UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)​

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

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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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WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)​

   

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)​

Payment of Filing Fee (Check the appropriate box):

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No fee required.

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Fee paid previously with preliminary materials:

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

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Notice of Annual Meeting—May 17, 2023
and Proxy Statement

Dear Stockholder:

We invite you to attend the annual meeting (the “Annual Meeting”) of stockholders of Westinghouse Air Brake Technologies Corporation, doing business as Wabtec Corporation, on May 17, 2023 at 11:30 a.m. Eastern Time virtually, via a live audio webcast on the Internet at www.virtualshareholdermeeting.com/WAB2023 You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/WAB2023, 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 (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 e-mail 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 5, 2023. 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 2024 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 5, 2023

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When: May 17, 2023 at 11:30 a.m. ET

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Where: www.virtualshareholder meeting.com/WAB2023

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Purpose

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Board Recommendation

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Page Reference

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Proposal 1

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Elect three directors for a term of three years

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For ✔

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9

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Proposal 2

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Approve an advisory (non-binding) resolution relating to the approval of 2022 named executive officer compensation

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For ✔

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31

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Proposal 3

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Approve an advisory (non-binding) vote on how often the Company should conduct a stockholder advisory vote on named executive officer compensation

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1 year

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33

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Proposal 4

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Ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2023 fiscal year

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For ✔

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60

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Misc. Other

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Conduct other business if properly raised

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NA

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NA

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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. If you own stock through a bank, stockbroker or trustee, please vote by following the instructions included in the material that you receive from your bank, stockbroker or trustee. Only stockholders of record on March 21, 2023 receive notice of, and may vote at, the meeting.

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Table of Contents

General Information

We have provided you this booklet and proxy materials on or about April 5, 2023 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 2023 Annual Meeting of stockholders.

Who is entitled to vote?

Holders of our common stock as of the close of business on March 21, 2023, the record date for this Annual Meeting (the “Record Date”), may vote at the Annual Meeting. As of the Record Date, there were 179,985,689 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.

What do I need to be able to attend the Annual Meeting online?

We will be hosting our Annual Meeting via live webcast only. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/WAB2023. The webcast will open at 11:15 a.m. Eastern Time on May 17, 2023, and the meeting will start shortly thereafter at 11:30 a.m. 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).

How many votes are needed for approval of each proposal?

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.

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.

Proposal 3: The option (of either one year, two years, or three years as set forth in Proposal 3) will be adopted when a frequency option receives the vote of a majority of shares present and entitled to vote on the Proposal.

Proposal 4: The approval of Proposal 4 requires a favorable vote of a majority of the shares present and entitled to vote on the 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 4), 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.

What is the quorum requirement?

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 21, 2023, we had 179,985,689 shares outstanding.

How do I vote?

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.

Can I change my vote?

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

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notifying our Corporate Secretary, in writing, at Wabtec Corporation, 30 Isabella Street, Pittsburgh, PA 15212;

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voting again using the telephone or Internet before 11:59 p.m. Eastern Time on May 16, 2023 (your latest telephone or Internet proxy is the one that will be counted); or

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attending the virtual Annual Meeting and voting with the ballot provided in the virtual meeting portal. Simply logging into the Annual Meeting online will not, by itself, revoke your proxy.

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

What is the effect of giving a proxy?

Proxies are solicited by and on behalf of our Board. Mr. Neupaver and Mr. 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.

What is the effect of abstentions and broker non-votes?

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 1. For Proposal 2 and Proposal 3, an abstention will have the same effect as a vote against each applicable proposal. For Proposal 4, an abstention will have the effect of a vote against each of the one year, two years and three years alternatives. For Proposal 2, Proposal 3, and Proposal 4, 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, 2023. Absent direction from you, your broker will not have discretion to vote on Proposal 1 (election of directors), Proposal 2 (Say-On-Pay Advisory Vote), or Proposal 3 (Say-on-Frequency Vote), which are “non-routine” matters.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

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 2022 Annual Report, primarily via the Internet. On April 5, 2023, 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 2022 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.

Where can I find the voting results of the Annual Meeting?

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.

Why is the Annual Meeting being held virtually?

The Annual Meeting will be held entirely online this year. We have embraced 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.

How are proxies solicited for the Annual Meeting?

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.

How does the Board recommend that you vote your shares?

The Board recommends that you vote:

Common Stock Ownership

Director and Executive Officer Stock Ownership

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, 2023 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 shares of Wabtec common stock.

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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 21, 2023 record date.

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(1)

Includes restricted shares as follows: Mr. Santana 72,577; Mr. Olin 19,729, Mr. DeNinno 10,689; Mr. Schweitzer 8,265, and Mr. Gebhardt 20,415. Includes 1,817 restricted shares held by Mr. Banks, Mr. Foster, Ms. Harty, Mr. Hehir, Mr. Kassling and Ms. Klee. Includes 16,988 restricted shares for Mr. Neupaver. Ms. Babcock deferred 1,550 restricted shares under the terms of the deferred compensation plan for executive officers and directors. Includes 182,597 restricted shares for all directors and executive officers as a group. 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)

Includes options that are exercisable on or within 60 days of January 31, 2023 as follows: Mr. Santana 58,353; Mr. DeNinno 24,175; Mr. Schweitzer 6,333, Mr. Gebhardt 2,184; and Mr. Neupaver 98,092; and all directors and executive officers as a group 219,045.

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(3)

Includes 30,758 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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(4)

Includes 76,488 shares owned by Mr. Kassling. Also includes 771,654 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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Owners of More Than 5%

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 21, 2023.

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(1)

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)

Based solely upon the information in the Schedule 13G/A filed February 9, 2023, The Vanguard Group has sole dispositive power with respect to 18,950,642 shares, shared dispositive power with respect to 747,353 shares and shared voting power with respect to 257,933 shares.

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(3)

Based solely upon the information in the Schedule 13G/A filed February 1, 2023, BlackRock, Inc. has sole dispositive power with respect to 11,771,329 shares and sole voting power with respect to 10,621,680 shares.

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(4)

Based solely upon the information in the Schedule 13G/A filed February 6, 2023, Wellington Management Company, LLP has shared dispositive power with respect to 10,521,804 shares and shared voting power with respect to 8,519,766 shares.

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Wabtec Board of Directors at a Glance

Proposal 1—Election of Directors

Wabtec’s Board of Directors currently has nine members, and the Board has determined that the number of Directors shall be no more than nine members. The Board is divided into three classes whose terms of office end in successive years. Lee C. Banks, Byron S. Foster, and Rafael Santana, whose terms of office are expiring, have been nominated to serve for new terms ending in 2026. All nominations were made by the Nominating and Corporate Governance Committee (the “Governance Committee”), as further described under “The Nominating and Corporate Governance Committee” on page 23 and approved by the entire Board of Directors. The Governance Committee is engaged in an ongoing board refreshment process consistent with the criteria discussed below.

Our Corporate Governance Guidelines require our directors to possess qualities and skills necessary to oversee the management of Wabtec. The Governance Committee Charter (the “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 Governance Charter requires the 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 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 Governance Committee will take into account the following criteria:

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skill needs;

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business and professional experience;

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education;

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diversity, inclusive of gender, race and ethnicity; and

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personal characteristics.

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With respect to nomination of continuing directors for re-election, the Governance Committee also reviews and considers each nominee’s contributions to the Board. The Governance Committee’s process to recommend qualified director candidates is further described on page 23 under “The Nominating and Corporate Governance Committee.” As described above, and although the Board does not have a separate diversity policy, the Governance Committee considers diversity as one of a number of factors in identifying nominees for director pursuant to its charter. The Board and the Governance Committee believe it is essential that the Board members represent diverse backgrounds. In considering nominees for director, the Governance Committee conducts inquiries into the background and qualifications of possible candidates and actively recruits qualified individuals. On an annual basis, the Governance Committee (i) assesses the effectiveness of its approach, (ii) reviews its Governance Charter and the Corporate Governance Guidelines, and (iii) reviews the effectiveness of the Board and each committee of the Board.

Under our amended and restated bylaws, each director is elected by 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.

Board and Nominee Biographies

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 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.

Vote Required

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 9 regarding the election of directors by the vote of the majority of the votes cast at the Annual Meeting.

Director Nominees to Serve for Three-Year Term Expiring in 2023

Continuing Directors with Three-Year Term Expiring in 2024

Continuing Directors with Three-Year Term Expiring in 2025

Corporate Governance Highlights

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Separate Chair and Chief Executive Officer

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Enhanced role of the Lead Independent Director to lead all executive sessions of independent directors, serve as liaison between the Independent Directors and the CEO and Non-executive Board Chair, and additional identified obligations in the Corporate Governance Guidelines

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The Board and the Environmental, Social and Governance Subcommittee provide strong oversight of ESG risks and opportunities

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All directors attended the 2022 Annual Meeting and 75% or more of the Board and Committee meetings in 2022

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Executive sessions of non-management directors at all regular Board meetings

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Majority voting for uncontested director elections

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Audit Committee, Compensation and Talent Management Committee and Nominating and Corporate Governance Committee comprised solely of independent directors

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Three members of the Audit Committee are deemed to be “audit committee financial experts”

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Limits on outside directorships

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External board evaluation

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Bylaws provide a stockholder right to call special meetings

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Robust stock ownership guidelines for officers and directors

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Minimum vesting of 12 months for restricted stock and options

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Proxy access for large, long term stockholders

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Policy against hedging or pledging of Wabtec shares by officers and directors

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Policy against using preferred shares for anti-takeover purposes

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Corporate Governance Matters

The Board and Committees

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 2022. All directors attended more than 75% of all meetings of the Board and the committees on which they served in 2022. The standing Board committees that help the Board fulfill its duties include the Governance Committee, the Audit Committee, the Compensation and Talent Management Committee (the “Compensation Committee”), and an Environmental, Social, and Governance Subcommittee (the “ESG Subcommittee”). 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 2022 annual meeting of stockholders. The Board conducts annual self-assessments and has engaged a third party to conduct an external evaluation of the Board’s performance.

Corporate Governance Guidelines

A current copy of the Corporate Guidelines is available on Wabtec’s website at: http://www.wabteccorp.com -> investor relations -> corporate governance

The Corporate Governance Guidelines were amended in several respects in October 2022 to further define the role of the Lead Independent Director. Specific duties of the Lead Independent Director include:

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presiding at all Board meetings at which the Chair is not present, including executive sessions of the Independent Directors;

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serving as a liaison between the Independent Directors and the CEO and Chair;

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approving information and materials sent to the Board;

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approving, and providing input with respect to, Board meeting agendas;

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approving Board meeting schedules to ensure that there is sufficient time to discuss all agenda items;

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calling meetings of the Independent Directors;

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if requested by a major stockholder, making himself or herself available for consultant and direct communication;

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participating in the periodic evaluation process of the Board of Directors, Board Committees, and CEO; and

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participating in the evaluation and/or selection process for Board candidates.

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The amended Corporate Governance Guidelines also provide that directors should offer to tender their resignation in the event of a significant change in professional responsibilities (such as a job change, disability or retirement) that they held at the time of their election to the Board or the principal job responsibilities taken subsequent to their election to the Board. The Board will then decide, upon consideration of the recommendation of the Governance Committee, whether or not to accept the director’s resignation.

Director Independence

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 (the “NYSE”) and SEC rules, however no Director is considered to be an Independent Director if they:

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have in the last three years been employed by the Company;

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have in the last three years been affiliated with or employed by a (present or former) auditor of the Company or of an affiliate of the Company;

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have in the last three years been part of an interlocking directorate in which an executive officer of the Company sits on the compensation committee of another company which concurrently employs the director;

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have in the last three years received more than $120,000 in direct compensation from the Company, other than director fees and deferred compensation, and with respect to Audit Committee members, accepted directly or indirectly any consulting, advisory, or other compensatory fee from the Company or any of its subsidiaries;

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are currently employed by a company that in any of the last three years has received payments from or made payments to the Company in an amount that exceeds the greater of  $1 million or 2% of such other company’s gross revenue; or

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have an immediate family member who falls within any of the above categories, except that an immediate family member may be an employee of, but not a partner of, the auditor of the Company and not impair the director’s independence if such immediate family member does not personally work on the Company’s audit.

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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 2022, with the exception of Mr. Neupaver and Mr. Santana. Mr. Neupaver will be deemed independent under applicable NYSE rules in June 2023. 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 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.

Board Leadership Structure

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, approves materials sent to the Board, and provides input with respect to the Board agenda. 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 Communication with the Board on page 69. The Board believes that this structure currently 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.

Meetings of Non-Management and Independent Directors

Our Board of Directors appointed Ms. Harty as “Lead Independent Director” in May 2022 and re-appointed Ms. Harty to the position in February 2023 to preside at all executive sessions of independent directors during 2022 and 2023, as defined under the rules of the NYSE. At least one executive session each year is required to be attended only by independent directors.

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.

The Board’s Role in Risk Oversight

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:

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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; and

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equity ownership guidelines discourage excessive risk taking.

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

Cybersecurity Update

The Company detected a cyber security incident, which impacted the Company’s network, on June 26, 2022. The Company promptly activated incident response protocols, which included shutting down certain systems, and commenced an investigation of the incident, which is ongoing. The Company also notified law enforcement authorities and engaged legal counsel and other third-party incident response and cybersecurity professionals.

Our Board understands the importance of maintaining a secure environment for our products, data and systems that effectively supports our business objectives and customer needs. The Company has adopted a comprehensive approach with respect to acceptable use, risk management, data privacy, education and awareness, security incident management and reporting, identity and access management, third-party management, security (with respect to physical assets, products, networks and systems), security monitoring and vulnerability identification. The Company also maintains a global incident response plan and regularly conducts exercises to help with our overall preparedness. The Company takes measures to improve and update our cybersecurity program, including independent third party assessments, penetration testing and scanning of our systems for vulnerabilities. The Company also provides ongoing and continuing reports to the Audit Committee, which reports include information about cyber-risk management and the status of projects to strengthen cybersecurity effectiveness.

Diversity

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, race, industries represented, experience, age, and tenure. The Directors and nominees range in age from 51 to 79. Five of our Directors (including nominees) (55% of our directors) represent diversity of gender, race and ethnicity. Five of our Directors (55% of our Directors including nominees) have served on the Board for less than five years.

The Nominating and Corporate Governance Committee

The principal functions of the Governance Committee are to:

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identify individuals qualified to become Board of Director members;

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recommend to the full Board director nominees from time to time, including with respect to any vacancies that may occur;

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consider and make recommendations for the Company’s strategies related to corporate responsibility;

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develop and recommend to the Board of Directors corporate governance principles; and

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lead the Board of Directors in complying with its corporate governance principles.

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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. The Company added one new director, Ms. Babcock, in July 2022.

The Committee met five times during 2022. The members of the Governance Committee in 2022 were Ms. Harty, who served as the Chair starting in May of 2022, Ms. Babcock, Mr. Hehir, Ms. Klee, and Mr. Foster 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. For 2023, the members of the Governance Committee are: Ms. Harty (Chair), Mr. Banks, Mr. Foster, and Ms. Klee.

In evaluating candidates for the Board, the 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 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 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 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 and is currently conducting an external evaluation for 2023.

Environmental, Social and Governance Subcommittee

To further our Board of Directors’ commitment to oversight and accountability of environmental and social issues, the Board established the Environmental, Social and Governance Subcommittee (the “ESG Subcommittee”) of the Governance Committee, chaired by Board member Ms. Klee and includes board members Ms. Babcock and Mr. Foster. The ESG Subcommittee supports Wabtec’s on-going commitment to environmental, social and governance (“ESG”) 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 (including climate) and other public policy matters.

In particular, the ESG subcommittee:

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sets the Company’s general strategy relating to ESG matters;

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oversees the Company’s evolving reporting and disclosure requirements with respect to ESG matters;

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oversees communications with investors and other stakeholders, including oversight of the annual Sustainability Report, with respect to ESG matters;

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oversees the Company’s programs and practices to promote and provide safe, healthy and secure workplaces;

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monitors the Company’s compliance with legal and regulatory requirements as well as industry standards and guidelines applicable to ESG and health and safety matters;

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monitors the Company’s ESG performance and health and safety compliance and related risks;

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reviews and discusses with management and the Board of Directors ESG and health and safety matters, and

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performs such other responsibilities as may be assigned or delegated to it by the Governance Committee.

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

The Audit Committee

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 executing its oversight role, the Audit 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 Audit Committee is directly responsible for appointing, compensating, retaining and overseeing the work of the independent registered public accounting firm engaged by the Company. The Audit Committee has established procedures for the receipt, retention and treatment of complaints received by the Company 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 2022. The members of the Audit Committee in 2022 were, Mr. Hehir, who served as the chair starting in May 2022, Ms. Babcock, Mr. Banks, Ms. Harty, and Mr. Foster. Each of the foregoing members of the Audit Committee during 2022, 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. Babcock, Ms. Harty and Mr. Hehir qualifies as an “audit committee financial expert” as defined in the regulations of the SEC. For 2023, the members of the Audit Committee are: Mr. Hehir (Chair), Ms. Babcock, Mr. Foster, and Ms. Harty.

Audit Committee Report

The Audit Committee is responsible for reviewing the Company’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 Audit Committee meets with management periodically to consider the adequacy of the Company’s internal controls and the objectivity of its financial reporting. The Audit Committee meets privately with the independent registered public accountants, who have unrestricted access to the Audit Committee. Specifically, the Audit 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, 2022.

The Audit 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 Audit 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 Audit Committee recommended to the Board of Directors that Wabtec’s audited financial statements, as of and for the fiscal year ended December 31, 2022, be included in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2022, to be filed with the Securities and Exchange Commission.

Respectfully submitted,
Brian P. Hehir, Chair
Beverley A. Babcock
Lee C. Banks
Byron S. Foster
Linda A. Harty

The Compensation and Talent Management Committee

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

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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 approving incentive compensation plans and equity-based plans;

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reviewing and recommending compensation of all executive officers and non-employee directors; and

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overseeing the Company’s human capital management strategies and programs including in respect of diversity, equity and inclusion.

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The Compensation Committee members in 2022 were Ms. Klee, serving as the Chair as of May 2022, Ms. Babcock, Mr. Banks, Mr. Hehir, and Mr. Foster, 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. The Governance Committee recommends the Compensation Committee members who are approved by the full Board of Directors. The Compensation Committee met eight times in 2022. For 2023, the members of the Compensation Committee are: Ms. Klee (Chair), Ms. Babcock, Mr. Banks, and Mr. Hehir.

The Compensation Committee reviews our executive compensation programs and recommends changes or adjustments to the Board, which then sets and approves 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 were established at the beginning of the year for 2022 and include (i) financial performance indicators measuring earnings per share, and cash conversion and (ii) personal performance indicators measuring earnings before interest and taxes.

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 restricted share awards, performance units and stock options. Stock options were issued through 2021. The performance units are paid three years after award grant based on achieving rolling three-year performance metrics established at award multiplied by a relative total stockholder return (RSTR) modifier, and the restricted shares and options vest in annual one third increments. 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 Compensation 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.

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.

Compensation and Talent Management Committee Interlocks and Insider Participation

During 2022, 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 2022 fiscal year or at any other time an officer or employee of the Company.

Compensation and Talent Management Committee Report

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis included on pages 35 through 60 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, 2022 filed with the SEC.

Respectfully submitted,
Ann R. Klee, Chair
Beverley A. Babcock
Lee C. Banks
Byron S. Foster
Brian P. Hehir

Stockholder Engagement

Ongoing engagement with our stockholders is important to us. 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 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 communicate with our stockholders through a variety of means, including direct interface, investor presentations, investor conferences, analyst meetings, our website, and publications we issue. We also 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 senior management team and subject matter experts on a variety of topics, including the stockholders’ priorities and interests, our Proxy Statement disclosures, stockholder proposals, and company strategy. In 2022, conversations with stockholders focused on the following key areas:

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Wabtec’s ongoing response to the COVID-19 pandemic and our commitment to the health and safety of our employees;

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ongoing conflict between Russia and Ukraine and the resultant sanctions on Russia and Belarus;

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business strategy;

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financial performance;

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Company culture and ongoing integration and restructuring efforts;

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capital allocation;

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executive compensation;

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corporate governance practices;

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Board composition; and

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other topics, including climate-related risks and opportunities.

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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. 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.

Sustainability

At Wabtec, we are committed to a strong environmental, social, and governance framework that ensures not only our own long-term success, but also leads our industry and stakeholders to a cleaner, safer, and more inclusive sustainable transportation future. To that end, our sustainability priorities are embedded into our governance framework, stakeholder engagement, strategic decision making, and our evolving portfolio of products and services that we deliver for customers. This commitment starts at the top of the organization as both our Board of Directors and Executive Leadership Team are actively engaged in Wabtec’s ESG strategy development and oversight.

This commitment helps to shape Wabtec’s sustainability vision:

Wabtec is committed to sustainable value creation. Our strategy is to contribute to a better, more sustainable world through our unique business offerings, leading technologies, and sustainable business practices. These help us capitalize on market opportunities and reduce safety and environmental risks, while creating value for our customers, employees, and other stakeholders.

Oversight

Our ESG governance framework starts with our Board of Directors, who oversee the execution of the Company’s ESG strategy within their oversight of Wabtec’s overall business, risks and opportunities. The Board, under the leadership of the Governance Committee and its ESG Subcommittee, oversees our sustainability strategy and execution against our ESG goals; reviews climate-related risks and opportunities; enhances enterprise risk strategy and management systems; addresses Environmental, Health, and Safety (EHS) matters; and shapes public policy and advocacy efforts.

Internally, the Wabtec Sustainability Task Force meets quarterly to advance the company’s sustainability strategy. This team is comprised of leaders across all functions and business segments, including EHS, Operations, Engineering, Finance, Sourcing, Legal, and Human Resources. They are responsible for implementing actions within those functions that support Wabtec’s ESG framework and strategy.

These processes complement, and are complemented by, our broader Enterprise Risk Management (ERM) process, which is our primary vehicle for assessing and managing operational, strategic, financial, and compliance risk. Guarding against ESG risks is a critical risk area evaluated as part of this process. Following a comprehensive and rigorous risk review across Wabtec’s business units, our management teams review this information, and identify the controls needed to respond to and mitigate those risks through an annual ERM report. This report and the status of the relevant mitigation measures are reviewed with the full Board of Directors twice a year.

Strategic Priorities

Wabtec is focused on the immediate deployment and scaling of the technologies that exist to improve energy and operational efficiency, reduce emissions, and enhance safety, while we continue to push the bounds of sustainable innovation. This commitment informs our three sustainability principles:

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Innovating with Purpose:   We are committed to developing responsible and sustainable products that minimize the impact on the planet.

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Driving Responsible Operations:   We are committed to providing safe work environments and products that enable productive and efficient use of resources.

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Empowering People and Communities:   We are committed to driving an inclusive culture grounded in integrity, committed to the development of and investment in the communities where our teams live and work

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Focus Areas

Beyond our principles, we have identified five focus areas that are important to both the long-term success of the company and are important for our stakeholders. These focus areas were the result of an ESG materiality

assessment and are the key priorities of our sustainability strategy. We hold ourselves accountable to make both overall progress and achieve quantifiable progress in each category.

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Greenhouse Gas Emissions (“GHG”)

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Reducing GHG emissions across Wabtec’s value chain and helping Wabtec partners across their value chain reduce GHG emissions. This includes reducing major sources of indirect emissions during the procurement and processing of raw materials, during manufacturing and the operation of our facilities, and during product distribution and end use.

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Energy & Renewables

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Supporting policies and organizational partners that contribute to the renewable energy transition and the efficient use of natural resources. This includes contributing to the success of the energy transition by improving the energy efficiency of Wabtec’s products and operations. Integrating renewables into Wabtec’s products and operations and enabling the adoption of new and emerging renewable energy and resource management solutions.

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Innovation & Technology

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Capitalizing on opportunities related to new product advancements and innovations. This includes the adoption of emerging technology to help address key societal, transportation sector challenges and developing a resilient business model capable of meeting societal expectations for continuous improvement.

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Business Ethics and Compliance

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Upholding ethics and integrity in Wabtec’s business by ensuring transparency in financial practices. This includes complying with applicable national and local laws and regulations by promoting practices and policies that encourage reporting instances of noncompliance, implementing corrective actions that prevent recurrence, preventing bribery, corruption, and anti-competitive behavior, and promoting ethics and compliance throughout Wabtec’s value chain, especially among suppliers.

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Data Privacy & Security

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Investing in cybersecurity measures and adapting to business risks presented by technology and digitization, protecting Wabtec’s proprietary information and intellectual property, ensuring the responsible management and use of data, including data from customers, employees, and suppliers, and protecting data collected by Wabtec products.

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Our 2022 Sustainability Report provides information on our continued progress to improve our performance on environmental, social, and governance matters, and to 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 http://www.wabteccorp.com/sustainability.

Sustainability Transparency & Progress

Wabtec is committed to transparency and ongoing improvement of its sustainability reporting. The recent publication of our 2022 Sustainability Report reflects our continued efforts to enhance our reporting. Our reporting process not only helps us manage and measure our progress, but also to engage with both internal and external stakeholders around the world. Key recent advancements of our program include:

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Setting a new near-term absolute greenhouse gas (GHG) reduction goal to reduce our Scope 1 and 2 GHG emissions by 50% by 2030, from a baseline of 2019.

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Committing to disclose Wabtec’s Scope 3 GHG emissions across our full value chain in 2023.

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Committing to set near-term targets in 2024 for categories of Scope 3 GHG emissions material to Wabtec.

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Joining the United Nations (UN) Global Compact, demonstrating the Company’s existing and ongoing commitment to the universal sustainability principles promoted by the organization.

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Partnering with the rail industry to accelerate the development, validation, and adoption of lower carbon fuels and alternative clean energy technologies for the freight rail industry.

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Joining Europe’s Rail Joint Undertaking (ERJU) as a founding member. A follow-up to the Shift2Rail initiative, ERJU is a partnership between Europe’s major railway stakeholders that aims to create a more modern and sustainable European railway system.

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Reducing the GHG emissions intensity by 20% across the Company’s global operations, as compared to our 2019 baseline.

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Reporting aligned with the standards set by the Sustainability Accounting Standards Board (“SASB”)

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In addition to our Sustainability Report, we report on climate-related matters to the Carbon Disclosure Project (“CDP”), whose questionnaire aligns with the disclosure recommendations of the Task Force on Climate-related Financial Disclosures (“TCFD”).

Proposal 2—Advisory (Non-Binding) Resolution Relating to the Approval of 2022 Named Executive Officer Compensation

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 stockholders 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.

As described in greater detail under the heading “Compensation Discussion and Analysis,” on page 35 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 2022 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 the Company about certain issues, like executive compensation. None of the Board, its committees or the Company 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 2022 annual meeting received 94% approval by our stockholders, indicating support of our compensation programs and policies. 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.

Vote Required

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 2022 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.

Proposal 3—Advisory (Non-Binding) Vote on How Often the Company Should Conduct the Frequency of a Stockholder Advisory Vote on Named Executive Officer Compensation

The Dodd-Frank Act requires public companies to provide their stockholders with a non-binding vote to advise the Company as to how often stockholders believe the Company should conduct a stockholder advisory vote on executive compensation, which we refer to as “say-on-pay.” In accordance with the SEC’s rules, stockholders must have the ability to vote on one of four alternatives concerning how frequently the Company should have a say-on-pay vote: every year, every two years, every three years or abstain from voting. This advisory vote on the frequency of the say-on-pay vote is required to be held every six years. At the 2017 annual meeting of stockholders, the Board of Directors recommended, and a majority of stockholders who cast a vote approved, holding the say-on-pay vote annually. Consistent with this recommendation, since 2017, we have held the say-on-pay vote on an annual basis. This year, we are holding another advisory vote on the frequency of the say-on-pay vote in accordance with Section 14A of the Exchange Act.

The Board of Directors continues to believe that an annual advisory vote on executive compensation provides valuable feedback, allowing stockholders to provide us with their direct input on our compensation philosophy, policies and practices as disclosed in the Proxy Statement every year. Additionally, an annual advisory vote on executive compensation fosters strong communication from our stockholders and is consistent with our efforts to seek input from, and engage in discussions with, our stockholders on corporate governance matters and our executive compensation philosophy, policies and practices. Similarly, it provides regular input to the Board and the Compensation Committee about how stockholders view the company’s compensation practices and policies.

Under the Dodd-Frank Act and the related SEC rules, this vote is an advisory or “non-binding” vote. The purpose of an advisory vote is to provide stockholders with a mechanism to provide input to the Board of Directors of Wabtec about certain issues like this. None of the Board, its committees or Wabtec is required by law to act or otherwise implement the time period receiving the favorable vote of a majority of shares present and entitled to vote on the matter. In fact, the Board is permitted to choose to hold a say-on-pay vote on a different schedule. However, the Board values our stockholders’ opinions and will take into account the results of this vote in determining how often the company should conduct a stockholder advisory vote on executive compensation.

Vote Required

The option of one year, two years or three years that receives the vote of a majority of shares present and entitled to vote on the matter will be the frequency for the advisory vote on named executive officer compensation that has been selected by the stockholders. An abstention will have the same effect as a vote against each frequency.

Unlike the other proposals included on the proxy card, you have four choices as to how to vote on this proposal. You may cast your vote on your preferred voting frequency by choosing the option of one year, two years, three years or abstain from voting when you vote in response to this proposal.

Executive Officer and
Director Compensation

Compensation Discussion and Analysis

Named Executive Officers

As of December 31, 2022, our named executive officers (“NEOs”) were:

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(1)

Effective April 3, 2023, Mr. Schweitzer became President of the Transit Group.

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Executive Summary

This Compensation Discussion and Analysis should be read in conjunction with the tabular and narrative disclosures beginning on page 35 of this Proxy Statement. See “Executive Compensation Philosophy and Objectives” on page 37 and the tables that follow for more information regarding our executive compensation programs.

In 2022, the Company reviewed and set executive base salaries, modified its annual cash incentive plan design and issued equity under the Company’s re-designed 2020 – 2022 long-term incentive plan. Highlights include the following:

2022 Annual Cash Incentive Plan

All NEOs incentives were based on a combination of the Company’s consolidated financial results for adjusted earnings per diluted share (“EPS”) and cash conversion and a modifier for personal objectives based on EBIT and acquisitions.

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Financial performance based on EPS and cash conversion was re-weighted to total 100%

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Individual performance became a modifier to financial performance with a potential modifier between 0% and 120%

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Total potential payout ranges from 0% to 225% of target bonus amount

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Performance metrics and weightings were as follows:

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Performance targets and ranges for EPS and cash conversion are further described below. The personal performance modifier depends on achievement of individual objectives as further described below.

The modifications to our Annual Cash Incentive Plan are discussed in more detail below in the “Components of Compensation” beginning on page 40.

2020 – 2022 Long-Term Incentive Program

Payouts under the 2020 – 2022 long-term incentive program were based on goal achievement in two key measures: (i) Return on Invested Capital (“ROIC”) and (ii) Cumulative Cash Conversion (“CCC”), each weighted

at 50%. This figure is then multiplied by the Relative Total Stockholder Return (“RTSR”) modifier which can modify the payment up or down by 10%.

Payouts for the 2020 – 2022 performance period were earned at 132% of target. The 2020 – 2022 long-term incentive program is discussed in more detail below in the “Components of Compensation” beginning on page 40.

Compensation Practices

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

2022 Business Highlights

In 2022, the Company delivered a strong performance as evidenced by higher year-over-year revenues, adjusted operating margin expansion and adjusted earnings per share growth. Our resilient portfolio of businesses, significant recurring revenue base and solid multi-year backlog drove the improved financial performance in the face of many headwinds, including higher input costs, higher interest rates, supply chain disruptions, unfavorable foreign currency exchange, the Russian invasion of Ukraine, and the Company’s cyber incident.

2022 Performance Highlights

Role of 2022 Advisory Vote on Executive Compensation in the Compensation Decision Process

The Compensation Committee reviewed the results of the 2022 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 2022 annual meeting of Stockholders, 94% of the votes cast approved the compensation program described in the Company’s 2022 proxy statement. The Compensation Committee interpreted this level of support as affirmation of the design and objectives of our executive compensation programs; however, the Compensation Committee continues to monitor best practices and the practices of our peers to improve our compensation program.

Executive Compensation Philosophy and Objectives

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 2022. This discussion focuses primarily on the fiscal year 2022 information contained in the following tables and related footnotes and narrative. We discuss compensation actions taken prior to 2022 or in 2023 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 Peer Group provided insights to the Compensation Committee as it made compensation decisions in 2022.

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

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large industrial companies in Global Industry Classification Standard (“GICS”) sectors generally representing machinery, electrical equipment, auto components, aerospace and defense, and road and rail;

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revenues that range from approximately half to double that of the Company;

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market capitalization reasonably aligned with the Company; and

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capital intensive businesses.

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This Peer Group was used for relative performance purposes for the Company’s 2022 long-term incentive plan and for use in making 2022 compensation decisions:

During the fourth quarter of 2022, the Compensation Committee, with the assistance of its independent consultant, reviewed and amended the Peer Group list for 2023. The Compensation Committee removed Cummins, Fortive, Howmet, Greenbrier and Trinity Industries. The Compensation Committee added Eaton Corporation, Stanley Black & Decker, Inc., TransDigm Group and The Timken Company. Changes to the Peer Group were made to better align with the criteria detailed above. More specifically, companies that were removed had revenues that had become too small or too large, or who were no longer perceived to be aligned to Wabtec’s desired industries. The companies that were added to the Peer Group aligned more closely with the Company’s current industries.

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 2022, our NEO 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 2022 is a cash award determined by the Compensation Committee based on pre-established performance factors. These factors are established at the beginning of the year and include (i) a financial performance indicator measuring EPS and cash conversion; and (ii) a modifier for personal objectives based on EBIT and acquisitions. Long-term incentives in the form of 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 Process.

Compensation Committee. Executive officer compensation is administered by the Compensation Committee. The Compensation Committee approved the 2022 compensation programs 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:

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reviewing and approving goals and objectives for the Chief Executive Officer and recommending the Chief Executive Officer’s compensation to the Board for approval;

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reviewing and recommending compensation of all non-employee directors and executive officers; and

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reviewing and recommending incentive compensation plans and equity-based plans.

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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 2022. 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 plan design and performance metric benchmarking of the Peer Group and relevant industry data; (v) provided data and recommendations on changes to the annual cash incentive program; and (vi) provided data and recommendations associated with the long term 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.

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.

Components of Compensation.

Our 2022 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 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. The Compensation Committee is dedicated to ensuring competitive compensation for each of Wabtec’s key employees and believes that current base salaries are in line with comparable industry practices. The base salary changes and merit increase of our named executive officers was as follows:

(1)

Mr. Olin joined the Company as Chief Financial Officer effective as of October 1, 2021 and was not eligible to receive a merit increase in early 2022.

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Annual Cash Incentive Awards. Our annual incentive award plan is intended to: (i) compensate participants directly if personal, 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 2022 for each NEO as a percentage of base salary were:

For 2022, Mr. Santana’s bonus target was increased from 150% of his base salary to 160% of his base salary to more closely align with market practice and his contributions to the business.

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.

For 2022, the Company adjusted the cash bonus incentive program by changing the weightings of the metrics and establishing a personal performance modifier. In addition, the Compensation Committee determined that Mr. Santana and the entire executive team would be measured on the same goals. Cash bonuses for 2022 were based upon the following success factors:

(1)

Financial Performance. Measured by EPS weighted 60% of the financial performance payout, and cash conversion weighted 40% of the financial performance payout;

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(2)

Personal Performance Modifier. The personal performance modifier serves as a multiplier to the financial performance results. The modifier was based on individual goals such as EBIT, acquisitions, and certain other goals pertaining to the executive and can be achieved anywhere between 0% and 120% of the financial performance result. While financial metrics are an input in measuring achievement, the CEO and the Compensation Committee will review overall performance holistically when assessing goal achievement to determine any positive or negative personal modification to the calculated award.

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The cash bonus formula is based on the product of the participant’s base salary, the participant’s target cash bonus percentage, financial performance and the personal modifier. If both the financial performance and the applicable personal performance results are achieved, the NEOs will earn 100% of their target cash bonus. Each financial metric includes a threshold level of performance, generally, 80% of the target goal at which a minimum 25% payout will be made. Performance below the threshold level would result in no payout on the financial metric. Each financial metric also includes a maximum level of performance, generally 125% of the target goal, at which a maximum 225% payout will be made on that financial metric. To calculate the payout percentages, the goal achievement percentage is first determined. Once the goal achievement percentage is determined, the

actual payout percentage is calculated using linear interpolation. There are two payout lines: One for goal achievement between 80% and 100%, resulting in a payout between 25% and 100% and a second for goal achievement between 100% and 125%, resulting in a payout between 100% and 225%. The outcome of the financial metrics are then multiplied by the personal performance modifier. The maximum payment under the plan including the modifier is 225%. We believe that this philosophy encourages Wabtec and our executives to establish ambitious goals and that the program promotes teamwork, productivity and profitability. Target cash bonuses and performance factors were approved by the Compensation Committee at its meeting in February 2023.

The table below provides both the 2022 financial performance goals and our performance achieved in 2022 for our corporate wide executives including each of the NEOs:

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(1)

This is a non-GAAP financial measure. See page 65 for a reconciliation to the most directly comparable financial measure calculated under GAAP.

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Earnings Per Share (“EPS”) means our “adjusted earnings per diluted share” calculated as U.S. GAAP earnings per diluted share, adjusted for non-cash amortization expense and certain restructuring costs.

Cash conversion means (A) the Company’s cash from operations divided by (B) the sum of the Company’s net income plus depreciation and amortization.

EBIT means our “adjusted earnings before interest and taxes” calculated as our U.S. GAAP income from operations, adjusted for non-cash amortization expense and certain restructuring costs.

EBIT Margin means our “adjusted earnings before interest and taxes” calculated as our U.S. GAAP income from operations, adjusted for non-cash amortization expense and certain restructuring costs, divided by consolidated revenue.

In assessing goal attainment for 2022, while the acquisition goal was not achieved, it was determined that the NEOs effectively allocated the Company’s capital and the Board did not modify the payout up or down.

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

Our long-term incentive compensation program seeks to align the interests of our executives with our stockholders. We have typically granted our executives long term equity awards in February or March of the applicable year which for 2022 consisted of performance share units weighted 60% and restricted stock weighted 40%. Although we did not grant options in 2022, in prior years we have 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 is determined by the Compensation Committee. In recent years, the Compensation Committee has provided that the awards generally will vest in annual equal installments over three years. In late February 2022, we granted restricted stock to all NEOs as part of their long-term compensation with the Company which vests in equal installments over three years. The grant date fair value of those awards is reflected in the Summary Compensation Table on page 47.

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 pre-established, 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 2020-2022.

The performance unit awards for the 2022-2024 cycle, like the awards for the 2020-2022 and 2021-2023 use three metrics:

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three-year average annual Return on Invested Capital (“ROIC”);

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three-year average annual Cumulative Cash Conversion (“CCC”); and

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Relative Total Stockholder Return (“RTSR”).

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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 versus our Peer Group. For purposes of these awards:

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ROIC means for a year (A) the Company’s Adjusted EBITDA after tax, divided by (B) the sum of the Company’s year-end net debt plus shareholders’ equity. For this purpose, Adjusted EBITDA means the Company’s income from operations plus other income plus depreciation and amortization, as adjusted for restructuring costs and set forth in the Company’s annual earnings release.

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CCC means for a year (A) the Company’s cash from operations divided by (B) the sum of the Company’s net income plus depreciation and amortization. For the completed 2020-2022 cycle CCC was adjusted for certain cash based restructuring costs.

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RTSR measures the percentile ranking of the Company’s total stockholder return (changes in stock price plus dividends) for the performance period against the total stockholder return of the Company’s compensation Peer Group described above.

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If Wabtec achieves the maximum three-year cumulative ROIC and CCC results, a participant can earn a maximum number of performance units equal to 200% of the target level. 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 of performance units equal to 25% of the target level, which would be subject to modification up or down based on RTSR. Payouts calculated under the ROIC and CCC metrics range from 25% of target for actual 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 leaves the Company for death, disability, termination without cause, or retirement the awards continue to vest, subject to actual performance results for the full 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.

Payouts under our 2020 through 2022 performance unit plan are summarized below. Actual Peer Group Total Stockholder Return over the three-year period ranged from 27.4% at the 25th percentile to 49.61% at the 75th percentile. The Company’s TSR of 35% over the same three-year period fell between the 25th percentile and 35th percentile resulting in a modification of  -7.5%.

Actual ROIC and CCC performance for the 2020 – 2022 performance period exceeded the target goals resulting in a payout under the plan of 142.7% of target. When applying the impact of the TSR modifier at -7.5% (impact of  -10.7%), a payout of 132% of target was earned under the plan.

Based on these results, for the 2020-2022 performance period, the NEOs received the payouts as set forth below in March of 2023.

Messrs. Olin and Gebhardt did not receive grants under the 2020 plan as neither were employed by the Company at that time.

Equity awards made in 2022 to all named executive officers are detailed under the table “2022 Grants of Plan Based Awards” on page 48. Restricted stock is generally granted to employees, including our executive officers, each February as part of their long-term compensation. Additional awards may be 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 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 grant size of an individual’s long-term incentive award is based on individual performance, the individual’s responsibilities and position with our Company, market practice and values for similar roles within our peer group and other general industries. The Compensation Committee’s external compensation consultant provides both management and the Compensation Committee a market analysis on an annual basis. The analysis is then reviewed by the CEO and Chief Human Resources Officer who subsequently recommend long-term incentive award grant values to the Compensation Committee. Nominations are then reviewed and ultimately approved by the Compensation Committee. Once a value is approved, shares are granted to the participant. For 2022, Wabtec issued 60% of the value of the equity grant in performance shares and 40% in restricted shares.

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:

(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;

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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;

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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

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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).

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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 select executive officers with the goal of attracting and retaining key executive talent. Those perquisites may include life and health insurance benefits, Executive physicals, 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 United States. The Company also maintains various defined benefit plans which are provided to executives on the same basis as are provided to other employees of the Company who reside or work outside the United States.

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 2022.

Stock Ownership Requirements

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:

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President and CEO to accumulate shares having a value equal to seven times base salary;

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Executive officers to accumulate shares having a value equal to three times base salary;

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Senior leaders within the company having to accumulate shares having a value equal to one half times base salary for U.S. based senior leaders and one quarter times base salary for non U.S.; and

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Non-employee Board members are required to accumulate shares having a value equal to six times their cash retainer.

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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, 2022, 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), except for those individuals within their first five years of service with the Company, all of whom are on track to meet their ownership guidelines. As of January 31, 2023, our directors and executive officers as a group owned approximately 1.2% of our common stock.

Recoupment Policy

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 includes 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 determines 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.

Prohibition on Hedging

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.

Post-Termination Compensation.

The Board of Directors has entered into Severance and Employment Continuation Agreements with each of the NEOs that include severance protection for certain types of involuntary termination of employment, including following a change in control. The Company entered these agreements to provide our NEOs with a competitive compensation package and to ensure that management properly considers potential transactions that could result in their job loss. See “Potential Payments Upon Termination or Change in Control” for additional details about these agreements, as well as termination treatment provisions in our equity award agreements.

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.