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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material under sec.240.14a-12
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Date, Time and Place
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May 15, 2020 11:30 a.m.
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Wabtec Global Headquarters, 30 Isabella Street, Pittsburgh, Pennsylvania 15212
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Purpose
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Elect two directors for a term of three years
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Approve an advisory (non-binding) resolution relating to the approval of 2019 named executive officer compensation
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Approve the amendment of the 2011 Stock Incentive Plan to increase the number of shares available for awarding under the Plan
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Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2020 fiscal year
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Conduct other business if properly raised
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Procedures
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If you own stock directly, please vote by proxy over the Internet, by telephone or by requesting a proxy card.
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If you own stock through a bank, stockbroker or trustee, please vote by following the instructions included in the material that you receive from your bank, stockbroker or trustee.
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Only stockholders of record on March 17, 2020 receive notice of, and may vote at, the meeting.
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ii
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Vote by Internet, by going to the website address www.proxyvote.com and following the instructions for Internet voting shown on the website.
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Vote by Telephone, by dialing 1-800-690-6903 and following the instructions for telephone voting shown on the proxy card.
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Vote by Proxy Card, by completing, signing, dating and mailing a proxy card in the envelope provided if you requested copies of these proxy materials.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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1
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2
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Named Executive Officer
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Shares Owned
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Percent of Class
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Rafael Santana
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60,379(1)(2)
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*
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Patrick D. Dugan
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112,371(1)(2)
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*
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Albert J. Neupaver
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824,626(1)(2)
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*
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David L. DeNinno
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94,017(1)(2)
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*
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Scott E. Wahlstrom
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159,587(1)(2)
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*
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Raymond T. Betler
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236,178(1)(2)(3)
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*
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Stéphane Rambaud-Measson
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0
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*
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Director/Nominee
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Shares Owned
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Percent of Class
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Philippe Alfroid
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5,627(1)
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*
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Erwan Faiveley
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6,312,926(1)(5)
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3.32%
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Emilio A. Fernandez
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1,233,349(1)(4)(6)
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*
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Lee B. Foster, II
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68,786(1)(7)
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*
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Linda A. Harty
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5,501(1)
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*
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Brian P. Hehir
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28,835(1)(8)
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*
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Michael W.D. Howell
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6,693(1)
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*
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William E. Kassling
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984,664(1)(4)(9)
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*
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Ann R. Klee
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1,076(1)
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*
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Directors and Executive Officers as a Group (20 persons)
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10,169,591(1)(2)
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5.35%
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*
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Less than 1%. Note that all Percent of Class calculations are based on the issued and outstanding shares of Wabtec common stock as of the March 17, 2020 record date.
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(1)
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Includes restricted shares as follows: Mr. Santana 57,113; Mr. Dugan 46,900; Mr. Neupaver 65,475; Mr. DeNinno 45,050; Mr. Wahlstrom 18,375; and Mr. Betler 0; each other non-employee director 2,247 (with the exception of Ms. Klee who has 816 restricted shares); and all directors and executive officers as a group 287,155. The restricted stockholders have sole voting power with respect to the restricted shares but do not have sole or shared dispositive power until the restricted shares vest.
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(2)
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Includes options that are exercisable on or within 60 days of January 31, 2020 as follows: Mr. Santana 3,266; Mr. Dugan 10,791; Mr. Neupaver 156,208; Mr. DeNinno 8,691; Mr. Wahlstrom 26,098;and Mr. Betler 46,675; and all directors and executive officers as a group 256,472.
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(3)
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Includes 183,562 shares owned by Mr. Betler. Also includes 5,941 shares owned by a grantor annuity trust established by Mr. Betler.
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(4)
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Includes certain shares pledged to financial institutions as collateral for credit arrangements at December 31, 2019 as follows. Mr. Kassling had a zero margin balance at that date with 475,000 Wabtec shares pledged in connection with this account. Mr. Fernandez had a margin balance of $3.3 million at December 31 with 324,479 Wabtec shares pledged. On February 29, 2016, the Company’s Board adopted a policy prohibiting future pledges of Company stock as collateral for credit arrangements and requiring any such existing pledges to be eliminated by December 30, 2016 unless it is reasonably impracticable to do so and an extension is granted by the Board. In February 2020 the Board approved extensions for Messrs. Kassling and Fernandez. The Board took into account the consistent zero loan balance for Mr. Kassling and the fact that Mr. Fernandez will be retiring from the Board in May 2020. The Board’s view is that the overall number of pledged shares subject to outstanding loan balances continues to reduce and the size of the pledged position does not raise significant concerns at this time.
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(5)
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Includes 6,306,781 shares held by the Faiveley Family Interests. Based solely upon the information in the Schedule 13D/A filed May 24, 2018, the Faiveley family members and entities described therein (collectively, the “Faiveley Family Interests”) have voting and dispositive power with respect to Wabtec’s common stock as follows: (i) Mr. Erwan Faiveley may be deemed to have sole power to direct the voting and disposition of 6,145 shares, and the shared power to direct the voting and disposition of 6,306,781 shares; (ii) Mr. Francois Faiveley may be deemed to have sole power to direct the voting and disposition of 190 shares, and the shared power to direct the voting and disposition of 6,306,781 shares; (iii) Financiére Faiveley S.A. may be deemed to have the shared power to direct the voting and disposition of 6,306,781 shares; (iv) Famille Faiveley Participations S.A.S. may be deemed to have the shared power to direct the voting and disposition of 6,306,781 shares; and (v) Faivinvest S.C.A. may be deemed to have shared power to direct the voting and disposition of 6,306,781 shares
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(6)
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Includes 718,999 shares owned by Mr. Fernandez. Also includes 514,350 shares owned by Mr. Fernandez’s wife. Mr. Fernandez disclaims beneficial ownership of the shares held by his wife.
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(7)
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Includes 15,200 shares owned by Mr. Foster and 17,500 shares held by Lee B. Foster II Dynasty Trust, and 36,086 held by the Lee B. Foster II Revocable Trust.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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3
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(8)
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Includes 25,835 shares owned by Mr. Hehir. Also includes 3,000 shares held by the Brian P. Hehir and Janet S. Hehir Foundation for which Mr. Hehir serves as a trustee.
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(9)
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Includes 69,730 shares owned by Mr. Kassling. Also includes 911,654 shares owned by Davideco, a Delaware corporation, and 3,280 shares owned by Mr. Kassling’s wife. Mr. Kassling disclaims beneficial ownership of the shares held by his wife.
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Name and Address of Beneficial Owner
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Beneficial
Ownership (1) |
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Percentage
of Class* |
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The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
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19,738,492(2)
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10.29%
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T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, MD 21202 |
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14,597,192(3)
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7.60%
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Capital International Investors, a division of Capital Research and Management Company
11100 Santa Monica Boulevard, 16th Floor Los Angeles, CA 90025 |
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14,304,705(4)
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7.40%
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BlackRock, Inc.
55 East 52nd Street New York, NY 10055 |
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11,790,360(5)
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6.20%
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Janus Henderson Group plc
201 Bishopgate EC2M 3AE, United Kingdom |
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11,249,116(6)
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5.90%
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(1)
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Under SEC regulations, a person who has or shares voting or investment power with respect to a security is considered a beneficial owner of the security. Voting power is the power to vote or direct the voting of shares, and investment power is the power to dispose of or direct the disposition of shares. Unless otherwise indicated in the other footnotes below, each person has sole voting power and sole investment power as to all shares listed opposite such person’s name.
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(2)
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Based solely upon the information in the Schedule 13G/A filed February 10, 2020, The Vanguard Group has sole dispositive power with respect to 19,432,661 shares, sole voting power with respect to 275,120 shares, shared dispositive power with respect to 305,831 shares and shared voting power with respect to 50,072 shares.
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(3)
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Based solely upon the information in the Schedule 13G/A filed February 14, 2020, T. Rowe Price Associates, Inc., has sole dispositive power with respect to 14,597,195 shares and sole voting power with respect to 6,203,310 shares.
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(4)
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Based solely upon the information in the Schedule 13G/A filed February 14, 2020, Capital International Investors, a division of Capital Research and Management Company, has sole dispositive power with respect to 14,304,705 shares and sole voting power with respect to 13,821,723 shares.
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(5)
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Based solely upon the information in the Schedule 13G/A filed February 5, 2020, BlackRock, Inc. has sole dispositive power with respect to 11,790,360 shares and sole voting power with respect to 10,243,847 shares.
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(6)
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Based solely upon the information in the Schedule 13G filed February 14, 2020, Janus Henderson Group plc, has shared dispositive power with respect to 11,249,116 shares and shared voting power with respect to 11,249,116 shares.
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4
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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background,
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skill needs,
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personal characteristics,
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diversity, inclusive of gender, race and ethnicity, and
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business experience.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Age 47 Director since 2019 |
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President and Chief Executive Officer of Wabtec since July 2019; President, Freight Segment of Wabtec from February 2019 to July 2019; Previously, he served as Executive Vice President from February 2019 to July 2019. Mr. Santana was President and Chief Executive Officer of GE Transportation since November 2017 to February 2019. Mr. Santana has held several global leadership positions since joining GE in 2000, including roles in the Transportation, Power and Oil and Gas businesses. Prior to being named President and Chief Executive Officer of GE Transportation, Mr. Santana was President and Chief Executive Officer of GE in Latin America from January 2016 to November 2017. He also served as President and Chief Executive Officer of GE Oil and Gas Turbomachinery Solutions and had roles as Chief Executive Officer for GE Gas Engines and Chief Executive Officer for GE Energy in Latin America.
Mr. Santana brings roughly 25 years of commercial, product management and executive leadership experience to this post, including more than 10 years in the transportation industry. He has a proven track record of transforming businesses, while delivering top- and bottom-line growth. |
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6
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Age 73 Director since 1999 |
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Chairman of L.B. Foster Company since 1998; Chief Executive Officer of L.B. Foster Company from prior to 1997 to 2002; President of L.B. Foster Company from prior to 1997 to 2000.
Director of L.B. Foster Company, Capital Guidance Ltd., Dakota, Minnesota & Eastern Railroad (“DM&E”) from 2001 to October 2007 and Wabtec Foundation. Mr. Foster has had an extensive career within the railroad industry, including 35 years with the L.B. Foster Co., a supplier to the railroad and transit industries, where he has served in a multitude of roles including President, CEO and Chairman, as well as Director. Mr. Foster brings to the Board not only a solid background within the industry, but also his experience on various boards and committees, including the executive committee of DM&E and the audit and compensation committees of the private company Capital Guidance Ltd. |
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Age 76 Director since 1990 |
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Lead Director of Wabtec since May 2013; Chairman of Wabtec from prior to 1997 to May 2013; Chief Executive Officer of Wabtec from May 2004 to January 2006 and from prior to 1997 to February 2001; President of Wabtec from May 2004 to January 2006 and from prior to 1997 to February 1998.
Director of Pittsburgh Penguins Inc., Texas Rangers, Gardner Denver, Inc., the Crosby Group, and Wabtec Foundation. Due to Mr. Kassling’s experience as an officer and director of Wabtec, he has extensive knowledge of the Company and the rail industry, and has also served as a board member for other publicly traded companies, through which he has gained additional experience in corporate governance. With his vast experience, he provides the Board with broad leadership insight on the management and operations of a public company. |
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Age 69 Director since 2006 |
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Executive Chairman of Wabtec since May 2018; Chairman of Wabtec from May 2017 to 2018; Executive Chairman of Wabtec from May 2014 to May 2017; Chairman and Chief Executive Officer of Wabtec from May 2013 until May 2014; President and Chief Executive Officer of Wabtec from February 2006 until May 2013; President of the Electromechanical Group of AMETEK, Inc. from 1998 to February 2006.
Director of Wabtec Foundation, Carnegie Science Center, and Koppers Inc.; Member of Board of Trustees of the Carnegie Museums. Member of Robbins & Myers, Inc. Board of Directors from January 2009 to February 2013. Member of Genesse & Wyoming Inc. Board of Directors to December 2019. Executive Board Member of UPMC Children’s Hospital Foundation; Board Member of Heinz History Center. Mr. Neupaver currently is the Executive Chairman of the Board of Wabtec, a position he has held since May 2018. Previously, he was Chairman of the Board of Wabtec, President and Chief Executive Officer of the Company. During that tenure, Mr. Neupaver led the Company on an unprecedented growth initiative throughout the business cycle. His leadership and business acumen have been critical elements in Wabtec’s recent success. He also serves on the boards of non-profit organizations and other public companies, through which he has gained further insight into corporate governance issues. |
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Age 58 Director since 2019 |
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Executive Vice President, Suffolk Construction Company (Feb 2020 to present); Vice President, General Electric Company (2008- September 2019); Prior to GE, Ms. Klee was a partner and co-chair of the Environmental and Natural Resources Group of Crowell & Moring LLP. Ms. Klee also held several senior positions in the Bush Administration, including General Counsel of the U.S. Environmental Protection Agency and Counselor and Special Assistant to the Secretary of the U.S. Department of the Interior.
Ms. Klee serves on the boards of WGBH (Boston, MA Public television), University of Pennsylvania − Center for Climate and Energy Solutions and Boston Harbor Now. Ms. Klee brings over 30 years of experience in environmental law, governance and compliance and is also a recognized expert in sustainability and Environmental, Social and Governance matters. |
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Age 40 Director since 2016 |
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Mr. Faiveley was a member of the Board of Faiveley Transport, S.A., a leading provider of value-added, integrated systems and services that now is a wholly owned subsidiary of Wabtec, from January 2005 until December 2016. Mr. Faiveley also has served as President and Chairman of the Board of Financiére Faiveley S.A. and Famille Faiveley Participations S.A.S. since January 2005, and is a Manager (Gérant) of Issarts Capital and Faivinvest S.C.A, and CEO of Domaine Faiveley.
Mr. Faiveley has over 13 years of experience in executive and board positions in the financial and transportation industry. His knowledge of the transportation industry and his experience as a director of Faiveley Transport, S.A. make him well suited to provide guidance to the Board, particulary with respect to the transit business. |
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Age 59 Director since 2016 |
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Ms. Harty served as Treasurer of Medtronic, plc., a global leader in medical technology services and solutions, from February 2010 to April 2017. Prior to her tenure with Medtronic, she held executive and management positions with Cardinal Health, RTM Restaurant Group, BellSouth, ConAgra and Kimberly-Clark.
Ms. Harty is a member of the Board of Directors of Parker-Hannifin Corporation and serves on the Audit Committee as Chair and as a member of the Corporate Governance and Nominating Committee. Ms. Harty is also a member of the Board of Directors of Syneos Health and serves as a member of the Audit Committee and Compensation and Management Development Committee. Ms. Harty’s extensive financial expertise, particularly in the areas of treasury, tax, decision support and acquisitions, serve as a valuable resource to Wabtec’s Board and our management team. Ms. Harty’s insights and perspectives are especially helpful as the Company continues to strengthen and grow while navigating a challenging global market. In addition, her service to the boards of other publicly traded companies provides further expertise and insight into corporate governance issues. |
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Age 66 Director since 2007 |
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Retired in June 2008 from Merrill Lynch after 25 years of service; Vice Chairman of Investment Banking for Merrill Lynch from 1999 to 2008.
Member of the St. Francis Hospital Board of Trustees from 2011 to 2016. Member of Georgetown University School of Nursing and Health Studies Board of Visitors from October 2003 to February 2011; Member of University of Connecticut Health Center Board of Directors from November 2005 to July 2009; Member from 2004 to 2010 and Treasurer from 2006 to 2010 of U.S. Lacrosse Foundation Board of Directors. Mr. Hehir has had an extensive career in global financial markets with over 30 years of experience working in investment banking, financing, corporate advisory services and capital markets. In this capacity, he advised clients on mergers and acquisitions and other corporate transactions, which are an integral part of Wabtec’s growth strategy. His experience from the highly regulated investment banking industry also provides the Board with a critical perspective on risk management. |
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Age 72 Director since 2003 |
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CEO of Transport Initiatives Edinburgh Limited from 2002-06; Chairman of FPT Group Limited 1998-2002; Chairman of EVO Electric Limited, London, 2007-12.
Member of Council of the University of Leeds, UK since September 2016; Director of Gama Aviation plc, Farnborough, UK since April 2019. Director of Hutchison China Meditech Limited, Hong Kong from 2006-17; Director since 1999 and former Chairman (2014-15) of Clothworkers’ Company, London; Trustee from 1999-2012 (Chairman of Trustees from 2006-12) City & Guilds of London Institute. Mr. Howell has 36 years of experience from executive and board positions with various companies in the railroad sector, such as Cummins Engine Company, Inc., General Electric Company, Inc., Railtrack Group plc and Transport Initiatives Edinburgh Limited. His understanding of many aspects of the international railroad and transportation industries, as well as his CEO and Chairman experience, provides the Board with a broad and relevant background regarding the management and operations of a major public company in the railroad industry. |
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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11
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a director or an immediate family member is an executive officer or employee of a company that makes payments to, or receives payments from, Wabtec or any of its subsidiaries for property or services in an amount which, in any single fiscal year, does not exceed the greater of $1 million or 2% of such other company’s consolidated gross revenue;
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a director serves as an executive officer of a charitable organization and Wabtec’s charitable contributions to such charitable organization in any fiscal year do not exceed the greater of $1 million or 2% of the charitable organization’s consolidated gross revenues; and
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a director beneficially owns less than 10% of Wabtec’s issued and outstanding common stock.
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12
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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significant weighting towards long-term incentive compensation discourages short-term risk taking;
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rolling three-year performance targets discourage short-term risk taking;
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incentive awards are capped by the Compensation Committee which discourages excessive risk taking;
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equity ownership guidelines discourage excessive risk taking; and
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Wabtec does not face the same level of risks associated with compensation for employees at financial services entities (traders and instruments with a high degree of risk) or technology companies (rapidly changing markets).
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identify the skills and characteristics to be found in candidates to be considered to serve on Wabtec’s Board of Directors and to use such to select nominees;
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recommend nominees for each Board committee;
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oversee the corporate governance of Wabtec; and
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recommend changes to Wabtec’s corporate governance guidelines.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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14
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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reviewing and approving goals and objectives for the Executive Chairman and Chief Executive Officer and determining the Chief Executive Officer’s compensation;
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reviewing and recommending compensation of all directors and officers; and
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recommending incentive compensation plans and equity-based plans.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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16
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Name
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Title
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Rafael Santana
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President and Chief Executive Officer
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Patrick D. Dugan
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Executive Vice President and Chief Financial Officer
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Albert J. Neupaver
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Executive Chairman
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David L. DeNinno
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Executive Vice President, General Counsel and Secretary
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Scott E. Wahlstrom
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Executive Vice President, Chief Human Resources Officer
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Raymond T. Betler
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Former President and Chief Executive Officer
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Stéphane Rambaud-Measson
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Former Chief Operating Officer
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The Compensation Committee reviews the executive compensation arrangements each year and considers the Company’s long-term business strategy, the results of the most recent say-on-pay advisory vote and contemporary market practices as periodically provided by an independent consultant.
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The Compensation Committee uses the Company’s stock price and other value-creating financial metrics such as earnings before interest and taxes, earnings per share, working capital, cash flow and economic profit in our executive incentive arrangements.
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The Compensation Committee annually reviews the risks associated with our compensation programs and mitigates the risks by:
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capping incentive payouts earned under our annual cash incentive award plan and our performance unit long-term incentive plan;
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maintaining stock ownership guidelines for executive management and non-employee directors;
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maintaining a recoupment policy that applies to our cash and equity incentive awards; and
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maintaining a policy that prohibits the hedging of Company stock.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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17
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The Compensation Committee and the Company require both a qualified change in control and termination (double trigger) in order for any cash severance to be paid under our change in control agreements.
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The Company does not gross-up for income or excise taxes on perquisites or severance benefits related to a change in control with the exception of additional income taxes incurred on short term business travel and relocation related benefits.
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The Company does not provide executives with an enhanced executive retirement program but rather a defined contribution or defined benefit plan similar to that provided to all employees in the country where such employees reside.
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The Company does not provide dividends or dividend equivalents on unearned performance shares.
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The Company does not re-price or backdate stock options.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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Name
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Salary
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Annual
Incentive Award |
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Long-
Term Incentive Award |
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Rafael Santana
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12%
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19%
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69%
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Patrick D. Dugan
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17%
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16%
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67%
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Albert J. Neupaver
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16%
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19%
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65%
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David L. DeNinno
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18%
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16%
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66%
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Scott E. Wahlstrom
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25%
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18%
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57%
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Raymond T. Betler
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16%
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0%
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84%
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Stéphane Rambaud-Measson
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54%
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46%
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0%
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reviewing and approving goals and objectives for the Chief Executive Officer and determining the Chief Executive Officer’s compensation;
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reviewing and recommending compensation of all directors and executive officers; and
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recommending incentive compensation plans and equity-based plans.
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Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
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| |
19
|
|
|
Executive Name
|
| |
% Increase
|
|
|
Mr. Santana
|
| |
5.21%
|
|
|
Mr. Dugan
|
| |
4.17%
|
|
|
Mr. Neupaver
|
| |
43.16%
|
|
|
Mr. DeNinno
|
| |
4.71%
|
|
|
Mr. Wahlstrom
|
| |
4.17%
|
|
|
Mr. Betler
|
| |
0%
|
|
|
Mr. Rambaud-Measson
|
| |
0%
|
|
|
Name
|
| |
Target
|
|
|
Rafael Santana
|
| |
110%
|
|
|
Patrick D. Dugan
|
| |
80%
|
|
|
Albert J. Neupaver
|
| |
100%
|
|
|
David L. DeNinno
|
| |
70%
|
|
|
Scott E. Wahlstrom
|
| |
60%
|
|
|
Raymond T. Betler
|
| |
100%
|
|
|
Stéphane Rambaud-Measson
|
| |
100%
|
|
|
20
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
|
Performance Metric
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
2019
Performance |
| |
Target
Weighting |
| |
Performance
Achieved |
|
|
EPS
|
| |
$3.28
|
| |
$4.10
|
| |
$4.92
|
| |
$4.17
|
| |
70%
|
| |
0.73
|
|
|
Cash Flow
|
| |
$621M
|
| |
$776M
|
| |
$931M
|
| |
$1,120M
|
| |
30%
|
| |
0.41
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
Total
|
| |
1.14
|
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
21
|
|
(i)
|
engages in the operation or management of a business (whether as owner, partner, officer, director, employee or otherwise) which is in competition with the Company or any of its subsidiaries;
|
(ii)
|
induces or attempts to induce any customer, supplier, licensee or other individual, corporation or other business organization having a business relationship with the Company or any of its subsidiaries to cease doing business with the Company or any of its subsidiaries or in any way interferes with the relationship between any such customer, supplier, licensee or other person and the Company or any of its subsidiaries;
|
(iii)
|
solicits any employee of the Company or any of its subsidiaries to leave the employment thereof or in any way interferes with the relationship of such employee with the Company or any of its subsidiaries; or
|
(iv)
|
makes any statements or comments, orally or in writing, of a defamatory or disparaging nature regarding the Company or any of its subsidiaries (including but not limited to regarding any of their respective businesses, officers, directors, personnel, products or policies).
|
|
22
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
|
Mr. Dugan
|
| |
8,050 shares of Wabtec common stock with a value at payout of $332,505
|
|
|
Mr. Neupaver
|
| |
17,250 shares of Wabtec common stock with a value at payout of $712,512
|
|
|
Mr. DeNinno
|
| |
5,750 shares of Wabtec common stock with a value at payout of $237,504
|
|
|
Mr. Wahlstrom
|
| |
2,990 shares of Wabtec common stock with a value at payout of $123,502
|
|
|
Mr. Betler
|
| |
14,375 shares of Wabtec common stock with a value at payout of $593,759
|
|
|
Mr. Rambaud-Measson
|
| |
9,115 shares of Wabtec common stock with a value at payout of $376,495
|
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
23
|
|
•
|
Short sales of Wabtec stock;
|
•
|
Buying and selling publicly traded Wabtec options;
|
•
|
Standing orders to buy or sell Wabtec stock;
|
•
|
Hedging or monetization transactions such as zero cost collars, forward sale contracts involving Wabtec stock;
|
•
|
Pledges of Wabtec stock as collateral for loans or margin accounts; or
|
•
|
Enter into Rule 10b5-1 plans to buy or sell Wabtec stock during blackout periods or when in possession of material, non-public information.
|
•
|
Conduct cashless exercises of options if no Wabtec securities are sold in the market to fund such exercise;
|
•
|
Continue regular and matching contributions in benefit plans;
|
•
|
Make gifts of Wabtec securities unless the recipient intends to sell the securities during the quiet period; and
|
•
|
Conduct transactions in previously approved and adopted Rule 10b5-1 plans.
|
|
24
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
25
|
|
|
Name and Position
|
| |
Year
|
| |
Salary
|
| |
Stock
Awards (1) |
| |
Option
Awards (3) |
| |
Non-Equity
Incentive Plan Compensation (4) |
| |
All Other
Compensation (5) |
| |
Total
|
|
|
Rafael Santana
President and Chief Executive Officer |
| |
2019
|
| |
$831,205
|
| |
$5,003,742
|
| |
$193,648
|
| |
$1,427,880
|
| |
$27,552
|
| |
$7,484,027
|
|
|
Patrick D. Dugan,
Executive Vice President and Chief Financial Officer |
| |
2019
|
| |
$677,100
|
| |
$2,733,575
|
| |
$152,152
|
| |
$668,320
|
| |
$26,593
|
| |
$4,257,740
|
|
|
2018
|
| |
$650,000
|
| |
$1,550,664
|
| |
$115,304
|
| |
$516,723
|
| |
$25,819
|
| |
$2,858,510
|
| |||
|
2017
|
| |
$550,000
|
| |
$1,035,895
|
| |
$100,789
|
| |
$0
|
| |
$24,949
|
| |
$1,711,633
|
| |||
|
Albert J. Neupaver (2)
Executive Chairman |
| |
2019
|
| |
$1,002,100
|
| |
$4,040,322
|
| |
$221,312
|
| |
$1,236,383
|
| |
$39,770
|
| |
$6,539,887
|
|
|
2018
|
| |
$700,000
|
| |
$2,615,300(2)
|
| |
$411,800
|
| |
$695,589
|
| |
$28,714
|
| |
$4,451,403
|
| |||
|
2017
|
| |
$632,500
|
| |
$2,369,746(2)
|
| |
$216,405
|
| |
$0
|
| |
$24,138
|
| |
$3,242,789
|
| |||
|
David L. DeNinno
Executive Vice President, General Counsel and Secretary |
| |
2019
|
| |
$602,100
|
| |
$2,196,749
|
| |
$110,656
|
| |
$568,155
|
| |
$39,364
|
| |
$3,517,024
|
|
|
2018
|
| |
$575,000
|
| |
$1,306,578
|
| |
$86,478
|
| |
$400,000
|
| |
$35,564
|
| |
$2,403,620
|
| |||
|
2017
|
| |
$475,000
|
| |
$739,925
|
| |
$72,135
|
| |
$0
|
| |
$35,169
|
| |
$1,322,229
|
| |||
|
Scott E. Wahlstrom,
Executive Vice President and Chief Human Resources Officer |
| |
2019
|
| |
$427,100
|
| |
$1,010,081
|
| |
$55,328
|
| |
$333,737
|
| |
$27,570
|
| |
$1,853,816
|
|
|
Raymond T. Betler (6)
Former President and Chief Executive Officer |
| |
2019
|
| |
$625,000
|
| |
$9,188,476
|
| |
$944,034
|
| |
$0
|
| |
$5,034,883
|
| |
$15,792,393
|
|
|
2018
|
| |
$1,250,000
|
| |
$2,440,860
|
| |
$288,260
|
| |
$1,242,122
|
| |
$29,006
|
| |
$5,250,248
|
| |||
|
2017
|
| |
$1,000,000
|
| |
$2,219,775
|
| |
$216,405
|
| |
$0
|
| |
$23,352
|
| |
$3,459,532
|
| |||
|
Stéphane Rambaud-Measson (7)
Former Chief Operating Officer |
| |
2019
|
| |
$271,027
|
| |
$1,026,032
|
| |
$0
|
| |
$121,126
|
| |
$6,566,543
|
| |
$7,984,728
|
|
|
2018
|
| |
$900,000
|
| |
$2,297,280
|
| |
$0
|
| |
$900,000
|
| |
$203,894
|
| |
$4,301,174
|
| |||
|
2017
|
| |
$851,929
|
| |
$2,119,438
|
| |
$0
|
| |
$81,988
|
| |
$62,314
|
| |
$3,115,669
|
|
(1)
|
Reflects the aggregate grant date fair value dollar amount computed in accordance with FASB ASC Topic 718, which we refer to as “ASC 718”, related to the awards of a) restricted stock made to the named executive officers in March 2019 under the 2011 Stock Incentive Plan; and b) long-term incentive awards granted to the named executive officers in 2019 for the 2019-2021 performance period. For the assumptions used in the calculation of this amount under ASC 718, see Note 13 of the Notes to the Consolidated Financial Statements in Wabtec’s Annual Report on Form 10-K for the year ended December 31, 2019. The value of the 2019 long term incentive award is based on probable achievement of the applicable target performance goals. The value of that award based on achievement of maximum performance level would be: for Mr. Santana – $1,977,780 ; for Mr. Dugan – $1,553,970; for Mr. Neupaver - $2,260,320; for Mr. DeNinno – $1,130,160; for Mr. Wahlstrom – $565,080. Also includes the incremental grant date fair value of certain performance units and restricted shares modified for Mr. Betler in accordance with his Transition Agreement with Wabtec dated April 24, 2019, and the incremental grant date fair value of certain performance units modified for Mr. Rambaud-Measson in accordance with his Separation Agreement with Wabtec dated February 13, 2019. See Grants of Plan-Based Awards for additional details.
|
(2)
|
Mr. Neupaver was paid as an executive officer of Wabtec from January 1, 2017 to May 31, 2017, and then as a non-employee director from June 1, 2017 to December 31, 2017. Mr. Neupaver’s salary for 2017 above reflects compensation as an employee of $432,500, as well as a cash retainer of $85,000, and an additional cash retainer of $115,000 as Chairman of the Board. Furthermore, Mr. Neupaver’s stock awards for 2017 above reflects an award as an employee of $2,219,715, as well as a stock retainer of 1,819 shares valued at $150,031 as Chairman of the Board. In May 2018, Mr. Neupaver was re-appointed Executive Chairman of the Board and an executive officer of the Company. Upon Mr. Neupaver’s re-appointment to Executive Chairman, Mr. Neupaver was awarded 20,000 shares of restricted stock, and 20,000 options.
|
(3)
|
Reflects the aggregate grant date fair value dollar amount computed in accordance with ASC 718 related to the named executive officers that had stock options granted during the year. For the assumptions used in the calculation of this amount under ASC 718, see Note 13 of the Notes to the Consolidated Financial Statements in Wabtec’s Annual Report on Form 10-K for the year ended December 31, 2019.
|
(4)
|
Reflects amounts earned by the named executive officers for fiscal years 2019, 2018 and 2017 under Wabtec’s annual incentive award plan. Payment for 2019 performance was made in February 2020.
|
|
26
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
(5)
|
The following table sets forth a detailed breakdown of the items which compose “All Other Compensation” except for Mr. Rambaud-Measson which is set forth in Footnote 7 below:
|
|
Name
|
| |
Year
|
| |
Severance
Payments |
| |
Tax
Gross Up Payments* |
| |
Social
and Health Club Dues |
| |
Company
Matching Contribution to 401(k) Plan |
| |
Imputed
Group Term Life Insurance Premium Payments |
| |
Total
|
|
|
Rafael Santana
|
| |
2019
|
| |
$0
|
| |
$18,806
|
| |
$0
|
| |
$8,400
|
| |
$1,066
|
| |
$27,552
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Patrick D. Dugan
|
| |
2019
|
| |
$0
|
| |
$0
|
| |
$7,861
|
| |
$16,800
|
| |
$1,932
|
| |
$26,593
|
|
|
|
| |
2018
|
| |
$0
|
| |
$0
|
| |
$7,387
|
| |
$16,500
|
| |
$1,932
|
| |
$25,819
|
|
|
|
| |
2017
|
| |
$0
|
| |
$0
|
| |
$7,117
|
| |
$15,900
|
| |
$1,932
|
| |
$24,949
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Albert J. Neupaver
|
| |
2019
|
| |
$0
|
| |
$0
|
| |
$12,302
|
| |
$16,800
|
| |
$10,668
|
| |
$39,770
|
|
|
|
| |
2018
|
| |
$0
|
| |
$0
|
| |
$5,649
|
| |
$16,500
|
| |
$6,565
|
| |
$28,714
|
|
|
|
| |
2017
|
| |
$0
|
| |
$0
|
| |
$3,725
|
| |
$15,900
|
| |
$4,513
|
| |
$24,138
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
David L. DeNinno
|
| |
2019
|
| |
$0
|
| |
$0
|
| |
$17,021
|
| |
$16,800
|
| |
$5,543
|
| |
$39,364
|
|
|
|
| |
2018
|
| |
$0
|
| |
$0
|
| |
$13,599
|
| |
$16,500
|
| |
$5,465
|
| |
$35,564
|
|
|
|
| |
2017
|
| |
$0
|
| |
$0
|
| |
$14,018
|
| |
$15,900
|
| |
$5,251
|
| |
$35,159
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Scott E. Wahlstrom
|
| |
2019
|
| |
$0
|
| |
$0
|
| |
$7,764
|
| |
$16,800
|
| |
$3,006
|
| |
$27,570
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |||
|
Raymond T. Betler
|
| |
2019
|
| |
$5,022,800
|
| |
$0
|
| |
$3,498
|
| |
$5,600
|
| |
$2,985
|
| |
$5,034,883
|
|
|
|
| |
2018
|
| |
$0
|
| |
$0
|
| |
$6,962
|
| |
$16,500
|
| |
$5,544
|
| |
$29,006
|
|
|
|
| |
2017
|
| |
$0
|
| |
$0
|
| |
$1,908
|
| |
$15,900
|
| |
$5,544
|
| |
$23,352
|
|
*
|
For Mr. Santana, the tax gross up payment for 2019 represents a tax equalization payment related to his state of residence.
|
(6)
|
Mr. Betler terminated employment with Wabtec effective July 1, 2019 in accordance with a Transition Agreement dated April 24, 2019. See “Potential Payments Upon Termination or Change in Control” for additional details about that agreement. For purposes of this Summary Compensation Table: (i) “Stock Awards” includes, in addition to the grant date fair value of his regular annual restricted shares and performance units granted in March 2019, the aggregate incremental fair value of certain restricted share and performance unit awards that were modified by the Transition Agreement (including his March 2019 awards) to provide full vesting of the restricted shares and permit continued, prorated vesting of the performance units (subject to actual performance results); (ii) “Option Awards” includes, in addition to the grant date fair value of his regular annual options granted in March 2019, the aggregate incremental fair value of certain option awards that were modified by the Transition Agreement (including his March 2019 award) to provide full vesting; and (iv) “All Other Compensation” includes a cash severance payment and the value of benefits continuation required by the Transition Agreement.
|
(7)
|
Mr. Rambaud-Measson terminated employment with Wabtec on February 12, 2019 and in connection with that termination entered into a Separation Agreement and Consulting Agreement. See “Potential Payments Upon Termination or Change in Control” for additional details about these agreements. For purposes of this Summary Compensation Table: (i) “Salary” for 2019 includes monthly consulting fees paid under the Consulting Agreement for 2019; (ii) “Stock Awards” includes the aggregate incremental fair value of the 2017 and 2018 performance units that were modified by the Separation Agreement to permit continued, prorated vesting (subject to actual performance results); (iii) “Non-Equity Incentive Plan Compensation” includes the prorated annual bonus for 2019 as required by the Separation Agreement; and (iv) “All Other Compensation” includes the other cash severance payments and expense reimbursements required by the Separation Agreement, including (A) $3,600,000 in a lump sum cash severance payment, (B) $2,626,763 as a cash payment based on the May 1, 2019 fair market value of Wabtec’s common stock for certain forfeited restricted stock units, (C) $1,000 for certain 2019 tax services, (D) $12,192 in for certain travel and relocation benefits in 2019, and (E) $305,100 to satisfy certain French pension and unemployment insurance requirements. In addition, during 2019, Mr. Rambaud-Measson received a housing allowance of $4,797, a car allowance of $1,072 and tax gross-up payments of $15,619 related to his relocation expenses and car and housing allowances. Cash compensation was paid to Mr. Rambaud-Measson in both US dollars and euros, and for purposes of the Summary Compensation Table and other applicable tables in this proxy statement converted to U.S. dollars using an exchange rate of 1.13 US$ per euro determined as of March 15, 2019.
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
27
|
|
|
2019 Grants of Plan Based Awards
|
|
|
|
| |
|
| |
Estimated Future Payouts
Under Non-Equity Incentive Plan Awards ($) (1) |
| |
Estimated Future
Payouts Under Equity Incentive Plan Awards (#) (2) |
| |
All Other
Stock Awards: Number of Shares of Stock or Unit (#)s |
| |
All Other
Option Awards: Number of Securities Underlying Options (#) (6) |
| |
Exercise
Price of Option Awards ($) |
| |
Grant
Date Fair Value of Stock and Option Awards ($) (7) |
| ||||||||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
Threshold
|
| |
Target
|
| |
Maximum
|
| |
|
| |
|
| |
|
| |
|
|
|
Mr. Santana
|
| |
|
| |
$0
|
| |
$1,157,310
|
| |
$2,603,948
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
7,000
|
| |
14,000
|
| |
28,000
|
| |
|
| |
|
| |
|
| |
$988,890
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
28,313(3)
|
| |
|
| |
|
| |
$1,999,889
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
9,800(4)
|
| |
|
| |
|
| |
$692,223
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
14,000(6)
|
| |
|
| |
|
| |
|
| |
|
| |
$988,930
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
9,800
|
| |
$70.64
|
| |
$193,648
|
|
|
|
| |
5/17/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,000(4)
|
| |
|
| |
|
| |
333,850
|
|
|
Mr. Dugan
|
| |
|
| |
$0
|
| |
$541,680
|
| |
$1,218,780
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
5,500
|
| |
11,000
|
| |
22,000
|
| |
|
| |
|
| |
|
| |
$776,985
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,700(4)
|
| |
|
| |
|
| |
$543,890
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,000(5)
|
| |
|
| |
|
| |
$706,350
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
10,000(6)
|
| |
|
| |
|
| |
|
| |
|
| |
$706,350
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,700
|
| |
$70.64
|
| |
$152,152
|
|
|
Mr. Neupaver
|
| |
|
| |
$0
|
| |
$1,002,100
|
| |
$2,254,725
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
8,000
|
| |
16,000
|
| |
32,000
|
| |
|
| |
|
| |
|
| |
$1,130,160
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
11,200(4)
|
| |
|
| |
|
| |
$791,002
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
20,000(5)
|
| |
|
| |
|
| |
$1,412,700
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
10,000(6)
|
| |
|
| |
|
| |
|
| |
|
| |
$706,350
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
11,200
|
| |
$70.64
|
| |
$221,312
|
|
|
Mr. DeNinno
|
| |
|
| |
$0
|
| |
$421,470
|
| |
$948,308
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
4,000
|
| |
8,000
|
| |
16,000
|
| |
|
| |
|
| |
|
| |
$565,080
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,600(4)
|
| |
|
| |
|
| |
$395,556
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,000(5)
|
| |
|
| |
|
| |
$706,350
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
7,500(6)
|
| |
|
| |
|
| |
|
| |
|
| |
$529,763
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,600
|
| |
$70.64
|
| |
110,656
|
|
|
Mr. Wahlstrom
|
| |
|
| |
$0
|
| |
$256,260
|
| |
$576,585
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
2,000
|
| |
4,000
|
| |
8,000
|
| |
|
| |
|
| |
|
| |
$282,540
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,800(4)
|
| |
|
| |
|
| |
$197,778
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
3,750(5)
|
| |
|
| |
|
| |
$264,881
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
3,750(6)
|
| |
|
| |
|
| |
|
| |
|
| |
$264,881
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
2,800
|
| |
$70.64
|
| |
$55,328
|
|
|
Mr. Betler (9)
|
| |
|
| |
$0
|
| |
$1,250,000
|
| |
$2,812,500
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
10,000
|
| |
20,000
|
| |
40,000
|
| |
|
| |
|
| |
|
| |
$1,412,700
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
24,000(4)
|
| |
|
| |
|
| |
$1,695,240
|
|
|
|
| |
3/6/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,000
|
| |
$70.64
|
| |
$276,640
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
6,250
|
| |
12,500
|
| |
25,000
|
| |
|
| |
|
| |
|
| |
$954,750
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
5,000
|
| |
10,000
|
| |
20,000
|
| |
|
| |
|
| |
|
| |
$763,800
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
1,667
|
| |
3,333
|
| |
6,666
|
| |
|
| |
|
| |
|
| |
$254,651
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
53,775
|
| |
|
| |
|
| |
$4,107,335
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
4,025
|
| |
$61.33
|
| |
$79,534
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
5,250
|
| |
$87.05
|
| |
$103,740
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,500
|
| |
$71.79
|
| |
$207,480
|
|
|
|
| |
4/24/19
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,000
|
| |
$70.64
|
| |
$276,640
|
|
|
Mr. Rambaud-Measson (10)
|
| |
|
| |
$0
|
| |
$900,000
|
| |
$2,025,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2/12/19
|
| |
|
| |
|
| |
|
| |
3,963
|
| |
7,926
|
| |
15,852
|
| |
|
| |
|
| |
|
| |
$575,903
|
|
|
|
| |
2/12/19
|
| |
|
| |
|
| |
|
| |
3,098
|
| |
6,195
|
| |
12,390
|
| |
|
| |
|
| |
|
| |
$450,129
|
|
(1)
|
Reflects the possible payments under Wabtec’s annual incentive award plan.
|
(2)
|
Reflects the grant of performance units for the three-year performance period of 2019-2021 approved by the Compensation Committee in February 2019 under Wabtec’s 2011 Stock Incentive Plan. These columns reflect the range of payouts possible for this grant. A performance unit is equal to a share of Wabtec common stock. If Wabtec achieves its three-year cumulative economic profit goal, then participants will earn the target number of performance units. In general, the goals increase each year taking into account expected market conditions, and are intended to reflect a superior performance by management. If Wabtec achieves the maximum three-year cumulative economic profit goal, a participant will earn a maximum number (equal to two times the target level) of performance units. If Wabtec achieves the threshold three-year cumulative economic profit goal, a participant will earn a threshold number (equal to one-quarter of the target level) of performance units. No performance units will be earned for performance below the three-year cumulative economic profit threshold and no additional performance units will be earned for performance exceeding the three-year cumulative economic profit maximum. Payouts for these awards, if any, will be made by March 31, 2022.
|
(3)
|
Reflects the grant of restricted stock to Mr. Santana on March 6, 2019 under Wabtec’s 2011 Stock Incentive Plan. One-fourth of the shares vested on March 1, 2020 and the remaining shares will vest in one-fourth increments on March 1, 2021, March 1, 2022, and March 1, 2023.
|
|
28
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
(4)
|
Reflects the grant of restricted stock to the named executive officers on March 6, 2019 under Wabtec’s 2011 Stock Incentive Plan. One-third of the shares vested on March 1, 2020 and the remaining shares will vest in one-third increments on March 1, 2021 and March 1, 2022.
|
(5)
|
Reflects the grant of restricted stock to the named executive officers as a special success award on March 6, 2019 under Wabtec’s 2011 Stock Incentive Plan. One-third of the shares vested on March 1, 2020 and the remaining shares will vest in one-third increments on March 1, 2021 and March 1, 2022.
|
(6)
|
Reflects the grant of restricted stock to the named executive officers as a special synergy award on March 6, 2019 under Wabtec’s 2011 Stock Incentive Plan. One half of the shares vested on March 1, 2020 as the result of meeting predetermined synergy targets, and the remaining shares will vest March 1, 2021 and March 1, 2022 subject to meeting pre-determined synergy targets.
|
(7)
|
Reflects the grant of options to the named executive officers on March 6, 2019 under Wabtec’s 2011 Stock Incentive Plan. One-third of the shares vested on March 1, 2020 and the remaining shares will vest in one-third increments on March 1, 2021 and March 1, 2022.
|
(8)
|
Reflects the grant date fair value computed in accordance with ASC 718.
|
(9)
|
The awards with a grant date of April 24, 2019 are the previously granted performance units, restricted shares and options that were modified as a result of the Transition Agreement between Wabtec and Mr. Betler dated April 24, 2019, which provided for (i) continued, prorated vesting of the performance units subject to actual performance results, and (ii) full vesting of all unvested restricted shares and options, all effective upon his July 1, 2019 separation date.
|
(10)
|
The awards with a grant date of February 12, 2019 are the previously granted performance units that were modified as a result of the Separation Agreement between Wabtec and Mr. Rambaud-Measson dated February 13, 2019, which provided for continued, prorated vesting of the performance units subject to actual performance results.
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
29
|
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested |
| |
Market
Value of Shares or Units of Stock That Have Not Vested |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) |
|
|
Rafael Santana
|
| |
0
|
| |
9,800
|
| |
$
|
| |
|
| |
|
| |
|
| |
14,000
|
| |
$1,091,020
|
|
|
|
| |
|
| |
|
| |
70.64
|
| |
3/6/2029
|
| |
9,800(6)
|
| |
$763,714
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
14,000(9)
|
| |
$1,091,020
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
28,313(12)
|
| |
$2,206,432
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
5,000(6)
|
| |
$389,650
|
| |
|
| |
|
|
|
Patrick D. Dugan
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
27,050
|
| |
$2,108,007
|
|
|
|
| |
875
|
| |
0
|
| |
$87.03
|
| |
2/10/2025
|
| |
1,050(3)
|
| |
$81,827
|
| |
|
| |
|
|
|
|
| |
1,050
|
| |
1,050
|
| |
$61.33
|
| |
2/9/2026
|
| |
7,500(7)
|
| |
$584,475
|
| |
|
| |
|
|
|
|
| |
1,225
|
| |
2,450
|
| |
$87.05
|
| |
2/7/2027
|
| |
2,450(4)
|
| |
$190,929
|
| |
|
| |
|
|
|
|
| |
1,400
|
| |
4,200
|
| |
$71.79
|
| |
2/6/2028
|
| |
4,200(8)
|
| |
$327,306
|
| |
|
| |
|
|
|
|
| |
0
|
| |
7,770
|
| |
$70.64
|
| |
3/6/2029
|
| |
4,000(5)
|
| |
$311,720
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
7,700(6)
|
| |
$600,061
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
10,000(9)
|
| |
$779,300
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
10,000(10)
|
| |
$779,300
|
| |
|
| |
|
|
|
Albert J. Neupaver
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
43,250
|
| |
$3,370,473
|
|
|
|
| |
40,500
|
| |
0
|
| |
$28.70
|
| |
2/15/2021
|
| |
4,025(3)
|
| |
$313,668
|
| |
|
| |
|
|
|
|
| |
30,800
|
| |
0
|
| |
$35.29
|
| |
2/14/2022
|
| |
5,250(4)
|
| |
$409,133
|
| |
|
| |
|
|
|
|
| |
23,800
|
| |
0
|
| |
$48.29
|
| |
2/12/2023
|
| |
15,000(11)
|
| |
$1,168,950
|
| |
|
| |
|
|
|
|
| |
15,400
|
| |
0
|
| |
$72.82
|
| |
2/11/2024
|
| |
11,200(6)
|
| |
$872,816
|
| |
|
| |
|
|
|
|
| |
13,000
|
| |
0
|
| |
$87.03
|
| |
2/10/2025
|
| |
|
| |
|
| |
10,000(9)
|
| |
$779,300
|
|
|
|
| |
12,075
|
| |
4,025
|
| |
$61.33
|
| |
2/9/2026
|
| |
20,000(10)
|
| |
$1,558,600
|
| |
|
| |
|
|
|
|
| |
5,250
|
| |
5,250
|
| |
$87.05
|
| |
2/7/2027
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
5,000
|
| |
15,000
|
| |
$94.87
|
| |
5/18/2028(11)
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
0
|
| |
11,200
|
| |
$70.64
|
| |
3/6/2029
|
| |
|
| |
|
| |
|
| |
|
|
|
David L. DeNinno
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
19,750
|
| |
$1,539,118
|
|
|
|
| |
875
|
| |
0
|
| |
$87.03
|
| |
2/10/2025
|
| |
1,050(3)
|
| |
$81,827
|
| |
|
| |
|
|
|
|
| |
1,050
|
| |
1,050
|
| |
$61.33
|
| |
2/9/2026
|
| |
12,000(7)
|
| |
$935,160
|
| |
|
| |
|
|
|
|
| |
875
|
| |
1,750
|
| |
$87.05
|
| |
2/7/2027
|
| |
1,750(4)
|
| |
$136,378
|
| |
|
| |
|
|
|
|
| |
1,050
|
| |
3,150
|
| |
$71.79
|
| |
2/6/2028
|
| |
4,000(8)
|
| |
$311,720
|
| |
|
| |
|
|
|
|
| |
0
|
| |
5,600
|
| |
$70.64
|
| |
3/6/2029
|
| |
3,150(5)
|
| |
$245,480
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
5,600(6)
|
| |
$436,408
|
| |
|
| |
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
7,500(9)
|
| |
$584,475
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
10,000(10)
|
| |
$779,300
|
| |
|
| |
|
|
|
Scott Wahlstrom
|
| |
6,000
|
| |
0
|
| |
$28.69
|
| |
2/15/2021
|
| |
|
| |
|
| |
9,990
|
| |
$778,521
|
|
|
|
| |
5,040
|
| |
0
|
| |
$35.29
|
| |
2/14/2022
|
| |
700(3)
|
| |
$54,551
|
| |
|
| |
|
|
|
|
| |
3,920
|
| |
0
|
| |
$48.29
|
| |
2/12/2023
|
| |
3,250(7)
|
| |
$253,273
|
| |
|
| |
|
|
|
|
| |
2,590
|
| |
0
|
| |
$72.82
|
| |
2/11/2024
|
| |
910(4)
|
| |
$70,916
|
| |
|
| |
|
|
|
|
| |
2,400
|
| |
0
|
| |
$87.03
|
| |
2/10/2025
|
| |
2,000(8)
|
| |
$155,860
|
| |
|
| |
|
|
|
|
| |
2,100
|
| |
700
|
| |
$61.33
|
| |
2/9/2026
|
| |
1,575(5)
|
| |
$122,740
|
| |
|
| |
|
|
|
|
| |
910
|
| |
910
|
| |
$87.05
|
| |
2/7/2027
|
| |
2,800(6)
|
| |
$218,204
|
| |
|
| |
|
|
|
|
| |
525
|
| |
1,575
|
| |
$71.79
|
| |
2/6/2028
|
| |
|
| |
|
| |
3,750(9)
|
| |
$292,238
|
|
|
|
| |
0
|
| |
2,800
|
| |
$70.64
|
| |
3/6/2029
|
| |
3,750(10)
|
| |
$292,238
|
| |
|
| |
|
|
|
30
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Securities Underlying Unexercised Options Exercisable |
| |
Number of
Securities Underlying Unexercised Options Unexercisable (1) |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |
Number of
Shares or Units of Stock That Have Not Vested |
| |
Market
Value of Shares or Units of Stock That Have Not Vested |
| |
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (2) |
| |
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested (2) |
|
|
Raymond T. Betler
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
27,709
|
| |
$2,159,362
|
|
|
|
| |
2,750
|
| |
0
|
| |
$87.03
|
| |
6/30/2020
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
8,050
|
| |
0
|
| |
$61.33
|
| |
6/30/2020
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
7,875
|
| |
0
|
| |
$87.05
|
| |
6/30/2020
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
14,000
|
| |
0
|
| |
$71.79
|
| |
6/30/2020
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
14,000
|
| |
0
|
| |
$70.64
|
| |
6/30/2020
|
| |
|
| |
|
| |
|
| |
|
|
|
Stéphane Rambaud-Measson
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
15,310
|
| |
$1,193,108
|
|
(1)
|
Option awards granted to the NEOs prior to March 1, 2019 vest one-fourth per year beginning on March 1 of the year after the grant date. Option awards granted to the NEOs after March 1, 2019 vest one-third per year beginning on March 1 of the year after the grant date.
|
(2)
|
This represents the aggregate number of actual performance units granted relative to the 2017-2019 long-term incentive plan, the target performance units that would be paid out upon the Company meeting financial goals relative to the 2018-2020 long-term incentive plan and the target performance units that would be paid out upon the Company meeting financial goals relative to the 2019-2021 long-term incentive plan multiplied by the fair market value of Wabtec common stock price as of December 31, 2019.
|
(3)
|
This represents the number of restricted shares of Wabtec stock that were granted in 2016 to the executive under the 2011 Stock Incentive Plan and that remain unvested as of December 31, 2019. One-fourth of this award vested on March 1, 2017, March 1, 2018, March 1, 2019 and March 1, 2020.
|
(4)
|
This represents the restricted shares of Wabtec stock that were granted in 2017 to the executive under the 2011 Stock Incentive Plan and that remain unvested as of December 31, 2019. One-fourth of this award vested on March 1, 2018, March 1, 2019 and March 1, 2020, and the remaining shares will vest on March 1, 2021.
|
(5)
|
This represents the number of restricted shares of Wabtec stock that were granted in 2018 to the executive under the 2011 Stock Incentive Plan and that remain unvested as of December 31, 2019. One-fourth of this award vested on March 1, 2019 and March 1, 2020, and the remaining shares will vest in one-fourth increments on March 1, 2021, and March 1, 2022.
|
(6)
|
This represents the number of restricted shares of Wabtec stock that were granted in 2019 to the executive under the 2011 Stock Incentive Plan and that remain unvested as of December 31, 2019. One-third of this award vested on March 1, 2020 and the remaining shares will vest in one-third increments on March 1, 2021 and March 1, 2022.
|
(7)
|
This represents the number of restricted shares of Wabtec stock that were granted to the executive in 2016 under the 2011 Stock Incentive Plan that remain unvested as of December 31, 2019. The entire grant of shares is subject to cliff vesting four years from the date of grant and will vest in full on December 13, 2020.
|
(8)
|
This represents the number of restricted shares of Wabtec stock that were granted to the executive under the 2011 Stock Incentive Plan that remained unvested as of December 31, 2019. One half of the shares vested on December 31, 2019, and the remaining shares will vest in one-quarter increments on December 31, 2020 and December 31, 2021.
|
(9)
|
This represents the number of restricted shares of Wabtec stock that were granted to the executive as a special synergy award in 2019 under the 2011 Stock Incentive Plan that remained unvested as of December 31, 2019. One half of the shares vested on March 1, 2020 as the result of meeting pre-determined synergy targets, and the remaining shares will vest on March 1, 2021 and March 1, 2022 subject to meeting predetermined synergy targets.
|
(10)
|
This represents the number of restricted shares of Wabtec stock that were granted to the executive as a special success award in 2019 under the 2011 Stock Incentive Plan that remained unvested as of December 31, 2019. One-third of this award vested on March 1, 2020 and the remaining shares will vest in one-third increments on March 1, 2021 and March 1, 2022.
|
(11)
|
This represents the number of restricted options and shares of Wabtec stock that were granted to the executive under the 2011 Stock Incentive Plan that remained unvested as of December 31, 2019. One quarter of the options and shares vested on February 25, 2019. The remaining options and shares will vest upon transition to a non-executive chairman role upon approval of Wabtec’s board of directors.
|
(12)
|
This represents the number of restricted shares of Wabtec stock that were granted to the executive in 2019 under the 2011 Stock Incentive Plan that remained unvested as of December 31, 2019. One-fourth of this award vested on March 1, 2020, and the remaining shares will vest in one-fourth increments on March 1, 2021, March 1, 2022, and March 1, 2023.
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
31
|
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares Acquired on Exercise |
| |
Value
Realized on Exercise (3) |
| |
Number of
Shares Acquired on Vesting |
| |
Value
Realized on Vesting (1) |
|
|
Rafael Santana
|
| |
0
|
| |
$0
|
| |
0
|
| |
$0
|
|
|
Patrick D. Dugan
|
| |
0
|
| |
$0
|
| |
13,436
|
| |
$994,003(2)
|
|
|
Albert J. Neupaver
|
| |
0
|
| |
$0
|
| |
33,531
|
| |
$2,445,319(2)
|
|
|
David L. DeNinno
|
| |
0
|
| |
$0
|
| |
12,736
|
| |
$943,159(2)
|
|
|
Scott E. Wahlstrom
|
| |
0
|
| |
$0
|
| |
7,463
|
| |
$550,601(2)
|
|
|
Raymond T. Betler
|
| |
0
|
| |
$0
|
| |
85,281
|
| |
$6,134,934(2)
|
|
|
Stéphane Rambaud-Measson
|
| |
0
|
| |
$0
|
| |
35,183
|
| |
$2,626,763
|
|
(1)
|
Calculated by multiplying the number of shares of restricted stock that vested by the market price of Wabtec’s common stock on the vesting date.
|
(2)
|
This includes a payout under the 2016-2018 long-term incentive plan. Under this plan, Mr. Dugan, Mr. Neupaver, Mr. DeNinno, Mr. Wahlstrom and Mr. Betler earned and received on March 20, 2019, a payout of 4,886, 18,731, 4,886, 3,258 and 18,731 shares of Wabtec common stock, respectively, with the respective values on that date of $351,816, $1,348,726, $351,816, $234,592, and $1,348,726. Mr. Santana and Mr. Rambaud-Measson did not participate in the 2016-2018 long-term incentive plan.
|
|
32
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
33
|
|
|
34
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
|
Name
|
| |
Disability
|
| |
Death During
Employment (1) |
| |
Section 8 or 11
Event (2) |
|
|
Mr. Santana
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
$71,491
|
| |
$71,491
|
| |
$71,491
|
|
|
Restricted Stock
|
| |
|
| |
|
| |
$4,450,816
|
|
|
Performance Units(3)
|
| |
|
| |
|
| |
$2,218,040
|
|
|
Mr. Dugan
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
$99,390
|
| |
$99,390
|
| |
$125,415
|
|
|
Restricted Stock
|
| |
|
| |
|
| |
$3,654,917
|
|
|
Performance Units(3)
|
| |
|
| |
|
| |
$4,052,360
|
|
|
Mr. Neupaver
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
$148,519
|
| |
$148,519
|
| |
$4,440,327
|
|
|
Restricted Stock
|
| |
|
| |
|
| |
$5,102,467
|
|
|
Performance Units(3)
|
| |
|
| |
|
| |
$6,390,260
|
|
|
Mr. DeNinno
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
$77,623
|
| |
$77,623
|
| |
$101,500
|
|
|
Restricted Stock
|
| |
|
| |
|
| |
$3,510,747
|
|
|
Performance Units(3)
|
| |
|
| |
|
| |
$2,961,340
|
|
|
Mr. Wahlstrom
|
| |
|
| |
|
| |
|
|
|
Options
|
| |
$41,717
|
| |
$41,717
|
| |
$706,630
|
|
|
Restricted Stock
|
| |
|
| |
|
| |
$1,460,019
|
|
|
Performance Units(3)
|
| |
|
| |
|
| |
$1,496,256
|
|
(1)
|
The Compensation Committee has discretion in instances of death during employment, voluntary termination with consent and retirement to decide to pay all or part of a performance award contingent upon achievement of performance and based on a variety of factors which may result in an incremental benefit to a named executive officer. The incremental benefit would be the same as that disclosed under the column titled “Section 8 or 11 Event” if the Compensation Committee decided to pay all of the award.
|
(2)
|
Our 2011 Stock Incentive Plan does not provide for gross-up payments in the event of an excise tax liability upon a change of control. Such gross-up payments may be made under our 2000 Stock Incentive Plan. However, under our Agreements, payments to an employee upon a change of control may be subject to limitations in the event that an excise tax liability would be triggered.
|
(3)
|
Assumes maximum number of units are paid and includes units which were vested as of December 31, 2019 but were not yet paid to participants.
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
35
|
|
•
|
a lump-sum cash payment of $3,600,000 to satisfy severance requirements;
|
•
|
eligibility to receive a pro-rated annual bonus for calendar year 2019 based on the number of days worked from January 1, 2019 through the Separation Date and Wabtec’s actual performance;
|
•
|
eligibility to receive a pro-rated award related to the performance units previously granted to Mr. Rambaud-Meassonbased on Wabtec’s actual performance during the applicable performance period;
|
•
|
a lump-sum cash amount equal to the fair market value as of May 1, 2019 of 35,183 restricted stock units previously granted to Mr. Rambaud-Measson under Wabtec’s 2011 Stock Incentive Plan;
|
•
|
tax planning advice and tax return preparation services from Deloitte for calendar years 2018, 2019 and 2020;
|
•
|
reimbursement for relocation expenses in connection with Mr. Rambaud-Measson’s relocation to Germany and other related reimbursements; and
|
•
|
a lump-sum cash payment of 270,000 Euros to satisfy certain French pension and unemployment insurance requirements.
|
•
|
the annual total compensation of our median employee of our company (other than our CEO) was $42,045; and
|
•
|
the annual total compensation of our CEO, as reported in the Summary Compensation Table presented on page 26, was $7,484,027.
|
•
|
We selected December 31, 2019 as the date upon which we would identify the median employee.
|
•
|
We determined that, as of December 31, 2019, our employee population for pay ratio disclosure purposes consisted of approximately 27,521 individuals. We did not use any statistical sampling techniques.
|
•
|
To identify the median employee from our employee population, we used total target cash compensation reflected in our payroll records for those employees.
|
|
36
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
•
|
In making these determinations, we annualized the compensation of all permanent employees who were hired in 2019 but did not work for us or our consolidated subsidiaries for the entire fiscal year. We did not make any cost-of-living adjustments in identifying the median employee.
|
•
|
With respect to the annual total compensation of the median employee, we identified and calculated the elements of such employee’s compensation for 2019 in accordance with the requirements of Item 402(c)(2)(x) of SEC Regulation S-K, resulting in annual total compensation of $42,045.
|
•
|
Mr. Santana became our Chief Executive Officer effective July 1, 2019, but his compensation for the full year was representative of his Chief Executive Officer role, and his salary and annual incentive award reported in the Summary Compensation Table reflected a full year of work. Therefore we did not otherwise adjust or annualize his compensation for purposes of determining the pay ratio noted above
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
37
|
|
|
Name
|
| |
Fees
Earned or Paid in Cash |
| |
Stock
Awards (1)(2) |
| |
Total
|
|
|
Phillipe Alfroid
|
| |
$100,000
|
| |
$150,032
|
| |
$250,032
|
|
|
Robert J. Brooks
|
| |
$0
|
| |
$0
|
| |
$0
|
|
|
Erwan Faiveley
|
| |
$100,000
|
| |
$150,032
|
| |
$250,032
|
|
|
Emilio A. Fernandez
|
| |
$115,000
|
| |
$150,032
|
| |
$265,032
|
|
|
Lee B. Foster, II(3)
|
| |
$117,500
|
| |
$150,032
|
| |
$267,532
|
|
|
Linda A. Harty
|
| |
$120,000
|
| |
$150,032
|
| |
$270,032
|
|
|
Michael W. D. Howell
|
| |
$100,000
|
| |
$150,032
|
| |
$250,032
|
|
|
William E. Kassling(4)
|
| |
$130,000
|
| |
$150,032
|
| |
$280,032
|
|
|
Brian P. Hehir
|
| |
$100,000
|
| |
$150,032
|
| |
$250,032
|
|
|
Ann Klee
|
| |
$41,667
|
| |
$62,485
|
| |
$104,152
|
|
(1)
|
Reflects the aggregate grant date fair value dollar amount calculated in accordance with ASC 718 related to the awards of stock to the directors under the 1995 Non-Employee Directors’ Fee and Stock Option Plan. For the assumptions used in the calculation of this amount under ASC 718, see Note 12 of the Notes to Consolidated Financial Statements in Wabtec’s Annual Report on Form 10-K for the year ended December 31, 2019.
|
(2)
|
The annual award of the $150,032 stock retainer was made on May 17, 2019, with each non-employee director being granted 2,247 restricted shares of Wabtec common stock with a grant date fair market value of $66.77 per share. Mr. Brooks retired from the Board prior to this grant and therefore did not receive it. Ms. Klee was granted 816 restricted shares of Wabtec common stock with a grant date fair market value of $76.58 per share upon joining the Board of Directors on December 5, 2019.
|
(3)
|
Mr. Foster elected to defer 100% of the stock retainer.
|
(4)
|
Mr. Kassling serves as non-employee Lead Director.
|
|
38
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
39
|
|
| |
|
40
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
•
|
Stock Options. Stock options entitle the holder to purchase a specified number of shares of common stock at a specified price (the exercise price), subject to the terms and conditions of the stock option grant. The Committee may grant either incentive stock options, which must comply with Section 422 of the Internal Revenue Code, or nonqualified stock options. The Committee sets exercise prices and terms, except that stock options must be granted with an exercise price not less than 100% of the fair market value of the common stock on the date of grant (excluding stock options granted in connection with assuming or substituting stock options in acquisition transactions). Unless the Committee determines otherwise, fair market value means, as of a given date, the closing price of the common stock. At the time of grant, the Committee determines the terms and conditions of stock options, including the quantity, exercise price, vesting periods, term (which cannot exceed ten years) and other conditions on exercise.
|
•
|
Stock Appreciation Rights. The Committee may grant SARs, as a right in tandem with the number of shares underlying stock options granted under the Amended and Restated Plan or as a freestanding award. Upon exercise, SARs entitle the holder to receive payment per share in stock or cash, or in a combination of stock and cash, equal to the excess of the share’s fair market value on the date of exercise over the grant price of the SAR. The grant price of a tandem SAR is equal to the exercise price of the related stock option and the grant price for a freestanding SAR is determined by the Committee in accordance with the procedures described above for stock options. Exercise of a SAR issued in tandem with a stock option will reduce the number of shares underlying the related stock option to the extent of the SAR exercised. The term of a freestanding SAR cannot exceed ten years, and the term of a tandem SAR cannot exceed the term of the related stock option.
|
•
|
Restricted Stock, Restricted Stock Units and Other Stock-Based Awards. The Committee may grant awards of restricted stock, which are shares of common stock subject to specified restrictions, and restricted stock units, which represent the right to receive shares of the common stock in the future. These awards may be made subject to repurchase, forfeiture or vesting restrictions at the Committee’s discretion. The restrictions may be based on continuous service with the Company or the attainment of specified performance goals, as determined by the Committee. Stock units may be paid in stock or cash or a combination of stock and
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
41
|
|
•
|
Performance Units. Performance units may be granted by the Committee either alone or in addition to other awards under the Amended and Restated Plan and subject to the satisfaction of performance goals specified by the Committee. Performance units may be share-based or cash- based, including annual incentive awards. The Committee may select periods during which the performance goals chosen by the Committee are measured for the purpose of determining the extent to which a performance unit has been earned. The Committee decides whether the performance goals have been achieved, what amount of the award will be paid and the form of payment, which may be cash, stock or other property or any combination. Performance units will not have any voting rights and holders of performance units will not be shareholders of the Company unless and until shares of common stock are issued. Performance units generally may not be transferred by a participant.
|
|
42
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
43
|
|
|
44
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
45
|
|
|
Plan Category
|
| |
(a)
Number of securities to be issued upon exercise of outstanding options, warrants and rights(1) |
| |
(b)
Weighted-average exercise price of outstanding options warrants and rights |
| |
(c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) |
|
|
Equity compensation plans approved by shareholders
|
| |
1,413,079
|
| |
$63.36
|
| |
1,960,515
|
|
|
Equity compensation plans not approved by shareholders
|
| |
—
|
| |
—
|
| |
—
|
|
|
Total
|
| |
1,413,079
|
| |
$63.36
|
| |
1,960,515
|
|
(1)
|
Includes outstanding options, performance units and restricted stock units but does not include outstanding restricted stock awards of 540,408 shares. The weighted-average exercise price in column (b) does not take outstanding performance units or restricted stock units into account because those awards do not have an exercise price.
|
|
46
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
|
|
| |
2019
|
| |
2018
|
|
|
Audit Fees
|
| |
$8,640,030
|
| |
$5,677,642
|
|
|
Audit-Related Fees
|
| |
$33,125
|
| |
$379,409
|
|
|
Tax Fees
|
| |
$2,452,505
|
| |
$1,390,985
|
|
|
All Other Fees
|
| |
$0
|
| |
$0
|
|
|
Total Fees
|
| |
$11,125,660
|
| |
$7,448,036
|
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
47
|
|
|
48
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
49
|
|
| |
|
50
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-1
|
|
|
A-2
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-3
|
|
|
A-4
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-5
|
|
|
A-6
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-7
|
|
|
A-8
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-9
|
|
|
A-10
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-11
|
|
|
A-12
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-13
|
|
|
A-14
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|
| |
A-15
|
|
|
A-16
|
| |
Wabtec Corp. l Proxy Statement for 2020 Annual Meeting
|