Not independent
Tenure on this board
6.9 yrs
3 nominees · 3 ballot items.
Elect three directors (Rafael Santana, Lee C. Banks, Byron S. Foster); advisory (non-binding) vote to approve 2025 named executive officer compensation (Say-on-Pay); ratify Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect three incumbent directors (Rafael Santana, Lee C. Banks, Byron S. Foster) to serve three-year terms expiring in 2029.
Non-binding advisory vote to approve the 2025 compensation of the company’s named executive officers as disclosed in the proxy statement, including CD&A and compensation tables.
This management proposal requests a non-binding, advisory approval of the 2025 compensation for the named executive officers as disclosed in the proxy statement, including the CD&A and compensation tables. Management seeks this annual advisory vote in accordance with Dodd-Frank and the Company’s prior stockholder preference to hold the say-on-pay vote annually; the board states it takes the vote results into account when setting future compensation. The proposal reflects Wabtec’s compensation philosophy tying pay to performance through a mix of base salary, cash incentives tied to adjusted EPS and cash conversion, and long-term equity awards tied to ROIC, cash from operations, and RTSR with performance metrics and caps to mitigate excessive risk. The board recommends a vote FOR, citing alignment of NEO interests with stockholders, strong 2025 performance, robust governance practices such as clawback policy, stock ownership guidelines, and prior say-on-pay support (~93% in 2025). The SEC-required non-binding nature means the board is not legally required to act on the vote but indicates the board will consider the outcome when making future compensation decisions. The context includes high CEO pay concentrated in equity and strong realized payouts for 2023-2025 performance units, potentially attracting scrutiny but supported by disclosed performance metrics and governance safeguards.
Ratify Ernst & Young LLP as the independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 7.91% | 13,414,459 | $3.4B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.53% | 11,081,573 | $2.8B |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 4.57% | 7,760,055 | $1.9B |
| 4 | STATE STREET CORP | 4.56% | 7,740,942 | $1.9B |
| 5 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.22% | 7,157,876 | $1.8B |
| 6 | BlackRock, Inc. | 3.03% | 5,135,439 | $1.3B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 2.36% | 4,009,644 | $998M |
| 8 | BlackRock, Inc. | 2.04% | 3,456,479 | $864M |
| 9 | FMR LLC | 1.95% | 3,311,217 | $828M |
| 10 | Select Equity Group, L.P. | 1.72% | 2,923,643 | $731M |
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