WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORP
For the period ended May 12, 2026. Filed Mar 31, 2026.
View on SEC.govAbout this filing
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
Contents
Pay Versus Performance Table
2025 Pay Versus Performance Table
| Year · SummaryCompensationTable Total for PEO1($) · CompensationActuallyPaid to PEO2($) · AverageSummaryCompensationTable Totalfor Non-PEONEOs3($) · AverageCompensationActually Paidto Non-PEO NEOs4($) · Value of InitialFixed $100 InvestmentBased On: · Net Income($ millions)7 · EPS8($) | ||||||||
|---|---|---|---|---|---|---|---|---|
| TotalShareholderReturn5($) · 2025 Peer Group Total ShareholderReturn6($) | ||||||||
| (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) |
| 2025 | 26,181,461 | 45,529,360 | 4,708,780 | 7,329,519 | 300 | 179 | 1,170 | 9.16 |
| 2024 | 20,974,319 | 63,012,160 | 4,742,181 | 10,119,401 | 251 | 193 | 1,056 | 7.56 |
| 2023 | 15,493,240 | 26,664,494 | 3,457,624 | 5,595,542 | 167 | 159 | 815 | 5.92 |
| 2022 | 11,685,472 | 14,962,045 | 2,629,586 | 3,049,535 | 131 | 135 | 633 | 4.86 |
| 2021 | 11,027,238 | 15,961,883 | 3,806,454 | 3,565,170 | 120 | 150 | 558 | 4.26 |
(1)The dollar amounts reported in column (b) are the amounts of total compensation reported for Rafael Santana (our Principal Executive Officer ”PEO“) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.”
(2)The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Santana, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Santana during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Santana’s total compensation for the most recent fiscal year to determine the compensation actually paid (see our prior proxy statements for adjustments made for prior years in the table above):
| Year | Reported SummaryCompensation TableTotal for PEO($) | Reported Value ofEquity Awardsa($) | Equity AwardAdjustmentb($) | CompensationActually Paidto PEO($) |
|---|---|---|---|---|
| 2025 | 26,181,461 | (20,027,022) | 39,374,921 | 45,529,360 |
(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for the most recent fiscal year.
| 62 | / | 2026 Proxy Statement |
| Table of Contents | Pay Versus Performance |
|---|
(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to calculate fair values did not materially differ from those disclosed at the time of grant. The amounts deducted or added in calculating the equity award adjustments for the most recent fiscal year are as follows:
| Year | Year EndFair Valueof EquityAwards Granted During the Covered Year($) | Year over YearChange inFair Value ofOutstandingand UnvestedEquity Awards($) | Fair Valueas of VestingDate ofEquity AwardsGranted andVestedin the Year($) | Year over YearChange inFair Value ofEquity AwardsGranted inPrior Yearsthat Vestedin the Year($) | Fair Valueat the Endof the PriorYear ofEquityAwardsthat Failedto MeetVestingConditions inthe Year($) | Value ofDividendsor otherEarnings Paidon Stock orOptionAwards notOtherwiseReflected inFair Valueor TotalCompensation($) | TotalEquityAwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | 30,584,358 | 7,997,979 | — | 708,535 | — | 84,049 | 39,374,921 |
(3)The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Santana, who has served as our CEO since July 2019) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Santana) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025, John Olin, David L. DeNinno, Pascal Schweitzer, and Eric Gebhardt; (ii) for 2024, John Olin, David L. DeNinno, Pascal Schweitzer, and Nicole Theophilus; (iii) for 2023, John Olin, David L. DeNinno, Pascal Schweitzer, and Eric Gebhardt; (iv) for 2022, John Olin, David L. DeNinno, Pascal Schweitzer, and Eric Gebhardt, and (v) for 2021, John Olin, David L. DeNinno, Pascal Schweitzer, Eric Gebhardt, Patrick D. Dugan.
(4)The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Santana), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Santana) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Santana) for the most recent fiscal year to determine the compensation actually paid, using the same methodology described above in Note 2:
| Year | Average Reported SummaryCompensation TableTotal for Non-PEO NEOs($) | Average ReportedValue of EquityAwards($) | Average EquityAward Adjustmentsa($) | Average CompensationActually Paidto Non-PEO NEOs($) |
|---|---|---|---|---|
| 2025 | 4,708,780 | (2,454,014) | 5,074,754 | 7,329,519 |
(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:
| Year | AverageYear End FairValue ofEquity Awards Granted During the Covered Yeara($) | Year overYear AverageChange inFair Value ofOutstandingand UnvestedEquity Awards($) | Average FairValue asof VestingDate ofEquity AwardsGranted andVested inthe Year($) | Year overYear AverageChange in FairValueof EquityAwardsGranted inPrior Yearsthat Vestedin the Year($) | Average FairValue at theEnd of the PriorYear of EquityAwards thatFailed toMeet VestingConditionsin the Year($) | Average Valueof Dividendsor otherEarnings Paidon Stock orOption Awardsnot OtherwiseReflected inFair Valueor TotalCompensation($) | TotalAverageEquity AwardAdjustments($) |
|---|---|---|---|---|---|---|---|
| 2025 | 3,747,679 | 1,207,049 | — | 111,001 | — | 9,025 | 5,074,754 |
(5)Cumulative TSR for the Company is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period based on a deemed fixed investment of $100 at the beginning of such period.
(6)Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The 2025 Peer Group is the same as the 2024 Peer Group. The peer group used for this purpose is our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, CSX, Dover, Eaton Corporation, Emerson Electric, Illinois Tool Works, Ingersoll-Rand, Jacobs Solutions, Norfolk Southern, Oshkosh, Parker-Hannifin Corporation, Rockwell Automation, Snap-On Inc, Stanley Black & Decker, Textron, Timken Company, Transdigm Group, and Xylem.
(7)The dollar amounts reported in this column represent the amount of net income reflected in the Company’s audited financial statements for the applicable fiscal year.
(8)EPS means our “adjusted earnings per diluted share” calculated as U.S. GAAP earnings per diluted share, adjusted for non-cash amortization expense and certain restructuring costs. This is a non-GAAP financial measure. See page A-1 for a reconciliation to the most directly comparable financial measure calculated under GAAP.
| 2026 Proxy Statement | / | 63 |
|---|
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.