WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP
For the period ended May 12, 2026. Filed Mar 31, 2026.
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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 12, 2026 · Filed Mar 31, 2026
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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 2026 annual meeting of stockholders of Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, on May 12, 2026, at 12 p.m. Eastern Time. The meeting will be held virtually via live audio webcast at www.virtualshareholdermeeting.com/WAB2026.You may attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/WAB2026, where you will be able to vote electronically and submit questions. To join the meeting, please use the 16-digit control number included on your proxy card.For more than 155 years, Wabtec has been at the forefront of developing innovative technologies that continue to transform the global rail industry. Our unique portfolio addresses some of the world’s most critical challenges—enhancing efficiency, improving safety, and contributing positively to communities and the planet.With 2025 behind us, I would like to take this opportunity to reflect on how the Wabtec Board of Directors has continued to work on your behalf. As stewards of your investment, the Board is responsible for understanding stockholder perspectives, overseeing material risks, and providing long-term guidance aligned with Wabtec’s strategic vision.Your Board is composed of leaders with extensive experience in global corporate strategy, the rail industry, technology and innovation, risk management, corporate finance, and regulatory and compliance matters. Wabtec remains committed to maintaining a contemporary Board, with ongoing refreshment to ensure that our collective expertise aligns with the Company’s long-term growth opportunities, risk oversight, and value creation objectives. We believe diversity of experience and perspective supports effective decision-making and strengthens oversight of business strategy, innovation, and risk management.Our Board also remains deeply committed to engaging directly with our stockholders. In 2025, representatives of Wabtec management conducted meetings focused on strategy, governance, sustainability, and social topics with stockholders representing 77% of shares outstanding. This ongoing engagement provides valuable perspective and helps strengthen the Company.Wabtec continues to develop solutions and technologies that will drive the rail industry - and the broader transportation landscape - toward a more efficient, sustainable future. I have the utmost confidence in the direction of the Company and in the leadership team that will guide it forward. On behalf of the entire Board, I am encouraged by Wabtec’s progress and excited for what lies ahead.
This year’s Annual Meeting is particularly meaningful for me, as it will mark my final meeting as Chairman before I retire from the Board. It has been an honor to serve Wabtec and its stockholders, and I am deeply proud of the Company’s accomplishments and the strength of its leadership. I leave with full confidence that Wabtec is well positioned for continued success.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 you choose, we encourage you to vote so that enough shares are represented to conduct the business of the Annual Meeting. Voting in advance does not affect your right to vote if you choose to attend the meeting virtually.Sincerely yours,Albert J. NeupaverChairman of the BoardMarch 31, 2026
Notice of 2026 Annual Meeting
WHEN:May 12, 2026at 12 p.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 2029 | aFOR | 8 |
| 2 | Approve an advisory (non-binding) resolution to approve the 2025 named executive officer compensation | aFOR | 34 |
| 3 | Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2026 fiscal year | aFOR | 66 |
| 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 16, 2026 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 SecretaryMarch 31, 2026 | |||
YOUR VOTE IS IMPORTANTPlease vote over the Internet, by telephone, by requesting a proxy card or vote while attending the Annual Meeting.
Company Overview
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.
| GLOBAL IMPACT | |||
|---|---|---|---|
| PRODUCTS THAT SPAN MORE THAN 100 COUNTRIES | $11.17B2025 Revenues | ~31KGlobal Employees | 50+Countries with Wabtec operations |
| FORTUNE 500 COMPANY | ~24.6KGlobal locomotives in our installed base | 7K+Over 7,000 Patents | |
| 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 |
| 2026 Proxy Statement | / | 1 |
|---|
Table of Contents
| 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 1Election 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 |
| 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 |
| 2 | / | 2026 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.