr 3, 2025
Contents
Summary Compensation Table
| Name and Principal Position | Year | Salary ($)1 | Bonus2 | StockAwards ($)3 | Non-EquityIncentive PlanCompensation($)4 | Change inPension Valueand Non-QualifiedDeferredCompensationEarnings5 | AllOtherCompensation($)7 | Total($) |
|---|---|---|---|---|---|---|---|---|
| Rafael SantanaPresident 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 OlinExecutive 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. DeNinnoExecutive 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 Schweitzer6President, 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 TheophilusExecutive Vice President and Chief Administrative Officer | 2024 | $448,365 | $250,000 | $3,854,882 | $896,383 | $22,418 | $42,820 | $5,514,868 |
(1)Ms. Theophilus resigned on April 26, 2024, and was rehired July 1, 2024. Reflects salary prorated for 82% of the year.
(2)The amount in the bonus column for Ms. Theophilus represents a one-time retention bonus payment of $250,000 for facilitating the transition of duties and responsibilities of CHRO and for remaining actively employed through April 26, 2024.
(3)Reflects the aggregate grant date fair value dollar amount computed in accordance with FASB ASC Topic 718 (“ASC 718”), related to the awards of a) restricted stock made to the named executive officers in March 2024 under the 2011 Stock Incentive Plan; and b) performance units granted to the named executive officers in 2024 for the 2024-2026 performance period. The value of the 2024 performance units awards set forth in the table above is based on probable achievement of the applicable target performance goals. The value of that award based on achievement of maximum performance level would be: for Mr. Santana – $17,986,197; for Mr. Olin - $4,172,068; for Mr. DeNinno – $2,192,588; for Mr. Schweitzer - $2,008,952; and for Ms. Theophilus - $1,527,472. For Ms. Theophilus, this column reflects the aggregate grant date fair value dollar amount computed in accordance with ASC 718 related to the awards of restricted stock and performance units granted both in March 2024, which were forfeited when she resigned in April 2024, and in July 2024 upon her rehire. SEC rules require including the value of the March 2024 awards, even though those awards were forfeited. Their aggregate grant date fair value was $3,854,882. Had this column shown only the aggregate grant date fair value of the July 2024 re-hire awards, the amount in this column for Ms. Theophilus would have been $2,582,036. The value of the July 2024 performance units was based on probable achievement of the applicable target performance goals, and those performance units would have had a value assuming maximum performance of $4,473,408.
(4)Reflects amounts earned by the named executive officers for fiscal years 2024, 2023, and 2022 under Wabtec’s annual incentive award plan. Payment of bonuses earned for 2024 performance was made in March 2025.
(5)Amount disclosed for Mr. Olin represents the above-market earnings on his 2024 account balance under the deferred compensation plan, which earned a return for the year based on the prime rate plus 1%, (total of 8.75%).
(6)For Mr. Schweitzer, all compensation amounts paid in CHF were converted to U.S. dollars using the exchange rate in effect as of the last day of the fiscal year (1.10705 CHF/USD).
| 60 | / | 2025 Proxy Statement |
(7)The following table sets forth a detailed breakdown of the items which compose “All Other Compensation” for each named executive officer in 2024:
| TaxEqualizationPayments · Pensioncontribution · Social,HealthClub Duesand OtherPerks · CompanyMatchingContributionto 401(k)Plan · ImputedGroupTerm LifeInsurancePremiumPayments · ExecutivePhysicals | |||||||
|---|---|---|---|---|---|---|---|
| Rafael Santana | 2024 | $0 | $0 | $0 | $20,700 | $2,622 | $0 |
| John Olin | 2024 | $0 | $0 | $0 | $20,700 | $7,524 | $0 |
| David L. DeNinno | 2024 | $0 | $0 | $18,716 | $20,700 | $14,434 | $6,273 |
| Pascal Schweitzera | 2024 | $34,805 | $133,761 | $15,498 | $0 | $0 | $0 |
| Nicole Theophilus | 2024 | $0 | $0 | $13,822 | $20,700 | $1,703 | $6,595 |
(a)Prior to 2024 Mr. Schweitzer was an expatriate and provided additional annual benefits tied to his assignment .While the majority of those benefits have ceased, Mr. Schweitzer continues to be provided with any trailing tax equalization assistance to eliminate any adverse tax impact due to his overseas assignment.
| 2025 Proxy Statement | / | 61 |
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