Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Payment of Filing Fee (Check the appropriate box):

 

Notice of Annual Meeting—May 19, 2021

and Proxy Statement

 

Dear Stockholder:

We invite you to attend the annual meeting of stockholders of Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, on May 19, 2021 at 11:30 a.m. virtually, via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/WAB2021. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/WAB2021, where you will be able to vote electronically and submit questions. You will not be able to attend the Annual Meeting in person. You will need the 16-digit control number on your proxy card to attend the Annual Meeting.

This booklet includes the formal notice of the meeting and the proxy statement. Pursuant to the rules adopted by the Securities and Exchange Commission, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders. All stockholders will have the ability to access the proxy materials on a website referenced in the Notice or request a printed or e-mailed set of the proxy materials. Instructions regarding how to access the proxy materials over the Internet or to request a printed or e-mailed copy may be found in the Notice. In addition, stockholders may request proxy materials in printed or e-mailed form by mail, telephone or electronically by email on an ongoing basis.

The Notice was mailed to stockholders, and the proxy materials were first given to stockholders via Internet access, on or about April 7, 2021. On or before the time that the Notice was sent to stockholders, all materials identified in the Notice were publicly accessible, free of charge, at the website address specified in the Notice. Such materials will remain available on that website until the proxy materials for the 2022 annual meeting of stockholders are made available.

The proxy statement tells you more about the items upon which we will vote at the meeting. It also explains how the voting process works and gives information about our director candidates.

Whether or not you plan to attend the 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 in person while you attend the virtual Annual Meeting.

Sincerely yours,

 

Albert J. Neupaver

Chairman of the Board

April 7, 2021

We have provided you this booklet and proxy materials on or about April 7, 2021 because the Board of Directors of Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation (“Wabtec” or the “Company”), is soliciting your proxy to vote at the Company’s 2021 annual meeting of stockholders.

Holders of our common stock as of the close of business on March 22, 2021, the record date for this Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 189,353,670 shares of our common stock outstanding. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of common stock is entitled to one vote for each Director nominee and on each proposal.

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, you are considered a “registered stockholder” with respect to those shares and the Notice was provided to you directly by us. As the registered stockholder, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting.

Beneficial Owners. If you hold shares of our common stock in a brokerage account or by a bank or other nominee, you are considered to be the “beneficial owner” of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the registered stockholder with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock live at the Annual Meeting unless you follow your broker's procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank or other nominee will provide a voting instruction form for you to use.

We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/WAB2021. The webcast will open at 11:15 a.m. Eastern Time on May 19, 2021, and the meeting will start shortly thereafter at 11:30 am Eastern Time. Stockholders may vote and ask questions while attending the Annual Meeting online. In order to be able to attend the Annual Meeting, you will need the 16-digit control number, which is located on your Notice or proxy card (if you received a printed copy of the proxy materials).

Proposal 1. As required by Wabtec’s amended and restated bylaws, each director is to be elected by a majority of votes cast with respect to that director’s election. Each stockholder will have one vote per share to vote for each Director nominee. Abstentions and broker non-votes will have no effect on the outcome of the vote with respect to this Proposal.

Proposal 2: The approval of Proposal 2 requires a favorable vote of a majority of the shares present and entitled to vote on the Proposal. An abstention will have the same effect as a vote against this Proposal. Broker non-votes will have no effect on the outcome of the vote with respect to this Proposal.

Proposal 3: The approval of Proposal 3 requires a favorable vote of a majority of the shares present and entitled to vote on the Proposal. An abstention will have the same effect as a vote against this Proposal. Broker non-votes will have no effect on the outcome of the vote with respect to this Proposal.

Approval of any other matter that properly comes before the Annual Meeting requires the favorable vote of a majority of shares present and entitled to vote on the matter, unless the matter requires more than a majority vote under statute or our amended and restated by-laws. An abstention will have the same effect as a vote against the proposal. Broker non-votes with respect to any such proposal will have no effect on the outcome of the vote with respect to that proposal. We do not expect any business to come before the Annual Meeting other than the proposals described in this proxy statement.

If your shares are held by a broker, the broker will ask you how you want your shares to be voted. If you give the broker instructions, your shares will be voted as you direct. If you do not give instructions, one of two things can happen, depending on the type of proposal. For the ratification of the independent auditor (Proposal 3), the broker may vote your shares in its discretion. For all other proposals, the broker may not vote your shares at all if you do not give instructions.

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our amended and restated bylaws and Delaware law. The presence, in person at the virtual meeting or by proxy, of a majority of the issued and outstanding shares of our common stock entitled to vote on the Record Date will constitute a quorum at the Annual Meeting. Abstentions, withheld votes and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum. As of the record date, March 22, 2021, we had 189,353,670 shares issued and outstanding.

If you are a registered stockholder, there are four ways to vote:

If you are a beneficial owner, please follow the instructions from your broker, bank or other nominee to vote by Internet, telephone or mail. Beneficial owners may not vote via the Internet at the Annual Meeting unless they receive a legal proxy from their respective brokers, banks or other nominees.

Yes. If you are a registered stockholder, you can change your vote or revoke your proxy any time before the Annual Meeting by:

If you are a beneficial owner, you may revoke any prior voting instructions by contacting your broker, bank or nominee.

Proxies are solicited by and on behalf of our Board. Al Neupaver and David DeNinno have been designated as proxy holders by our Board. When proxies are properly dated, executed and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If no specific instructions are given, however, the shares will be voted in accordance with the recommendations of our Board as described above. If any matters not described in this Proxy Statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares on the new Annual Meeting date as well, unless you have properly revoked your proxy instructions, as described above.

With regards to Proposal 1 (election of directors) (i.e., where a broker has not received voting instructions from the beneficial owner and for which the broker does not have discretionary power to vote on a particular matter) abstentions and broker non-votes are counted as present for purposes of determining the presence of a quorum but are not considered votes cast on Proposal. For Proposal 2 and Proposal 3, an abstention will have the same effect as a vote against each applicable proposal and broker non-votes will have no effect on the outcome of the vote with respect to each Proposal. Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will have discretion to vote your shares on our sole “routine” matter, the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2021. Absent direction from you, your broker will not have discretion to vote on Proposal 1 (election of directors) or Proposal 2 (Say-On-Pay Advisory Vote), which are “non-routine” matters.

In accordance with the rules of the U.S. Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this Proxy Statement and our 2020 Annual Report, primarily via the Internet. On April 7, 2021, we mailed to our stockholders a Notice that contains instructions on how to access our proxy materials on the Internet, how to vote at the meeting and how to request printed copies of the proxy materials and 2020 Annual Report. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form 8-K within four business days after the Annual Meeting, we will provide preliminary voting results in the Current Report on Form 8-K and will provide the final results in an amendment to the Current Report on Form 8-K as soon as they become available.

The Annual Meeting will be held entirely online this year. We are excited to embrace the latest technology to provide ease of access, real-time communication and cost savings for our stockholders and our company. Hosting a virtual meeting provides easy access for our stockholders and facilitates participation because stockholders can participate from any location around the world.

Our Board is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

The Board recommends that you vote:

Under the proxy rules of the SEC, a person beneficially owns Wabtec common stock if the person has the power to vote or dispose of the shares, or if such power may be acquired, by exercising options or otherwise, within 60 days. The table below shows the number of shares of Wabtec common stock beneficially owned as of January 31, 2021 by our directors, nominees for director, Chief Executive Officer, Chief Financial Officer and the other named executive officers, and the directors and executive officers as a group. Each person has sole voting power and sole dispositive power with respect to the shares listed unless indicated otherwise. No Directors or Executive Officers have pledged Wabtec shares of stock.

The following table shows stockholders who are known to Wabtec to be beneficial owners of more than 5% of Wabtec’s common stock as of March 22, 2021.

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers to file reports of beneficial ownership and changes in beneficial ownership of Wabtec stock. Directors and officers must furnish us with copies of these reports. Based on these copies and directors’ and executive officers’ representations, we believe all directors and executive officers complied with the requirements of Section 16(a) in 2020 except each of William Kassling, Lee Foster, Erwan Faiveley and Michael Howell filed one late Form 5, and Patrick Dugan, David DeNinno, Nalin Jain, Nicole Theophilus, John Mastalerz and Pascal Schweitzer each filed one late Form 4.

 

Wabtec’s Board of Directors currently has ten members. The Board has determined that the number of Directors on the Board shall be no more than thirteen, and no less than seven. The Board is divided into three classes whose terms of office end in successive years. Linda Harty, Brian Hehir and Michael Howell, whose terms of office are expiring, have been nominated to serve for new terms ending in 2024. Erwan Faiveley notified the board on February 11, 2021 that he intended to resign from the Board in May of 2021 and did not seek to be nominated for an additional term. All nominations were made by the Nominating and Corporate Governance Committee, as further described under “The Nominating and Corporate Governance Committee” on page 20, and approved by the entire Board of Directors.

Our Corporate Governance Guidelines require our directors to possess qualities and skills necessary to oversee the management of Wabtec. The Nominating and Corporate Governance Charter establishes a commitment to find nominees for membership on the Board of Directors who are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of Wabtec. As part of this process, the Nominating and Corporate Governance Charter requires the Nominating and Corporate Governance Committee to ensure that the Board of Directors consists of individuals from diverse educational and professional experiences and backgrounds who, collectively, provide meaningful counsel to management. Under the Corporate Governance Guidelines, it is the responsibility of the Nominating and Corporate Governance Committee to establish, and from time to time review with the Board, the requisite skills and characteristics for new Board members. In assessing potential nominees, the Nominating and Corporate Governance Committee will take into account the following criteria:

With respect to nomination of continuing directors for re-election, the committee also reviews and considers each nominee’s contributions to the Board. The Nominating and Corporate Governance Committee’s process to recommend qualified director candidates is further described on page 20 under “The Nominating and Corporate Governance Committee.” As described above, and although the Board does not have a separate diversity policy, the Nominating and Corporate Governance Committee considers diversity as one of a number of factors in identifying nominees for director pursuant to its charter. The Board and the Nominating and Corporate Governance Committee believe it is essential that the Board members represent diverse backgrounds. In considering nominees for director, the Nominating and Corporate Governance Committee conducts inquiries into the background and qualifications of possible candidates and actively recruits qualified individuals. The Nominating and Corporate Governance Committee assesses the effectiveness of its approach as part of the annual review of its charter and the Corporate Governance Guidelines and as part of its annual review of the effectiveness of the Board and each committee of the Board.

Under our amended and restated bylaws, each director is to be elected by the vote of the majority of the votes cast at the Annual Meeting. For this purpose, a “majority of the votes cast” means that the number of shares voted “for” a director’s election exceeds 50 percent of the number of votes cast with respect to that director’s election. Votes “cast” exclude abstentions. In the event the number of director nominees for election at a meeting of stockholders exceeds the number of directors to be elected at that meeting, each director to be so elected will be elected by a plurality of the votes cast. Each director nominee has agreed to provide an irrevocable letter of resignation to the Board should such nominee fail to receive the required number of votes.

The description of each director and each nominee set forth below includes biographical information, on a director by director basis, and highlights the specific experience, qualifications, attributes, background and education of each director and each nominee that led the Board to conclude that each director or nominee should serve on the Board. In addition to the qualifications described in the biographical information set forth below, the Nominating and Corporate Governance Committee and the Board also determined that each director and each nominee possesses certain intangible attributes and skills, which led to the conclusion that each director and each nominee meets the criteria set forth in the Corporate Governance Guidelines and is qualified to serve as one of our directors. These intangible attributes and skills include, as to each nominee, integrity, the capacity to evaluate business issues and make practical and mature judgments, willingness to devote the necessary time and effort required to serve on our Board, the skills and personality to work effectively and collegially with other directors on a Board that is responsive to Wabtec’s needs, and the self-confidence and communication skills to participate effectively in Board discussions.

Your proxy will be voted “for” the election of these nominees unless you withhold authority to vote for any one or more of them. If any nominee is unable or unwilling to stand for election, your proxy authorizes us to vote for a replacement nominee if the Board names one.

Only votes “for” a candidate are counted in the election of directors. The three nominees who receive the most votes will be elected as directors, subject to the guidelines set forth on page 8 regarding any director nominee who receives a greater number of votes “withheld” from his election than votes “for” such election.

 

Wabtec’s business is managed under the oversight of our Board which conducts business through meetings of its members and its committees. The Board met nine times during 2020. While the Board and its Committees endeavor to meet in person for regularly scheduled meetings, in light of the COVID-19 Pandemic, all but one meeting of the Board and the Committees was conducted all or in part by video or telephone conference. All directors attended more than 75% of all meetings of the Board and the committees on which they served in 2020. The standing Board committees that help the Board fulfill its duties include the Nominating and Corporate Governance Committee, the Audit Committee and the Compensation Committee. The Board also holds regularly scheduled meetings of non-employee directors. It is the Company’s policy that all directors attend the annual meeting of stockholders if reasonably possible. All directors attended the 2020 annual meeting of stockholders. The Board conducts annual self-assessments and has engaged a third party to conduct an external Board evaluation.

Our Corporate Governance Guidelines require a majority of the Board to be independent. For a Director to be considered an “Independent Director”, the Board must annually determine that they have no material relationship with the Company (either directly or as a partner, shareholder or officer of an organization which has such a relationship with the Company). The basis for the Company’s determination of independence is based on the applicable New York Stock Exchange and Securities and Exchange Commission rules, however no Director is considered to be an Independent Director if they:

The Board has reviewed the independence of its members considering these standards and any other commercial, legal, accounting and familial relationships between the directors and Wabtec and has determined that all of its members were independent during 2020, with the exception of Mr. Neupaver and Mr. Santana. Specifically, none of such independent directors has a material relationship with Wabtec, and each such director meets the Board’s categorical independence standards and the independence requirements of the NYSE listing standards. The Board’s Audit Committee, Compensation Committee, and Nominating & Corporate Governance Committee are composed entirely of directors who meet the independence requirements of the NYSE. Each member of the Audit Committee also meets the additional independence standards for Audit Committee members required by the SEC set forth above.

The Board currently has a non-executive, non-independent Chair of the Board, a separate Chief Executive Officer, and a Lead Independent Director. The Chief Executive Officer is responsible for setting the strategic direction for Wabtec and the day to day leadership and performance of the Company. The Chairman provides guidance to the Chief Executive Officer, sets the agenda for Board meetings and presides over meetings of the full Board. The Lead Independent Director, who is appointed by our independent directors, leads the meetings of our Independent directors outside the presence of management and can be reached directly by our stockholders as set forth in Communications with the Board on page 59. The Board believes that this structure is in the best interests of Wabtec and provides clear leadership responsibility and accountability, while providing for effective corporate governance and oversight by an independent Board of strong and seasoned Directors. The Board evaluates this leadership structure annually.

Our Board of Directors appointed Mr. Foster as “Lead Independent Director” in August of 2020 to preside at all further executive sessions of “non-management” directors during 2020, as defined under the rules of the NYSE. Mr. Foster succeeded Mr. Kassling as our Lead Independent Director, and Mr. Kassling assumed the role of Vice Chairman. Our Board has also appointed Mr. Foster as “Lead Independent Director” to preside at all such 2021 executive sessions.

The non-management Directors hold regular executive sessions without management in order to promote open discussion among the non-management Directors. The Board generally holds such executive sessions at every regularly scheduled Board meeting. At least one executive session each year is required to be attended only by independent directors.

The Board of Directors is responsible for overseeing and monitoring the material risks facing the Company. In its oversight role, the Board of Directors annually reviews Wabtec’s strategic plan which addresses, among other things, the risks and opportunities facing the Company. The Board also has overall responsibility for executive officer succession planning and reviews succession plans each year. The Board has delegated certain risk management oversight responsibility to the Board committees. As part of its responsibilities set forth in its charter, the Audit Committee is responsible for discussing with management Wabtec’s major risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies. In this regard, Wabtec’s management prepares a comprehensive risk assessment report and reviews that report with the Audit Committee twice each year. This report identifies the material business risks (including strategic, operational, cybersecurity, financial reporting and compliance risks) for the Company as a whole, as well as for each business unit and for corporate common services, and identifies the controls that respond to and mitigate those risks. Wabtec’s management regularly evaluates these controls, and periodically reports to the Audit Committee regarding the controls’ design and effectiveness. The Audit Committee also receives annual reports from management on Wabtec’s ethics program and on environmental compliance. The Compensation Committee extensively reviewed the elements of compensation to determine whether any portion of compensation encouraged excessive risk taking and concluded:

Furthermore, as described in our Compensation Discussion and Analysis, compensation decisions include subjective considerations, which restrain the influence of objective factors on excessive risk taking.

The Nominating and Corporate Governance Committee annually reviews Wabtec’s Corporate Governance Guidelines and their implementation. Each committee reports to the full Board.

Although the Board does not establish specific goals with respect to diversity, the Board’s overall diversity is a significant consideration in the director nomination process. Our Board of Directors, including this year’s nominees, consists of individuals who bring valuable diversity to the Board in terms of gender, ethnicity, industries represented, experience, age, and tenure. The Directors and nominees range in age from 41 to 77. Three of our Directors (including nominees) (30% of our directors) represent diversity of gender and ethnicity. Half of our Directors (including nominees) have served on the Board for less than five years.

The Nominating and Corporate Governance Committee Charter was revised on July 16, 2020 and re-approved by the Committee at its February 11, 2021 meeting.

The principal functions of the Nominating and Corporate Governance Committee are to:

In addition, the Committee is committed to ensuring that all the nominees for membership on the Board of Directors are of the highest possible caliber and are able to provide insightful, intelligent and effective guidance to the management of the Company and that the governance of the Company is in full compliance with law, reflects generally accepted principles of good corporate governance, encourages flexible and dynamic management without undue burdens and effectively oversees and monitors the risks of the business and operations of the Company. With respect to Board refreshment, the Committee is seeking potential directors to fill recent vacancies and anticipated vacancies due to certain directors meeting the mandatory retirement age. The Committee has engaged an external search firm to assist in its identification of diverse and highly qualified potential board candidates.

The Committee met five times during 2020. The members of the Nominating and Corporate Governance Committee in 2020 were Emilio Fernandez (who retired from the Board in May 2020 and served as chair until May 2020), Mr. Foster, who was appointed Chair in August of 2020, Mr. Faiveley, Mr. Kassling (who served as chair from May to August of 2020), Mr. Hehir, Mr. Howell, Ms. Klee and Mr. Banks (who joined in December of 2020), all of whom were independent, as independence for such members is defined in the listing standards of the NYSE and the rules of the SEC.

The Committee will consider director nominees recommended by stockholders. Stockholders wishing to recommend a director candidate for consideration by the Committee can do so by writing the Secretary of Wabtec at 30 Isabella Street, Pittsburgh, PA 15212 and providing the information required under our amended and restated bylaws, including, but not limited to the candidate’s name, biographical data and qualifications. Any such recommendation should be accompanied by a written statement from the individual of their consent to be named as a candidate and, if nominated and elected, to serve as a director. No candidates for Board membership have been put forward by stockholders for election at the 2021 annual meeting of stockholders. Our amended and restated by-laws require that for a stockholder to recommend a director nominee, notice in writing must be delivered to the Secretary of Wabtec no later than the 60th day and no earlier than the 90th day prior to the first anniversary of the previous year’s annual meeting proxy statement. Our amended and restated bylaws also permit a stockholder, or a group of up to 20 stockholders, that has owned at least three percent of our outstanding Common Stock for at least three years to nominate and include in our proxy statement candidates for our Board, subject to certain requirements. Each stockholder, or group of stockholders, may nominate candidates for director, up to a limit of the greater of two or 20 percent of the number of directors on the Board. Any nominee must meet the qualification standards listed in our amended and restated bylaws. The procedures for nominating a candidate pursuant to our proxy access provisions are described in this proxy statement on page 20.

In evaluating candidates for the Board, the Nominating and Corporate Governance Committee considers the entirety of each candidate’s credentials. In doing so, the Committee identifies candidates of requisite skills and characteristics to be found in individuals qualified to serve as members of the Board of Directors who collectively provide meaningful counsel to management. As part of this process, a goal of the Committee is ensuring that the Board of Directors consists of individuals from diverse backgrounds (including diversity of gender, race, and ethnicity) and experience who, collectively, provide meaningful counsel to management. In order to achieve this goal, the Committee seeks and considers diverse candidates, inclusive of gender, race and ethnicity. The Committee also considers the candidate’s character, integrity, experience, understanding of strategy and policy-setting and reputation for working well with others. In connection with this evaluation, the Nominating and Corporate Governance Committee determines whether to interview the prospective nominee and, if warranted, one or more members of the Committee, and others as appropriate, interview prospective nominees. After completing this evaluation and interview, the Nominating and Corporate Governance Committee makes a recommendation to the full Board as to the persons who should be nominated by the Board, and the Board determines the nominees after considering the recommendation and report of the Nominating and Corporate Governance Committee. If candidates are recommended by the Company’s stockholders, such candidates are evaluated using the same criteria. With respect to nomination of continuing directors for re-election, the individual’s contributions to the Board are also considered.

The Committee is also charged with oversight of the evaluation of the Board of Directors and management. In this regard the Committee evaluates, and reports to the Board of Directors, the effectiveness of the Board of Directors (as a whole) and each Committee of the Board of Directors (as a whole) (including, without limitation, the effectiveness of the Compensation Committee in its process of establishing goals and objectives for, and evaluating the performance of, the Chief Executive Officer and the other officers of the Company). In this process, the Committee receives comments from all Directors and reviews each Committee’s evaluation of its performance. The Committee may also obtain such external evaluations as it deems appropriate.

To further our Board of Directors’ commitment to oversight and accountability of environmental and social issues, the Board established the Environmental, Health and Safety Sub-Committee (the “EHS Subcommittee”) of the Nominating and Corporate Governance Committee, chaired by Board member Ann Klee. The EHS Subcommittee supports Wabtec’s on-going commitment to environmental, health and safety (“EHS”) matters relevant to Wabtec including complying with all applicable laws and regulations affecting the health and safety of our employees and stakeholders, as well as protection of the environment.

In particular, the EHS Subcommittee is tasked with setting the Company’s general strategy relating to EHS matters, including meeting or exceeding applicable governmental requirements and the Company’s own standards, implementing procedures, management systems and training programs to prevent and reduce the impact of any potential occupational illnesses, injuries, accidents, or environmental impairment, preparing and equipping the Company’s facilities to competently respond to emergency situations, maintaining the Company’s facilities to promote and provide a safe, healthy, and secure workplace, managing natural resources, products, and other resources in an efficient, safe, and environmentally sound manner to minimize health, safety, and environmental impacts, and maintaining strong working relationships with health, safety, and environmental regulators and those governmental institutions having responsibilities over our operations. The Committee is charged with overseeing communications with employees, investors, and other stakeholders of the Company with respect to EHS matters, monitoring the Company’s environmental, health and safety compliance and related risks, including at least annual reviews of operational and facility safety matters, anticipating developments relating to, and improving the Company’s understanding of, EHS matters, reviewing and discussing with management, at least annually, the Company’s strategy and performance in assessing and responding to climate-related risks and opportunities, regularly reporting its activities to the Nominating and Corporate Governance Committee, and performing such other responsibilities as may be delegated to it by the Nominating and Corporate Governance Committee.

Additional details regarding the EHS Subcommittee’s duties and responsibilities can be found in the Nominating and Corporate Governance Committee Charter located at https://ir.wabteccorp.com/investor-relations.

The Audit Committee acts under a charter which was revised on April 24, 2020. The Audit Committee reviewed and approved the continued use of its charter at its February 11, 2021 meeting.

The Audit Committee provides assistance to the Board in fulfilling the Board’s oversight responsibility to the stockholders, potential stockholders, the investment community, and others relating to the integrity of the Company’s financial statements, the financial reporting process, the systems of internal accounting and financial controls, the performance of the Company’s internal audit function and independent auditors, the independent auditor’s qualifications and independence, the Company’s compliance with ethics policies and legal and regulatory requirements, and the Company’s enterprise risk management review and assessment.

In discharging its oversight role, the Committee is empowered to investigate any matter brought to its attention with full access to all books, records, facilities, and personnel of the Company and has the authority to engage independent counsel and other advisers, including accountants, as it determines necessary to carry out its duties.

The Committee is directly responsible for appointing, compensating, retaining and overseeing the work of the independent registered public accounting firm engaged by Wabtec. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by Wabtec regarding accounting, internal controls or auditing matters and the confidential anonymous submission by employees of concerns regarding questionable accounting or auditing matters.

The Audit Committee met seven times in 2020. The members of the Audit Committee in 2020 were Mr. Alfroid (until his retirement in May of 2020), Mr. Foster, Ms. Harty. Mr. Hehir, Mr. Faiveley (appointed February of 2020), and Mr. Fernandez (until his retirement in May of 2020). Ms. Harty is the Chairperson of the Audit Committee. Each of the foregoing members of the Audit Committee during 2020, and currently, is independent, as independence is defined in the rules of the SEC and in the listing standards of the NYSE. The Board has determined that each of Ms. Harty, Mr. Foster, Mr. Faiveley and Mr. Hehir qualifies as an “audit committee financial expert” as defined in the regulations of the SEC.

The Audit Committee is responsible for reviewing Wabtec’s financial reporting process on behalf of the Board of Directors. Management of the Company has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. In the performance of its oversight function, the Committee meets with Management periodically to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. The Committee meets privately with the independent registered public accountants, who have unrestricted access to the Audit Committee. Specifically, the Committee has reviewed and discussed with Management and the independent registered public accountants the Company’s consolidated financial statements as of and for the fiscal year ended December 31, 2020.

The Committee has also discussed with the independent registered public accountants the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the Securities and Exchange Commission.

Furthermore, the Committee received and reviewed the written disclosures and the letter from the independent registered public accountants required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent accountant's communications with the Audit Committee concerning independence and have discussed with the independent registered public accountants their independence.

Based on the review and discussions referred to above, the Committee recommended to the Board of Directors that Wabtec’s audited financial statements, as of and for the fiscal year ended December 31, 2020, be included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2020, to be filed with the Securities and Exchange Commission.

Respectfully submitted,

Linda A. Harty, Chair

Erwan Faiveley

Lee B. Foster, II

Brian P. Hehir

The Compensation Committee provides assistance to the Board relating to the compensation of Wabtec’s officers and directors. The Compensation Committee has authority, pursuant to its charter, to make recommendations to the Board, which then establishes compensation. The Compensation Committee’s principal responsibilities include:

The Compensation Committee members in 2020 were Mr. Foster (until August of 2020), Mr. Banks (who joined the Committee in December of 2020), Ms. Klee, Mr. Hehir and Mr. Howell, all of whom were independent, as independence for such members is defined in the rules of the SEC and the listing standards of the NYSE. In addition, the Compensation Committee members each qualify as “outside directors” within the meaning of Section 162(m) of the Internal Revenue Code of 1986, as amended. Mr. Foster served as the Compensation Committee’s Chair until August of 2020, at which time Mr. Hehir assumed the role of Chair. The Nominating and Governance Committee recommends the Compensation Committee members who are approved by the full Board of Directors. The Compensation Committee met 7 times in 2020. The Compensation Committee approved continued use of its charter at its February 11, 2021 meeting.

The Compensation Committee reviews our executive compensation arrangements and recommends changes or adjustments to the Board, which then establishes these items. Base salaries and bonus targets are established at the beginning of the fiscal year. Base salaries depend mainly on the executive officer’s position and responsibility, while cash bonuses are based on pre-established performance factors. These factors are established at the beginning of the year for 2020, were based on financial performance factors measuring earnings per share, earnings before interest and taxes, cash from operations, and earnings before interest and taxes margin.

Executive officers also receive long-term incentive compensation. With respect to the long-term incentive portion of executive compensation, the Compensation Committee has discretion to grant equity-based, long-term incentive awards under our 2011 Stock Incentive Plan, as amended and restated (the “2011 Stock Incentive Plan”). Such awards take the form of stock options, performance units and restricted share awards. The performance units are paid three years after award based on achieving a rolling three-year performance metric established at award, and the restricted shares and options vest in 1/3 increments on March 1 of each succeeding year. The Compensation Committee bases the amount of the award upon the executive’s job level, as well as other factors. These factors include benchmarking the total compensation an executive may earn to ensure it is competitive, compensating executives in a “pay for performance” manner and aligning the interests of the executives with the interests of the stockholders. The Committee also reviews the ratio of total compensation to total target cash compensation to ensure that the mix of long-term compensation is appropriate for each executive. Please see page 39 Long-Term Incentive Compensation for additional details.

The Chief Executive Officer and Chief Human Resources Officer suggest guidelines in discussions with the Compensation Committee regarding executive compensation. They provide recommendations and information regarding the competitiveness of the industry, key employees, performance of individuals, succession planning and other relevant data to the committee. The Chief Executive Officer is not present during any discussions concerning his own compensation. The Compensation Committee also has the authority to retain compensation consultants, advisors and legal counsel as it deems necessary and has the sole authority to approve such consultants’ fees, which are payable by the Company. The Compensation Committee engaged the consulting firm Pay Governance, LLC (“Pay Governance”) during 2020. During its engagement, Pay Governance provided the following services: (i) reviewed and assessed the Company’s current compensation practices for executives; (ii) reviewed the current peer group and made recommendations to update the peer group; (iii) reviewed and provided a pay for performance assessment of the Chief Executive Officer compensation; (iv) provided benchmarking of peer group and relevant industry data; (v) provided data recommendations associated with the redesign of the 2020 long-term incentive plan; and (vi) provided data and recommendations on COVID related changes to the annual cash incentive program. In addition, Pay Governance reviewed and assessed the competitiveness of compensation provided to non-employee members of the Company’s Board of Directors. This review included benchmarking of the Peer Group and relevant industry data.

The Compensation Committee and Board adopted a recoupment policy during 2013. The recoupment policy provides that in the event of a financial restatement or a determination by the Board that misconduct by a responsible party caused financial or reputational harm to the Company, recoupment of cash bonuses and equity awarded as well as gains realized from the exercise of options may be pursued.

During 2020, Wabtec had no interlocking relationships in which (i) an executive officer of Wabtec served as a member of the compensation committee of another entity, one of whose executive officers served on the Compensation Committee of Wabtec; (ii) an executive officer of Wabtec served as a director of another entity, one of whose executive officers served on the Compensation Committee of Wabtec; or (iii) an executive officer of Wabtec served as a member of the compensation committee of another entity, one of whose executive officers served as a director of Wabtec. No member of the Compensation Committee was at any time during the 2020 fiscal year or at any other time an officer or employee of the Company.

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included on pages 29 through 55 of this proxy statement with management.

Based on this review and discussion, the Compensation Committee recommends to the Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement, and incorporated by reference in our Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC.

Respectfully submitted,

Brian P. Hehir, Chair

Lee C. Banks

Michael W. D. Howell

Ann R. Klee

Ongoing engagement with our stockholders is important to us. We communicate with our stockholders through a variety of means, including direct interface, investor presentations, our website, and publications we issue. As part of our engagement program, our senior management team reaches out to our stockholders for dialogue concerning their priorities – which may include our business strategy, company culture, environmental, social, and corporate governance (“ESG”) matters, financial performance, capital allocation, executive compensation, climate-related risks and opportunities, and/or corporate governance. We value our stockholders’ views and their input is important. Our Investor Relations and Finance teams are dedicated to leading our engagement efforts and collaborating with Wabtec’s management teams and subject matter experts (SMEs) in order to provide appropriate resources for engagement with our stockholders. Our engagements with stockholders have been constructive and have provided management and the Board with insights on issues and initiatives that are important to our stockholders and other stakeholders.

We initiate formal outreach efforts in the months prior to our annual meeting of stockholders. Through that process, we contact stockholders and invite them to engage in discussions with our management team and SMEs on a variety of topics, including the stockholders’ priorities and interests, our proxy statement disclosures, stockholder proposals, company strategy, and ESG matters. Following our annual meeting, our engagement efforts continue so that we may follow up on matters brought to our attention and/or discuss new issues of interest.

As part of our engagement process in 2020, we engaged a third party to confidentially interview our stockholders to understand their attitudes toward Wabtec and how Wabtec can better provide them with information. Information from this endeavor was provided directly to our Board. We also respond routinely to individual stockholders and other stakeholders who inquire about our business. Input from our stockholders helps us formulate an appropriate action plan for addressing certain issues.

This year, we released our 2020 Sustainability Report, which highlights Wabtec’s accomplishments and commitments to building a more responsible and sustainable future. Wabtec established the following Sustainability Principles to guide our sustainability strategy:

Our 2020 Sustainability Report outlines a series of goals to improve our performance on global environmental, social, and governance matters, and drive a better future for people and the planet. The report also shares notable actions taken by Wabtec to advance its sustainability strategy.

The report can be found at www.wabteccorp.com/sustainability.

In addition, and to further our Board of Directors’ commitment to oversight and accountability of environmental and social issues, the Board established the Environmental, Health and Safety Sub-Committee (the “EHS Subcommittee”) of the Nominating and Corporate Governance Committee, chaired by Board member Ann Klee. The EHS Subcommittee supports Wabtec’s on-going commitment to environmental, health and safety matters relevant to Wabtec including complying with all applicable laws and regulations affecting the health and safety of our employees and stakeholders, as well as protection of the environment.

Details of the EHS Subcommittee’s duties and responsibilities can be found in the Nominating and Corporate Governance Committee Charter located at https://ir.wabteccorp.com/investor-relations.

Wabtec’s 2020 Sustainability Report is not a part of this proxy statement. The report is not “soliciting material,” is not deemed filed with the SEC, and is not to be incorporated by reference into any of Wabtec’s filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this proxy statement and irrespective of any general incorporation language therein.

As required under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd- Frank Act”), we are providing our stockholders with a non-binding vote to approve our executive compensation programs and arrangements in accordance with Section 14A of the Exchange Act. In 2017, our shareholders indicated their approval of the Board of Directors’ recommendation that we solicit an advisory vote such as this on an annual basis. Our Board of Directors has adopted a policy that is consistent with that preference and, accordingly, we are providing our stockholders with an opportunity to vote on this proposal at this Annual Meeting. A “say on-frequency” vote is required every six years, and as such, our next say-on-frequency vote is expected to occur in 2023.

As described in greater detail under the heading “Compensation Discussion and Analysis,” we seek to closely align the interests of our named executive officers with the interests of our stockholders. Our compensation programs are designed to reward our named executive officers for the achievement of short-term and long-term strategic and operational goals and the achievement of increased total stockholder return, while at the same time avoiding the encouragement of unnecessary or excessive risk-taking. The overall objectives of our executive compensation program are to (i) enable us to attract, motivate and retain key executive talent essential to the achievement of our short-term and long-term business objectives; (ii) provide compensation competitive with others in our industry; (iii) reward senior executive officers in a “pay for performance” manner for accomplishment of pre-defined business goals and objectives; and (iv) align the interests of our executives with our stockholders. A significant portion of total executive compensation is variable compensation linked to corporate, business unit and individual performance. Our objective is to provide a significant portion of an executive’s total compensation in a form that is contingent upon achieving established performance goals that are intended to align the executives’ interests with those of our stockholders. In regard to compensation based on long-term performance, our objective is to provide a significant portion of such compensation in the form of equity awards.

Pursuant to the SEC rules, we are asking you to approve the 2020 compensation of the named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K of the SEC, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures.

Under the Dodd-Frank Act and the related SEC rules, your vote on this resolution is an advisory or “non-binding” vote. This means that the purpose of the vote is to provide stockholders with a method to give their opinion to the Board of Directors of Wabtec about certain issues, like executive compensation. None of the Board, its committees or Wabtec is required by law to take any action in response to the stockholder vote. However, the Board values our stockholders’ opinions, and the Board intends to evaluate the results of this year’s vote carefully when making future decisions regarding compensation of the named executive officers. The stockholder advisory vote in connection with our 2020 annual meeting received approximately 80% approval by our stockholders, indicating support of our compensation programs and policies, but below our recent approval rates in excess of 92%. As a result, we engaged with our stockholders as set forth on page 25 - Stockholder Engagement. We believe that providing our stockholders with an advisory vote on our executive compensation program will further enhance communication with our stockholders, and it meets our obligations under the Dodd-Frank Act and the SEC’s rules.

This proposal is adopted if a majority of the shares present in person or by proxy vote for the proposal. Because the total shares voted “for,” “against,” or “abstain” are counted to determine the minimum votes required for approval, if you abstain from voting, it has the same legal effect as if you vote against. If a broker limits the number of shares voted on the proposal on its proxy card or indicates that the shares represented by the proxy card are not being voted on the proposal, it is considered a broker non-vote. Broker non-votes are not counted as a vote or used to determine the favorable votes required to approve the proposal.

The Board recommends that you approve the following resolution:

RESOLVED, that the stockholders approve the 2020 compensation of the named executive officers, as disclosed in this proxy statement pursuant to Item 402 of Regulation S-K of the SEC, including the Compensation Discussion and Analysis, the compensation tables and other narrative executive compensation disclosures.

As of December 31, 2020, our named executive officers (“NEOs”) were:

In July of 2020, Mr. Neupaver stepped down as Executive Chairman and assumed the role of non-executive Chairman of the Board of Wabtec. Mr. Wahlstrom stepped down from his role as Executive Vice President and Chief Human Resources Officer effective October of 2020 and retired from the Company in December 2020.

This Compensation Discussion and Analysis should be read in conjunction with the tabular and narrative disclosures beginning on page 29 of this Proxy Statement. See “Executive Compensation Philosophy and Objectives” and the tables that follow for more information regarding our executive compensation programs.

On March 11, 2020, the World Health Organization designated the outbreak of the novel strain of coronavirus, known as COVID-19, as a global pandemic. Governments and businesses around the world have taken unprecedented actions to mitigate the spread of COVID-19, including but not limited to, shelter-in-place orders, quarantines, significant restrictions on travel, as well as restrictions that prohibit many employees from going to work. Our top concern is, and remains, the health and well-being of our employees around the world. To date, COVID-19 has surfaced in nearly all regions around the world and has impacted our sales channels, supply chain, manufacturing operations, workforce, and other key aspects of our operations. The outbreak and preventive measures taken to help curb the spread, including temporary plant closures in China, India, Italy and other countries where outbreaks and stay-at-home orders were most prevalent, had an adverse impact on our operations and business results for 2020.

As a result of the pandemic’s impact on our operational and financial results, in March 2020, the Company decided to freeze salaries for all salaried employees including the executive leadership team. In the fourth quarter of 2020, the Company lifted the pay freeze and decided to pay a lump sum catch-up payment equal to the merit increases that were not paid from April to December. Company executives were included in this process. In July 2020, the Committee made modifications to the Company’s Annual Cash Incentive program in order to focus the Company’s leaders on performance metrics within their control for the 2^nd half of the year given that the Plan’s original metrics and goals were approved prior to the beginning of the pandemic. The modifications included the following:

While performance metrics were adjusted, the Committee maintained the original performance goals required for minimum and target performance approved prior to the pandemic. Bonuses were earned under the plan at 75.58% of target for Mr. Santana, Mr. Dugan, Mr. DeNinno, Ms. Theophilus, Mr. Wahlstrom and Mr. Neupaver. Mr. Schweitzer’s bonus was earned at 81.56% of target.

In its deliberations, the Committee also determined that no modifications would be made to any of the outstanding performance share unit awards under the Company’s long-term incentive program. Therefore, payouts for the 2018 - 2020 performance period were earned at 40.5% of target on three-year economic profit goals established in February 2018.

EPS means our “adjusted earnings per diluted share” as described in our 2020 year-end earnings release included with our Form 8-K filed on February 18, 2021. The amount is based on our GAAP earnings per diluted share, adjusted for amortization expense, certain restructuring costs and other non-recurring items detailed in the earnings release.

Cash from operations means our “adjusted cash flow” based on our GAAP cash flow from operations, adjusted for certain restructuring costs and other non-recurring items detailed in our earnings release included with our Form 8-K filed on February 18, 2021.

EBIT Margin means our “adjusted earnings before interest and taxes” (as described in our 2020 year-end earnings release included with our Form 8-K filed on February 18, 2021. The amount is based on our GAAP income from operations, adjusted for amortization expense, certain restructuring costs and other non-recurring items detailed in the earnings release.) divided by consolidated revenue.

The Compensation Committee has implemented the following best practices with respect to the executive compensation program:

In 2020, total sales were approximately $7.6 billion, with cash flow from operations of $784 million including approximately $220 million in one-time cost impacts related to restructuring, transaction and litigation costs.

We achieved an adjusted EBIT margin of 15.1 percent and ended the year with adjusted earnings per diluted share of $3.79, excluding certain expenses detailed later in this report. Throughout the year, we continued to aggressively manage conditions under our control and delivered over $150 million in net synergies. We are on track to achieve the full run rate of $250 million in synergies in 2021 and have positioned the company for long-term profitable growth.

Our balance sheet was strengthened by reducing debt by $190 million, while keeping a focus on our liquidity position, which at end of year stood at $1.9 billion in cash, cash equivalents, and available credit facilities. We executed on our strategic priorities and returned roughly $300 million of capital to shareholders via dividends and share repurchase. Our multi-year backlog also remained strong at $21.6 billion, giving us good visibility into 2021 and beyond.

Key business highlights include:

 

The Compensation Committee reviewed the results of the 2020 stockholder advisory vote on executive officer compensation and incorporated the results as one of the many factors considered in connection with the discharge of its responsibilities. At our 2020 Annual Meeting of Stockholders, approximately 80% of our stockholders approved the compensation program described in our 2020 proxy statement. While the Compensation Committee interpreted this level of support as affirmation of the design and objectives of our 2020 executive compensation programs, we took steps to further enhance our compensation practices for 2021. This includes improved stockholder engagement as set forth on page 25, modifying performance unit awards based on the relative stock price of Wabtec and its Peer Group and implementing a minimum vesting requirement of at least 12 months in our equity plan documents for restricted stock and options.

Overview. This compensation discussion describes the material elements of compensation awarded to, earned by, or paid to each of our executive officers who served as named executive officers during 2020. This discussion focuses primarily on the fiscal year 2020 information contained in the following tables and related footnotes and narrative. We discuss compensation actions taken prior to 2020 or in 2021 if we believe it provides relevant information.

The principal elements of our executive compensation program are base salary, annual cash incentives, and long-term equity incentives in the form of restricted stock awards and units, stock options and performance units. Our other benefits and perquisites consist of life and health insurance benefits, social and health club dues, and a qualified 401(k) savings plan (including company matching contributions). Our philosophy is to position the aggregate of these elements at approximately 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 and diverse executives, the Company benchmarks executive compensation using a reputable compensation survey of similar-sized companies and also uses available proxy disclosure compensation information of a group of similar-sized manufacturing companies. This group was established in early 2019 prior to the close of our transaction with GE Transportation. This peer group provided insights to the Committee as it made compensation decisions in early 2020.

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

The following 19 companies comprised the peer group (“Peer Group”) in early 2020:

During 2020, the Compensation Committee, with the assistance of its independent consultant, conducted a comprehensive review of the peer group and approved the following 21 company peer group using the selection criteria above. This peer group was for relative performance purposes for the Company’s 2020 long-term incentive plan and for use in making 2021 compensation decisions.

Objectives and Philosophy. The overall objectives of our executive compensation program are to (i) enable us to attract, motivate and retain key executive talent essential to the achievement of our short-term and long-term business objectives; (ii) provide compensation competitive with others in our industry; (iii) reward senior executive officers in a “pay for performance” manner for accomplishment of pre-defined business goals and objectives; and (iv) align the interests of our executives with our stockholders. A significant portion of total executive compensation is variable compensation linked to corporate, business unit and individual performance. Our objective is to provide a significant portion of an executive’s total compensation in a form that is contingent upon achieving established performance goals. In regard to compensation based on performance, our objective is to provide a significant portion of such compensation in the form of equity awards.

In 2020, our named executive officer’s compensation, based on actual amounts awarded, was allocated as follows:

 

In setting base salaries at the beginning of the year, the Compensation Committee generally reviews benchmark information about compensation levels in Wabtec’s industry and among its Peer Group based on the position and

responsibility of the particular executive provided by the Compensation Committee’s independent consultant. The Compensation Committee uses benchmarking to establish base salaries as discussed below. The cash bonus for 2020 is a cash award determined by the Compensation Committee based on pre-established performance factors. These factors are traditionally established at the beginning of the year. Solely for the 2020 cash bonus, modifications as a result of COVID were implemented resulting in the use of financial performance factor measuring either earnings per share or earnings before interest and taxes (EBIT), cash from operations, EBIT Margin and revenues. Long-term incentives in the form of stock options, restricted stock, restricted stock units and performance units are granted to provide the opportunity for long-term compensation based upon the performance of Wabtec and its ability to meet its long-term goals and objectives.

Compensation Committee. Executive officer compensation is administered by the Compensation Committee. The Compensation Committee approved the 2020 compensation arrangements for executive officers, including base salaries, cash bonuses and equity awards, described in this compensation discussion and analysis and recommended them to the full Board, which then approved them. Our Board of Directors delegates to the Compensation Committee the direct responsibility for, among other matters:

Role of Compensation Experts. Pursuant to its charter, the Compensation Committee is authorized to engage compensation consultants to assist it with its duties. The Compensation Committee has the sole authority to engage any outside counsel or other experts or consultants to assist it in the evaluation of compensation of our directors and executive officers, including the sole authority to approve such consultants’ fees and other retention terms. The Compensation Committee may also obtain advice from legal, accounting, human resources and other advisors as it deems necessary. The Compensation Committee engaged the consulting firm Pay Governance during 2020. During its engagement, Pay Governance provided the following services: (i) reviewed and assessed the Company’s current compensation practices for executives; (ii) reviewed the current peer group and made recommendations to update the peer group; (iii) reviewed and provided a pay for performance assessment of the Chief Executive Officer compensation; (iv) provided benchmarking of peer group and relevant industry data; (v) provided data recommendations associated with the redesign of the 2020 long-term incentive plan; and (vi) provided data and recommendations on COVID related changes to the annual cash incentive program.

Role of Our Executive Officers in the Compensation Process. The Chief Executive Officer and the Executive Vice President, Chief Human Resources Officer suggest guidelines in discussions with the Compensation Committee regarding executive compensation. They provide recommendations and information regarding the competitiveness of the industry, key employees, performance of individuals, succession and other relevant data to the Compensation Committee. The Chief Executive Officer is not present during any discussions concerning his own compensation.

Our 2020 compensation program elements were primarily structured to reward our executive officers for achieving certain financial and business objectives.

Base Salaries. Base salaries for our executive officers are reviewed annually and reflect on the executive’s role and responsibility relative to the competitive market. In defining the competitive market, the Company uses two different benchmarks, compensation information representing our Peer Group and broader benchmark compensation data based on a survey of companies that are similarly sized in terms of revenue. Individual salaries may be above or below the competitive median based on the individual’s contribution to business results, length of time in role, capabilities and qualifications, potential and the importance of the individual’s position to our success.

For 2020, the COVID crisis impacted both the timing and manner in which base salary changes were granted. Early in 2020 the Company conducted its annual review of base salaries and put forward proposed increases to be effective April 1. However, in March 2020, the Company decided to freeze salaries for all salaried employees including the executive leadership team. In the 4^th quarter of 2020, the Company lifted the pay freeze and also decided to pay a lump sum catch-up payment equal to the merit increases that were not paid from April to

December. Company executives were included in this process. As a result, eligible executives were paid a lump sum catch-up payment to compensate them for the missed base salary increase from April to December and executive base salaries were increased in December 2020 to reflect those increases approved by the Compensation Committee earlier in 2020.

The base salary changes and merit increase lump sum catch-up payments of our named executive officers resulting from the process described herein was as follows:

 

The Compensation Committee is dedicated to ensuring competitive compensation for each of Wabtec’s key employees and believes that these increases are in line with comparable industry practices and are merited based upon personal performance, company performance and return to our stockholders.

Annual Cash Incentive Awards. Our annual incentive award plan is intended to: (i) compensate participants directly if strategic and financial performance targets are achieved and (ii) reward participants for performance on those activities that are most directly under their control and for which they are held accountable. Corporate, business unit and individual performance goals under the annual incentive plan are linked to our annual business plan and budget. The actual amount of cash bonuses is a function of the Company’s overall financial performance, the participant’s individual performance and Board approval.

The cash bonus targets for 2020 for each of the named executive officers as a percentage of base salary were:

 

Overall, total target cash compensation (the sum of salary and target cash bonus) for our executive officers is competitive with market practice for similar executive positions in similar companies when performance goals under the annual cash bonus plan are achieved.

The COVID crisis significantly impacted the design of our 2020 annual cash award incentive program. Entering 2020, the Company had re-designed the program. Cash bonuses were to be based upon the success of two factors: (1) financial performance (ranging from 0 to 225%) constituting 80% of the total payout, that measured either adjusted earnings per share (“EPS”) or earnings before interest and taxes (“EBIT”) and cash from operations (measured excluding extraordinary items related to transaction costs, restructuring, and debt refinancing costs); and (2) personal performance (ranging from 0 to 225% maximum) constituting 20%of the total payout that measured whether the executive had attained certain goals agreed to by the executive, the executive’s supervisor, and the Board. The weighted average of the two would be combined and called the combined performance factor or “CPF”. The cash bonus formula was based on the product of the participant’s base salary, the participant’s target cash bonus percentage, and the CPF. If both the financial performance and the applicable personal performance results were achieved, the named executive officers would earn 100% of their target cash bonus. To qualify for the minimum payout performance factor for EPS/ EBIT or cash flow financial metrics under the cash bonus plan, the business unit or Company, as applicable to the particular participant, must achieve at least 80% of its plan’s target EPS or EBIT, or 80% of its cash flow plan target for the year, as the case may be. At 80% achievement, the executive would receive a 25% payout. At 125% of goal achievement, the executive would receive 225% of payout. We believe that this philosophy encouraged Wabtec and our executives to establish ambitious goals and that the program promoted teamwork, productivity and profitability. Target cash bonuses and performance factors were approved by the Compensation Committee at its meeting in February 2020.

As the pandemic began to impact Wabtec during the second quarter of 2020, the Company was concerned about its ability to continue to attract and retain its employees while delivering on its stated goals to our stockholders. Given the continuously changing environment, the Compensation Committee decided to review the cash bonus program that was established at the beginning of the year. During the second quarter of 2020, the Compensation Committee reviewed the design and the goals associated with the program. In July 2020, the Compensation Committee decided to modify the executive incentive program construct. The Compensation Committee modified the program as follows:

The cash from operations metric remained unchanged. The emphasis placed on margin and cash from operations, along with the addition of the revenue metric were intended to focus the Company’s leaders on items within their control for the 2^nd half of the year. To ensure alignment with the interests of our stockholders, original 2020 goals for EPS, revenue and cash from operations remained as originally established at the beginning of the year. For 2020, the Company’s EPS achieved a CPF of 25%, cash from operations results achieved a CPF of 100%, EBIT margin achieved a CPF of 78.2% and Revenue achieved a CPF of 50%. The CPF for group executives and business unit leaders is based on performance to pre-established, EBIT or EPS, EBIT margin, working capital/ cash flow and revenue metrics relating to the applicable group and or business unit. We believe that the changes enacted encouraged Wabtec and our executives to focus on items within their control and continued to promote teamwork, productivity and profitability.

The table below provides both the 2020 financial metrics and our performance achieved in 2020 for our corporate wide executives including, Mr. Santana, Mr. Dugan, Mr. DeNinno, and Ms. Theophilus:

 

The table below provides the financial metrics and our performance achieved in 2020 of our Freight Services Group executives, including Mr. Schweitzer:

 

EPS means our “adjusted earnings per diluted share” as described in our 2020 year-end earnings release included with our Form 8-K filed on February 18, 2021. The amount is based on our GAAP earnings per diluted share, adjusted for amortization expense, certain restructuring costs and other non-recurring items detailed in the earnings release.

Cash from operations means our “adjusted cash flow” based on our GAAP cash flow from operations, adjusted for certain restructuring costs and other non-recurring items detailed in our earnings release included with our Form 8-K filed on February 18, 2021.

EBIT Margin means our “adjusted earnings before interest and taxes” (as described in our 2020 year-end earnings release included with our Form 8-K filed on February 18, 2021. The amount is based on our GAAP income from operations, adjusted for amortization expense, certain restructuring costs and other non-recurring items detailed in the earnings release.) divided by consolidated revenue.

Long-Term Incentive Compensation. Our Compensation Committee administers our long-term incentive compensation through the 2011 Stock Incentive Plan, under which we grant stock options, restricted stock, restricted stock units and performance units.

Stock options and restricted stock are a part of our long-term incentive compensation program that seeks to align the interests of our executives with our stockholders. We have typically granted stock options and restricted stock in February or March of the applicable year. We have historically awarded options to purchase our common stock to executive officers at the fair market value (average of the high and low price) of our common stock at the grant date. We have not re-priced or back-dated any option awards. The vesting schedule for each grant of options and restricted stock is determined by the Compensation Committee and was in 25% increments over a four-year period, subject to continued employment with the Company, prior to March 2019. Effective March 2019, the vesting schedule for each grant of options and restricted stock was changed to three years. In March 2020, we granted both restricted stock and stock options to all named executive officers as part of their long-term compensation with the Company. The grant date fair value of those awards is reflected in the Summary Compensation Table on page 43.

The Company also administers a rolling three-year long-term incentive program using performance units. A performance unit is equal to a share of Wabtec common stock. This program is designed to reward executives for meeting or exceeding preestablished, objective financial performance goals over a three-year performance period. The program is structured as a rolling three-year plan; each year starts a new three-year performance cycle with the most recently commenced cycle being 2021-2023.

For awards made for the 2018-2020 and 2019-2021 performance periods, the awards are earned based on economic profit growth goals. Economic profit is a measure of the extent to which the Company produces financial results in excess of its cost of capital. Payouts range from 25% of target (for performance at 50% of target) to 200% of target (for performance at or above 150% of target).

For the 2020-2022 award, the Committee made adjustments to the long-term incentive plan program performance metrics reflecting the significant changes to the Company with the completion of the GE Transportation transaction. Rather than utilizing the single metric of economic profit, the Committee established the use of three metrics: 1) three-year average annual Return on Invested Capital (ROIC); 2) three-year average annual Cumulative Cash Conversion (CCC); and 3) Relative Total Stockholder Return (RTSR). ROIC and CCC results are weighted at 50% respectively. The combined results from the two goals are then subject to modification upward or downward (+/-10%) based on Wabtec’s RTSR results. For purposes of this award:

Beginning with the 2020-2022 awards, if Wabtec achieves the maximum three-year cumulative ROIC and, CCC results, a participant can earn a maximum number (equal to 200% of the target level) of performance units. The RTSR modifier cannot increase the payout above 200% of the target. If Wabtec achieves the threshold three-year ROIC and CCC cumulative goals, a participant can earn a threshold number (equal to 25% of the target level) of performance units which would be subject to modification up or down based on RTSR. Payouts would range from 25% of target for performance at 75% of target to 200% of target for performance at or above 125% of target. No performance units would be earned for performance below the three-year cumulative ROIC and CCC and thresholds.

The long-term incentive program is intended to encourage the long-term stability of Wabtec’s management by establishing ambitious goals designed to promote the long-term productivity and profitability of the Company. If a program participant leaves the Company voluntarily, or is terminated for cause, they are not eligible to receive any performance units he or she may have earned under the program. If a program participant otherwise leaves the Company, their payout may be pro-rated in accordance with the amount of time they participated in the program relative to the performance period. These goals were based on a range of considerations including expected demand in Wabtec’s key end user markets, investor expectations and management’s business plan which includes year over year growth.

For the 2018-2020 performance period, the below named executive officers received the payouts as set forth below in March of 2021 which represented 40.5% of the target amount:

Mr. Santana, Mr. Schweitzer and Ms. Theophilus did not participate in the plan as they were not Wabtec employees at the time these awards were granted.

The Company also made two special awards during 2019 related to the closing of the merger with GE Transportation. First, some employees, including Mr. Dugan and Mr. DeNinno, received a “special success award” in the form of restricted shares vesting annually over three years following the grant in March 2019. These awards were intended to reward individuals who expended significant time and effort beyond their normal duties to ensure the successful closing of the merger and provide additional retention incentives tied to our stock price for individuals critical to the merger’s long-term success. Second, a broad group of employees, including each of the named executive officers except Ms. Theophilus, received a “special synergy award” in the form of restricted shares that vest based on our achievement of specified cost-savings and other net synergy goals achieved as a result of the merger. These awards are intended to focus award recipients on achieving net synergy goals for the merger that will help drive long-term stockholder value. The awards measure performance against these goals annually for each of 2019, 2020, and 2021, with vesting on each of the three anniversary dates of the award. Depending on the degree of achievement of the performance goals for a year, anywhere from 0% to 50% of the award can vest as of that year’s vesting date. For 2020, the annual performance goal was a target net synergies of $150 million, and actual performance was net synergies of $150 million. As a result, all remaining net synergy awards became vested on the second vesting date in March 2021.

Equity awards made in February 2020 to all named executive officers are detailed under the table “2020 Grants of Plan Based Awards” on page 46. Options and restricted stock are generally granted to employees, including our executive officers, each February as part of their long-term compensation. Additional awards were made throughout the year to new hires, current employees in connection with promotions, and key management obtained through acquisitions. We vary the relative amounts of options and restricted stock granted in a given year based on a number of factors including the overall performance of the Company, the stock price and retention of key management. The primary purposes of the long-term incentive program are to align the interests of executive officers and other key employees with those of our stockholders, to attract and retain key executive talent and to provide an incentive to meet and exceed long-term financial goals. Employees eligible for the long-term incentive program include those who are determined by the Compensation Committee to be in key policy-setting and decision-making roles, and to have responsibilities that contribute significantly to achieving our earnings goals. The size of an individual’s long-term incentive award is based primarily on individual performance, the individual’s responsibilities and position with our company. Long-term incentive award values generally are competitive with market practice among our Peer Group and other general industries reviewed by the Compensation Committee.

Any awards made under the 2011 Stock Incentive Plan may be subject to forfeiture at the discretion of the Compensation Committee if between the date of grant and the third anniversary of any exercise, payment or vesting of the award, the participant:

Such forfeiture does not apply following the occurrence of a change of control event unless the award agreement specifically so provides or as required by applicable law.

Perquisites and Other Personal Benefits. Supplemental benefits are offered to selected executive officers with the goal of attracting and retaining key executive talent. Those perquisites may include life and health insurance benefits, car and housing allowances, and social and health club dues.

Retirement Benefits. The Company maintains a qualified defined contribution program which includes a Company match on participant contributions which is provided to executives in the United States, on the same basis as is provided to other salaried employees of the Company who reside in the U.S. The Company also maintains various defined benefit plans which are provided to executives based on the same basis as are provided to other employees of the Company who reside or work outside the U.S.

Deferred Compensation Plan. The Company sponsors a deferred compensation plan for executive officers and non-employee directors. Under the terms of the plan, eligible employee executive officers may elect to defer their base salary, cash bonus and/or long-term incentive payout. No NEOs deferred any compensation during 2020 or any prior years.

Wabtec has established stock ownership guidelines to encourage our key employees and Board members to own and retain shares of stock. The guidelines are as follows: President and CEO to accumulate shares having a value equal to seven times base salary; executive officers to accumulate shares having a value equal to three times base salary; and general managers and equivalent to accumulate shares having a value equal to two times base salary. Non-employee Board members are required to accumulate shares having a value equal to six times their cash retainer (increased during 2020 from previous requirement of four times). The aforementioned employees and directors are given five years to satisfy these guidelines. The Compensation Committee is responsible for administering and monitoring compliance with this guideline, including establishing parameters for determination. As of December 31, 2020, except for Mr. Banks, Ms. Klee, Mr. Santana, Mr. Schweitzer and Ms. Theophilus, each of whom have been a director or executive with Wabtec for less than two years as of December 31, 2020, each of the named executive officers and non-employee board members has met their required stock ownership described above (including any shares deferred pursuant to the Deferred Compensation Plan). As of January 31, 2021, our directors and executive officers as a group owned approximately 4.39% of our common stock.

In the event of a financial restatement or a determination by the Board of Directors that misconduct by a responsible party caused financial or reputational harm to the Company, the Compensation Committee reviews the circumstances and makes recommendations to the Board as to whether recoupment should be pursued. Misconduct shall include any intentional or reckless violation of Wabtec policies or any grossly negligent act or failure to act. The Compensation Committee also reviews all compensation that has been awarded to the responsible party and determine how such compensation may have been affected by the financial restatements or misconduct.

Should the Board determine that recoupment is appropriate, the Company may recoup from the responsible parties any cash bonuses and equity awards in reliance on the financial statements that were restated or for the year in which the financial harm occurred as well as any gains realized from the exercise of options to the extent the Compensation Committee determines that the gains were based on such financial statements or resulted from such misconduct.

The Company considers it improper and inappropriate for any of its directors and officers, including the named executive officers, to engage in short-term or speculative transactions in Wabtec securities or in other transactions that may (i) lead to inadvertent violations of insider trading laws, (ii) reduce an officer’s or director’s incentive to improve Wabtec’s performance, (iii) focus the officer’s or director’s attention on short-term performance at the expense of long-term objectives, or (iv) otherwise engage in transactions to hedge or offset any decrease in the market value of Wabtec’s stock. To that end, the Company has adopted and maintains a policy covering transactions involving all Wabtec stock held by its officers or directors, including but not limited to stock held directly or indirectly by such officer or director and stock or other equity granted to an officer or director as part of their compensation.

The Board of Directors has entered into employment continuation agreements with certain senior executive officers, including Mr. Dugan, Mr. DeNinno and Ms. Theophilus, as well as a Severance Agreement with Mr. Santana. These agreements are discussed in this Proxy Statement beginning on page 51. Also discussed below, certain of our benefit plans contain provisions that address termination of an individual or a change in control of the Company.

Tax Implications of Executive Compensation. Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”) limits the deductibility of compensation in excess of $1 million paid to certain covered employees (generally including the NEOs) in any calendar year. As a result, compensation paid in excess of $1 million to our named executive officers generally will not be deductible. The Compensation Committee designs compensation programs that are intended to be in the best long-term interests of the Company and our stockholders, with deductibility of compensation being one of a variety of considerations taken into account.

Accounting Considerations with Regard to Compensation Practices. The Compensation Committee reviews on an on-going basis the impact of our compensation programs on Wabtec’s financial statements, including the accounting treatment of equity-based compensation, and the Compensation Committee’s decisions may be influenced by such factors.

This table shows the compensation for Wabtec’s named executive officers for the year indicated. The Salary for each named executive officer in 2020 includes a lump sum catch-up payment equal to the salary merit increases that were not paid from April to December.

* Education & Housing Allowances

In April 2018, The General Electric Company (GE) provided a letter to Mr. Santana offering additional compensation and benefits geared towards facilitating the sale of GE Transportation. GE offered Mr. Santana reimbursement costs for his housing in Chicago and tuition reimbursement for the schooling of his children. Both benefits were offered for up to a three-year period. In February 2019, GE provided an addendum to the April 2018 letter in which they agreed to pay Mr. Santana a total of $561,000 as reimbursement for both the housing and tuitions costs. The payments were to be made in two equal installments. The first installment was paid to Mr. Santana in February 2019 by GE. The second payment of $280,500 was paid to Mr. Santana in 2020 by Wabtec. No other education or housing allowances are due to Mr. Santana on a go-forward basis.

Mr. Schweitzer is an expatriate and is therefore provided additional annual benefits tied to his assignment. Those benefits include housing and utilities in the host country, dependent education and tax preparation.

* GE Transaction Related Payments

In April 2018, GE provided a letter to Mr. Santana offering a special Transportation and Sale Retention Agreement. Under the agreement, Mr. Santana was eligible for a basic award of $2.5 million, which was 125% of his total cash compensation at target. 50% was to be paid as soon as practical after close of the GE Transportation sale transaction, with the remaining 50% to be paid one year after the close of the transaction. Mr. Santana was to be paid an additional $500,000 if the deal closed prior to March 31, 2019. Mr. Santana was also eligible for an incremental $1.25 million based on the enterprise sales value of the transaction ($750,000 if the enterprise value was between $10.0b and $10.9b, an additional $250,000 if the enterprise value was between $11.0 billion and $11.9 billion, and an additional $250,000 if the enterprise value was $12.0 billion or higher). The maximum total incentive possible was $4,250,000. Mr. Santana achieved the maximum incentive possible under the agreement, with GE paying $2,125,000 in March 2019 and Wabtec paying the second payment of $2,125,000 in February 2020. No additional payments are due to Mr. Santana under this program.

Finally, in addition to the bonuses detailed above, since Wabtec did not offer a non-qualified pension plan, Wabtec provided eligible GE Transportation employees a payment equal to one year’s accrual in the prior GE non-qualified pension plan. The payments were made by Wabtec to former GE non-qualified pension plan participants after the one-year anniversary of the closing of the GE Transportation acquisition. Mr. Santana was provided a payment of $210,500 as a result of this program. No additional payments are due to Mr. Santana under this program.

In January 2018, GE provided a letter to Mr. Schweitzer detailing the terms of a Special Leadership Incentive Program. The goals of the program were to retain key employees, facilitate the divestiture of the business and undertake transitional operations after the completion of the transaction. Mr. Schweitzer was eligible to receive a bonus in the amount of 1,125,000 Swiss Francs (approximately $1,200,740), representing 125% of Mr. Schweitzer’s base pay and bonus opportunity. The incentive vested in two installments. 50% of the bonus vested and was paid at closing by GE, and the remaining 50% vested and was paid by Wabtec one year after the close of the transaction. No additional payments are due to Mr. Schweitzer under this program.

This table shows the equity based awards granted to the named executive officers in 2020.