Companies BorgWarner
BorgWarner (BWA): executive pay, fiscal 2025
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CEO vs. named peers59th pct.Of 19 peer CEOs
CEO pay, last three years
- $6,964,295FY2023
- $7,275,809FY2024
- $15,539,233FY2025
CEO total pay was $15,539,233 in fiscal 2025, up from $7,275,809 in fiscal 2024.
FY2025: salary $1,237,329 · bonus $0 · stock awards $10,613,383 · option awards $0
Executives and directors
Frederic Lissalde · CEOJoseph Fadool · CEOCraig Aaron · CFOStefan Demmerle · PresidentTonit Calaway · General CounselVolker Weng · PresidentAlexis P. Michas · Chair of the BoardDeborah D. McWhinney · Independent DirectorHau N. Thai-Tang · Independent DirectorMichael S. Hanley · Independent DirectorSailaja K. Shankar · Independent DirectorSara A. Greenstein · Independent DirectorShaun E. McAlmont · Independent Director
Frequently asked questions
Who was the highest-paid executive at BorgWarner in fiscal 2025?
As disclosed, Joseph Fadool (President and Chief Executive Officer) was the highest-paid executive at BorgWarner in fiscal 2025, with total compensation of $15,539,233.
How does BorgWarner's chief executive pay compare to its disclosed peer group?
As disclosed, Joseph Fadool's total compensation ranked at the 59th percentile of BorgWarner's disclosed peer group.
What is BorgWarner's CEO-to-median employee pay ratio?
As disclosed, BorgWarner's CEO-to-median employee pay ratio was 326:1.
How did shareholders vote on BorgWarner's executive compensation?
As disclosed, 96.07% of shareholders supported BorgWarner's executive compensation in the latest say-on-pay vote.
How much does BorgWarner spend in total on board compensation for fiscal 2025?
As disclosed, BorgWarner reported total board compensation of $2,391,500 for fiscal 2025.
Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.
Full detail
Every table from the filing. Open any section.
Summary compensation table
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joseph Fadool | $1,237,329 | $0 | $10,613,383 | $0 | $3,188,117 | $0 | $500,404 | $15,539,233 |
| President and Chief Executive Officer | ||||||||
| Frederic Lissalde | 694,905 | 0 | 7,734,234 | 0 | 411,562 | 0 | 864,955 | 9,705,656 |
| Former President and Chief Executive Officer | ||||||||
| Stefan Demmerle | 845,000 | 0 | 3,320,795 | 0 | 1,531,140 | 0 | 381,503 | 6,078,438 |
| Vice President, President and General Manager, BorgWarner PowerDrive Systems | ||||||||
| Tonit Calaway | 740,000 | 0 | 3,003,172 | 0 | 1,554,000 | 0 | 289,948 | 5,587,120 |
| Executive Vice President, Chief Administrative Officer, General Counsel and Secretary | ||||||||
| Volker Weng | 780,000 | 0 | 2,918,042 | 0 | 1,545,240 | -35,803 | 378,077 | 5,585,556 |
| Vice President, President and General Manager, BorgWarner Turbos and Thermal Technologies | ||||||||
| Craig Aaron | 731,250 | 0 | 2,808,628 | 0 | 1,575,000 | 0 | 297,437 | 5,412,315 |
| Executive Vice President and Chief Financial Officer | ||||||||
A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.
Three-year trend — total compensation per named executive
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Joseph Fadool | $15,539,233 | $7,275,809 | $6,964,295 | ↑ +8,263,424 |
| Frederic Lissalde | 9,705,656 | 18,776,878 | 19,308,195 | ↓ −9,071,222 |
| Stefan Demmerle | 6,078,438 | 6,470,298 | 6,526,288 | ↓ −391,860 |
| Tonit Calaway | 5,587,120 | 10,197,660 | 5,626,834 | ↓ −4,610,540 |
| Volker Weng | 5,585,556 | — | — | — |
| Craig Aaron | 5,412,315 | 4,810,732 | — | ↑ +601,583 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
Incentive-plan design — the Compensation Discussion & Analysis
We are committed to providing competitive compensation opportunities designed to deliver equal pay for equal work regardless of race, color, age, religion, sex, sexual orientation, gender, identity/expression, national origin, disability, veteran status, or any other characteristic protected by applicable law.
| CEO STI target (% of salary) | 150% |
|---|---|
| CEO LTI target (% of salary) | — |
| Independent consultant | Pearl Meyer & Partners, LLC |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
Equity grants and outstanding awards
Grants of plan-based awards — fiscal year 2025
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Stefan Demmerle | RSU | 2025-02-04 | — | — | 30,214 | — | $946,605 |
| Tonit Calaway | RSU | 2025-02-04 | — | — | 27,730 | — | 868,781 |
| Craig Aaron | PSU | 2025-02-04 | 27,265 | 54,530 | — | 109,060 | 1,966,352 |
| Joseph Fadool | PSU | 2025-02-04 | 84,400 | 168,800 | — | 337,600 | 6,086,928 |
| Frederic Lissalde | PSU | 2025-02-04 | 77,820 | 155,640 | — | 311,280 | 5,612,378 |
| Frederic Lissalde | RSU | 2025-02-04 | — | — | 67,726 | — | 2,121,856 |
| Joseph Fadool | PSU | 2025-02-07 | 26,145 | 59,760 | — | 119,520 | 1,978,355 |
| Stefan Demmerle | PSU | 2025-02-04 | 32,920 | 65,840 | — | 131,680 | 2,374,190 |
| Joseph Fadool | RSU | 2025-02-04 | — | — | 81,331 | — | 2,548,100 |
| Craig Aaron | RSU | 2025-02-04 | — | — | 26,884 | — | 842,276 |
| Volker Weng | RSU | 2025-02-04 | — | — | 27,027 | — | 846,756 |
| Volker Weng | PSU | 2025-02-04 | 28,720 | 57,440 | — | 114,880 | 2,071,286 |
| Tonit Calaway | PSU | 2025-02-04 | 29,595 | 59,190 | — | 118,380 | 2,134,391 |
Vehicle mix — grant-date fair value by award type
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Stefan Demmerle | $946,605 | $2,374,190 | $0 | 71.5% |
| Tonit Calaway | 868,781 | 2,134,391 | 0 | 71.1% |
| Craig Aaron | 842,276 | 1,966,352 | 0 | 70.0% |
| Joseph Fadool | 2,548,100 | 8,065,283 | 0 | 76.0% |
| Frederic Lissalde | 2,121,856 | 5,612,378 | 0 | 72.6% |
| Volker Weng | 846,756 | 2,071,286 | 0 | 71.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
Outstanding equity awards at fiscal year-end 2025
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Craig Aaron | RSU | 49,571 | — | $2,233,669 |
| Volker Weng | RSU | 61,589 | — | 2,775,200 |
| Stefan Demmerle | RSU | 76,450 | — | 3,444,837 |
| Joseph Fadool | RSU | 131,366 | — | 5,919,352 |
| Craig Aaron | PSU | 192,736 | — | 8,684,684 |
| Volker Weng | PSU | 212,715 | — | 9,584,938 |
| Tonit Calaway | RSU | 215,053 | — | 9,690,288 |
| Tonit Calaway | PSU | 235,527 | — | 10,612,847 |
| Stefan Demmerle | PSU | 262,027 | — | 11,806,937 |
| Joseph Fadool | PSU | 600,635 | — | 27,064,613 |
| Frederic Lissalde | PSU | 765,223 | — | 34,480,948 |
Director compensation
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Alexis P. MichasIndependent · Board Chair · Executive (Chair) | $316,000 | $165,000 | $0 | $0 | $0 | $481,000 |
| Michael S. HanleyIndependent · Audit (Chair) · Executive | 164,000 | 165,000 | 0 | 0 | 0 | 329,000 |
| Deborah D. McWhinneyIndependent · Audit · Compensation (Chair) | 162,500 | 165,000 | 0 | 0 | 0 | 327,500 |
| Sara A. GreensteinIndependent · Compensation · Corporate Governance (Chair) | 159,000 | 165,000 | 0 | 0 | 0 | 324,000 |
| Sailaja K. ShankarIndependent · Audit | 146,500 | 165,000 | 0 | 0 | 0 | 311,500 |
| Shaun E. McAlmontIndependent · Compensation · Corporate Governance | 145,000 | 165,000 | 0 | 0 | 0 | 310,000 |
| Hau N. Thai-TangIndependent · Audit | 143,500 | 165,000 | 0 | 0 | 0 | 308,500 |
| Frederic B. LissaldeEmployee director · Not standing for re-election · Departed during FY | 0 | 0 | 0 | — | 0 | 0 |
| Joseph F. FadoolEmployee director · Executive · Newly elected | 0 | 0 | 0 | — | 0 | 0 |
Board fee structure and ownership guideline
| Annual cash retainer | $130,000 |
|---|---|
| Annual equity retainer | $165,000 |
| Per board meeting fee | — |
| Committee chair fees (audit / comp / nom-gov) | 30,000 / 25,000 / 20,000 |
| Stock ownership guideline | $650,000 |
Total cost of the board
| Component | FY2025 |
|---|---|
| Cash retainers and fees | $1,236,500 |
| Equity awards (grant-date value) | $1,155,000 |
| All other compensation | $0 |
| Total cost of the board | $2,391,500 |
Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.
Peer group, and who names BorgWarner as a peer
Companies that benchmark against BWA
19 companies name BWA as a compensation peer
- Adient plcADNTFY2025
- AGCO CORP /DEAGCOFY2025
- AUTOLIV INCALVFY2024
- BRUNSWICK CORPBCFY2025
- CORNING INC /NYGLWFY2025
- DANA IncDANFY2025
- Dauch CorpDCHFY2025
- GOODYEAR TIRE & RUBBER CO /OH/GTFY2025
- LEAR CORPLEAFY2025
- LKQ CORPLKQFY2025
- Polaris Inc.PIIFY2025
- QuantumScape CorpQSFY2025
- Sensata Technologies Holding plcSTFY2025
- TEREX CORPTEXFY2025
- TEXTRON INCTXTFY2025
- UGI CORP /PA/UGIFY2025
- VISTEON CORPVCFY2025
- WORTHINGTON ENTERPRISES, INC.WORFY2026
Each company listed discloses BWA in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named BWA in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.
Disclosed peer group — fiscal year 2025
The compensation peer group as the company disclosed it in its own proxy — the reference set behind the percentile above.
PCAR PACCAR Inc.PH Parker-Hannifin CorporationFTV Fortive CorporationAPTV Aptiv PLCITW Illinois Tool Works Inc.SWK Stanley Black & Decker, Inc.ALV Autoliv, Inc.TXT Textron Inc.CMI Cummins Inc.DAN Dana IncorporatedOSK Oshkosh CorporationTT Trane Technologies plcDOV Dover CorporationADNT Adient plcROK Rockwell Automation, Inc.GT The Goodyear Tire & Rubber CompanyEMR Emerson Electric Co.MGA Magna International Inc. American Axle & Manufacturing Holdings, Inc.
Peer reciprocity
Of the companies BorgWarner names as compensation peers, which name it back in their own disclosed peer groups. A peer set the market reciprocates reads differently from one selected in a single direction.
— PACCAR Inc. (PCAR)91— Parker-Hannifin Corporation (PH)92— Fortive Corporation (FTV)93— Aptiv PLC (APTV)94— Illinois Tool Works Inc. (ITW)95— Stanley Black & Decker, Inc. (SWK)96— Autoliv, Inc. (ALV)97✓ Textron Inc. (TXT)98— Cummins Inc. (CMI)99✓ Dana Incorporated (DAN)100— Oshkosh Corporation (OSK)101— Trane Technologies plc (TT)102— Dover Corporation (DOV)103✓ Adient plc (ADNT)104— Rockwell Automation, Inc. (ROK)105✓ The Goodyear Tire & Rubber Company (GT)106— Emerson Electric Co. (EMR)107 Magna International Inc. (MGA)
Reciprocity shown where the peer’s own current proxy has been read — each mark is cited in the register to that peer’s filing. A dash means the peer’s current proxy was read and names no reciprocal group including BorgWarner.
Chief executive pay against the peer group
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company’s own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | Trane Technologies plc | 2025 | David Regnery | $1,512,500 | $8,900,397 | $5,700,010 | $2,831,173 | $27,262,157 |
| 2 | Parker-Hannifin Corporation | 2026 | Jennifer Parmentier | 1,537,500 | 7,586,898 | 7,841,940 | 4,539,822 | 22,761,169 |
| 3 | Emerson Electric Co. | 2025 | Lal Karsanbhai | 1,537,500 | 15,413,325 | 0 | 3,728,525 | 21,240,262 |
| 4 | Textron Inc. | 2025 | Scott Donnelly | 1,530,577 | 10,588,942 | 3,463,119 | 3,246,000 | 21,165,556 |
| 5 | Cummins Inc. | 2025 | Jennifer Rumsey | 1,533,750 | 6,429,004 | 0 | 6,975,656 | 19,905,532 |
| 6 | Aptiv PLC | 2025 | Kevin Clark | 1,462,272 | 15,145,160 | 0 | 2,303,078 | 19,250,277 |
| 7 | Dover Corporation | 2025 | Richard Tobin | 1,387,385 | 8,040,726 | 6,562,519 | 0 | 18,757,706 |
| 8 | BorgWarner | 2025 | Joseph Fadool | 1,237,329 | 10,613,383 | 0 | 3,188,117 | 15,539,233 |
| 9 | Rockwell Automation, Inc. | 2025 | Blake Moret | 1,210,456 | 7,700,421 | 3,300,010 | 1,737,610 | 15,401,707 |
| 10 | Illinois Tool Works Inc. | 2025 | Christopher A. O'Herlihy | 1,337,271 | 5,249,957 | 5,249,996 | 2,702,389 | 15,211,011 |
| 11 | The Goodyear Tire & Rubber Company | 2025 | Mark Stewart | 1,400,000 | 7,128,093 | 0 | 4,899,200 | 14,602,389 |
| 12 | Fortive Corporation | 2025 | Olumide Soroye | 931,733 | 8,196,125 | 3,706,519 | 1,358,100 | 14,405,012 |
| 13 | Adient plc | 2025 | Jerome Dorlack | 665,000 | 10,754,426 | 0 | 1,443,050 | 13,114,394 |
| 14 | Oshkosh Corporation | 2025 | John C. Pfeifer | 1,243,847 | 10,000,031 | 0 | 1,314,864 | 12,935,995 |
| 15 | Paccar Inc. | 2025 | R. Preston Feight | 1,690,385 | 4,900,500 | 2,174,485 | 1,326,521 | 12,618,865 |
| 16 | Stanley Black & Decker, Inc. | 2025 | Christopher Nelson | 997,462 | 3,964,699 | 1,321,569 | 929,055 | 7,656,246 |
| 17 | Dana Incorporated | 2025 | R. Bruce McDonald | 1,300,000 | 4,124,985 | 0 | 0 | 5,609,922 |
| 18 | Autoliv, Inc. | 2025 | Mikael Bratt | 1,506,525 | 940,973 | 0 | 1,645,772 | 4,784,549 |
| — | Magna International Inc. | — | — | — | — | — | — | not in coverage universe |
Each peer’s compensation is from its most recently filed proxy; fiscal years differ by company. Each peer’s figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.
Incentive design against the same peers
| Company | Annual incentive payout | Long-term vehicle mix | PSU measures include TSR | Compensation consultant |
|---|---|---|---|---|
| BorgWarner | 175% | PSU 67 · RSU 33 | Yes | Pearl Meyer & Partners, LLC |
| Adient plc | 108% | PSU 60 · RSU 40 | Yes — relative TSR | Willis Towers Watson |
| Aptiv PLC | 105% | PSU 60 · RSU 40 | No | not disclosed |
| Autoliv, Inc. | 168% | PSU 100 | No | Meridian Compensation Partners |
| Cummins Inc. | 90% | PSU 70 · Cash LTI 30 | No | Farient |
| Dana Incorporated | 200% | PSU 50 · RSU 50 | Yes — Relative TSR | Meridian Compensation Partners, LLC |
| Dover Corporation | 121.7% | PSU 40 · Options 40 · RSU 20 | Yes — 3-Year relative TSR | Meridian Compensation Partners, LLC |
| Emerson Electric Co. | 141.5% | PSU 55 · RSU 45 | No | Exequity |
| Fortive Corporation | not disclosed | PSU 50 · RSU 25 · Option 25 | Yes — Relative TSR vs. S&P 500 | Pearl Meyer |
| Illinois Tool Works Inc. | not disclosed | PSU 50 · Options 50 | No | Meridian Compensation Partners LLC |
| Magna International Inc. | not disclosed | not disclosed | not disclosed | not disclosed |
| Oshkosh Corporation | 70.4% | PSU 50 · RSU 50 | No | Mercer |
| Paccar Inc. | 62.7% | not disclosed | No | The Committee typically retains a compensation consultant to assess the competitiveness of the Company's compensation programs every two years. It did not employ a compensation consultant in 2025. |
| Parker-Hannifin Corporation | not disclosed | LTIP Awards 50 · Stock Appreciation Rights 50 | No | Mercer Consulting |
| Rockwell Automation, Inc. | 95.7% | PSU 40 · Option 30 · RSU 30 | No | Willis Towers Watson |
| Stanley Black & Decker, Inc. | 72.3% | PSU 50 · RSU 25 · Options 25 | Yes — Relative TSR | Pay Governance |
| Textron Inc. | not disclosed | PSU 50 · Option 25 · RSU 25 | No | Pearl Meyer |
| The Goodyear Tire & Rubber Company | not disclosed | EPU 40 · RSU 30 · PSU 30 | not disclosed | Exequity |
| Trane Technologies plc | 109.21% | PSU 50 · Options 40 · RSU 10 | Yes — Relative TSR | Meridian Compensation Partners, LLC |
Read from each company’s Compensation Discussion and Analysis: annual incentive payout as a percentage of target, the disclosed long-term vehicle mix, whether performance-share measures include a total shareholder return component, and the retained compensation consultant. “Not disclosed” appears only where the company’s filing does not state the item.
Say-on-pay history and pay ratio
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-04-29 | 168,106,859 | 6,878,029 | 419,258 | 96.07% | Passed |
| 2025 | 2025-04-30 | 162,633,360 | 25,105,228 | 393,531 | 86.63% | Passed |
| 2024 | 2024-04-24 | 136,529,706 | 50,770,702 | 344,308 | 72.89% | Passed |
| 2023 | 2023-04-26 | 179,505,117 | 14,546,724 | 299,075 | 92.5% | Passed |
| 2022 | 2022-04-27 | 181,168,988 | 11,697,981 | 2,014,000 | 93.93% | Passed |
| 2021 | 2021-04-28 | 192,736,772 | 11,084,064 | 382,953 | 94.56% | Passed |
Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year’s compensation.
Say-on-pay — history, company’s computation
| Meeting year | Meeting date | Approval — company’s computation |
|---|---|---|
| 2026 | 2026-04-29 | 96.07%a |
| 2025 | 2025-04-30 | 86.63%b |
| 2024 | 2024-04-24 | 72.89%c |
a. Approved under the standard stated in the filing — “For purposes of determining the advisory vote regarding this proposal, abstentions and broker non-votes do not constitute a vote "for" or "against" the proposal and will be disregarded in the calculation of "votes cast." Proxies solicited by our Board will be voted "for" approval of the compensation of our NEOs unless a stockholder specifies otherwise.”.
b. Approved under the standard stated in the filing — “For purposes of determining the advisory vote regarding this proposal, abstentions and broker non-votes do not constitute a vote "for" or "against" the proposal and will be disregarded in the calculation of "votes cast." Proxies solicited by our Board will be voted "for" approval of the compensation unless a stockholder specifies otherwise.”.
c. Approved under the standard stated in the filing — “For purposes of determining the advisory vote regarding this proposal, abstentions and broker non-votes do not constitute a vote "for" or "against" the proposal and will be disregarded in the calculation of "votes cast." Proxies solicited by our Board will be voted "for" approval of the compensation unless a stockholder specifies otherwise.”.
Approval percentages are the company’s own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.
CEO pay ratio
| Ratio (CEO : median employee) | 326 : 1 |
|---|---|
| CEO total compensation | $15,634,340 |
| Median employee compensation | $47,910 |
Insider trades since the proxy
Every insider equity transaction reported on Form 4 after the 2025 proxy statement — acquisitions, dispositions, exercises, and withholdings — and therefore not reflected in any table in that document.
| Insider | Role | Transaction date | Code | Shares | Price | Value | Security | Source |
|---|---|---|---|---|---|---|---|---|
| Sailaja K. Shankar | Director | 2026-04-29 | A | 83 | $0 | $0 | Common | Form 4 ↗ |
| Deborah D. McWhinney | Director | 2026-04-29 | A | 3,228 | 0 | 0 | Common | Form 4 ↗ |
| Alexis P. Michas | Director | 2026-04-29 | A | 3,228 | 0 | 0 | Common | Form 4 ↗ |
| Michael S. Hanley | Director | 2026-04-29 | A | 3,228 | 0 | 0 | Common | Form 4 ↗ |
| Hau N. Thai-Tang | Director | 2026-04-29 | A | 83 | 0 | 0 | Common | Form 4 ↗ |
| Hau N. Thai-Tang | Director | 2026-04-29 | A | 3,228 | 0 | 0 | Common | Form 4 ↗ |
| Sailaja K. Shankar | Director | 2026-04-29 | A | 3,228 | 0 | 0 | Common | Form 4 ↗ |
| Sara A. Greenstein | Director | 2026-04-29 | A | 83 | 0 | 0 | Common | Form 4 ↗ |
| Michael S. Hanley | Director | 2026-04-29 | A | 83 | 0 | 0 | Common | Form 4 ↗ |
| Deborah D. McWhinney | Director | 2026-04-29 | A | 83 | 0 | 0 | Common | Form 4 ↗ |
| Shaun E. McAlmont | Director | 2026-04-29 | A | 3,228 | 0 | 0 | Common | Form 4 ↗ |
| Sara A. Greenstein | Director | 2026-04-29 | A | 3,228 | 0 | 0 | Common | Form 4 ↗ |
| Shaun E. McAlmont | Director | 2026-04-29 | A | 83 | 0 | 0 | Common | Form 4 ↗ |
| Alexis P. Michas | Director | 2026-04-29 | A | 83 | 0 | 0 | Common | Form 4 ↗ |
| Stefan Demmerle | Vice President | 2026-05-08 | D | 20,000 | 59 | 1,185,150 | Common | Form 4 ↗ |
| Stefan Demmerle | Vice President | 2026-05-11 | D | 5,000 | 62 | 310,000 | Common | Form 4 ↗ |
| Volker Weng | Vice President | 2026-05-11 | D | 5,606 | 62 | 345,628 | Common | Form 4 ↗ |
| Tania Wingfield | EVP & CHRO | 2026-05-11 | D | 5,000 | 63 | 316,221 | Common | Form 4 ↗ |
| Isabelle McKenzie | Vice President | 2026-05-12 | D | 3,500 | 63 | 221,733 | Common | Form 4 ↗ |
| Joseph F. Fadool | Director | 2026-05-13 | D | 29,000 | 67 | 1,951,854 | Common | Form 4 ↗ |
| Stefan Demmerle | Vice President | 2026-05-13 | D | 5,000 | 65 | 325,000 | Common | Form 4 ↗ |
| Volker Weng | Vice President | 2026-05-14 | D | 5,000 | 68 | 338,550 | Common | Form 4 ↗ |
| Volker Weng | Vice President | 2026-05-28 | D | 5,000 | 72 | 361,751 | Common | Form 4 ↗ |
| Sailaja K. Shankar | Director | 2026-06-05 | D | 5,000 | 73 | 365,389 | Common | Form 4 ↗ |
| Tonit Calaway | EVP, CAO, Gen Counsel & Sec | 2026-07-01 | D | 68,854 | 66 | 4,571,906 | Common | Form 4 ↗ |
| Tonit Calaway | EVP, CAO, Gen Counsel & Sec | 2026-07-01 | A | 3,932 | 0 | 0 | Common | Form 4 ↗ |
| Tonit Calaway | EVP, CAO, Gen Counsel & Sec | 2026-07-01 | D | 69,014 | 66 | 4,582,530 | Common | Form 4 ↗ |
| Tonit Calaway | EVP, CAO, Gen Counsel & Sec | 2026-07-01 | A | 3,593 | 0 | 0 | Common | Form 4 ↗ |
| Shaun E. McAlmont | Director | 2026-08-17 | D | 7,000 | 69 | 485,548 | Common | Form 4 ↗ |
| Tonit Calaway | EVP, CAO, Gen Counsel & Sec | 2026-08-17 | D | 26,624 | 69 | 1,848,771 | Common | Form 4 ↗ |
| Tonit Calaway | EVP, CAO, Gen Counsel & Sec | 2026-08-17 | D | 17,376 | 70 | 1,215,799 | Common | Form 4 ↗ |
| Stefan Demmerle | Vice President | 2026-08-17 | D | 1,000 | 70 | 70,000 | Common | Form 4 ↗ |
| Isabelle McKenzie | Vice President | 2026-08-17 | D | 4,500 | 70 | 316,769 | Common | Form 4 ↗ |
| Amy B. Kulikowski | VP & Chief Accounting Officer | 2026-08-18 | D | 2,900 | 69 | 198,940 | Common | Form 4 ↗ |
| Rajesh Kalathur | Director | 2026-08-19 | A | 7,407 | 68 | 500,664 | Common | Form 4 ↗ |
| Tonit Calaway | EVP, CAO, Gen Counsel & Sec | 2026-08-24 | D | 22,000 | 66 | 1,457,667 | Common | Form 4 ↗ |
| Michael S. Hanley | Director | 2026-08-28 | D | 5,000 | 66 | 327,550 | Common | Form 4 ↗ |
Transaction codes per Form 4: A acquisition · S open-market sale · F tax withholding · M option exercise · G gift. Value = shares × price as reported. Dividend-equivalent and fractional-share accrual rows (derivative Class A, under $10,000 and under 2,000 shares) are aggregated per date; every row appears in full below.
Sources (107 citations)
Each figure is listed with the filing it comes from, where it appears in that filing, and the value as printed. Any figure can be independently confirmed against the source.
- Section 01, Joseph Fadool. DEF 14A, filed 2026-03-19. Section “Executive Compensation Tables” · page 54. As printed: 15,539,233. View filing ↗
- Section 01, Frederic Lissalde. DEF 14A, filed 2026-03-19. Section “Executive Compensation Tables” · page 54. As printed: 9,705,656. View filing ↗
- Section 01, Stefan Demmerle. DEF 14A, filed 2026-03-19. Section “Executive Compensation Tables” · page 54. As printed: 6,078,438. View filing ↗
- Section 01, Tonit Calaway. DEF 14A, filed 2026-03-19. Section “Executive Compensation Tables” · page 54. As printed: 5,587,120. View filing ↗
- Section 01, Volker Weng. DEF 14A, filed 2026-03-19. Section “Executive Compensation Tables” · page 54. As printed: 5,585,556. View filing ↗
- Section 01, Craig Aaron. DEF 14A, filed 2026-03-19. Section “Executive Compensation Tables” · page 54. As printed: 5,412,315. View filing ↗
- Section 03, Stefan Demmerle RSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Tonit Calaway RSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Craig Aaron PSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Joseph Fadool PSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Frederic Lissalde PSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Frederic Lissalde RSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Joseph Fadool PSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Stefan Demmerle PSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Joseph Fadool RSU. DEF 14A, filed 2026-03-19. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Craig Aaron RSU. DEF 14A, filed 2026-03-19. Section “Grants of Plan-Based Awards” · grants of plan-based awards table. View filing ↗
- Section 03, Volker Weng RSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Volker Weng PSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 03, Tonit Calaway PSU. DEF 14A, filed 2026-03-19. Section “AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE” · grants of plan-based awards table. View filing ↗
- Section 07, pay ratio. DEF 14A, filed 2026-03-19. Section “CEO Pay Ratio”. As printed: 326 : 1. View filing ↗
- Section 08, Alexis P. Michas. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 481,000. View filing ↗
- Section 08, Michael S. Hanley. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 329,000. View filing ↗
- Section 08, Deborah D. McWhinney. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 327,500. View filing ↗
- Section 08, Sara A. Greenstein. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 324,000. View filing ↗
- Section 08, Sailaja K. Shankar. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 311,500. View filing ↗
- Section 08, Shaun E. McAlmont. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 310,000. View filing ↗
- Section 08, Hau N. Thai-Tang. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 308,500. View filing ↗
- Section 08, Frederic B. Lissalde. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 08, Joseph F. Fadool. DEF 14A, filed 2026-03-19. Section “Director Compensation”. As printed: 0. View filing ↗
- Section 02, Sailaja K. Shankar 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Deborah D. McWhinney 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Alexis P. Michas 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael S. Hanley 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Hau N. Thai-Tang 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Hau N. Thai-Tang 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sailaja K. Shankar 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sara A. Greenstein 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael S. Hanley 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Deborah D. McWhinney 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Shaun E. McAlmont 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sara A. Greenstein 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Shaun E. McAlmont 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Alexis P. Michas 2026-04-29. Form 4, filed 2026-05-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Stefan Demmerle 2026-05-08. Form 4, filed 2026-05-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Stefan Demmerle 2026-05-11. Form 4, filed 2026-05-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Volker Weng 2026-05-11. Form 4, filed 2026-05-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tania Wingfield 2026-05-11. Form 4, filed 2026-05-12. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Isabelle McKenzie 2026-05-12. Form 4, filed 2026-05-13. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Joseph F. Fadool 2026-05-13. Form 4, filed 2026-05-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Stefan Demmerle 2026-05-13. Form 4, filed 2026-05-14. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Volker Weng 2026-05-14. Form 4, filed 2026-05-15. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Volker Weng 2026-05-28. Form 4, filed 2026-05-29. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Sailaja K. Shankar 2026-06-05. Form 4, filed 2026-06-08. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tonit Calaway 2026-07-01. Form 4, filed 2026-07-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tonit Calaway 2026-07-01. Form 4, filed 2026-07-10. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tonit Calaway 2026-07-01. Form 4, filed 2026-07-10. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tonit Calaway 2026-07-01. Form 4, filed 2026-07-02. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Shaun E. McAlmont 2026-08-17. Form 4, filed 2026-08-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tonit Calaway 2026-08-17. Form 4, filed 2026-08-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tonit Calaway 2026-08-17. Form 4, filed 2026-08-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Stefan Demmerle 2026-08-17. Form 4, filed 2026-08-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Isabelle McKenzie 2026-08-17. Form 4, filed 2026-08-18. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Amy B. Kulikowski 2026-08-18. Form 4, filed 2026-08-20. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Rajesh Kalathur 2026-08-19. Form 4, filed 2026-08-20. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Tonit Calaway 2026-08-24. Form 4, filed 2026-08-25. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 02, Michael S. Hanley 2026-08-28. Form 4, filed 2026-09-01. Insider equity transaction reported since the proxy statement. View filing ↗
- Section 06, 2026 vote. Form 8-K, filed 2026-04-30. Item 5.07 · say-on-pay result. As reported: 96.07% (votes for as printed: 168,106,859). View filing ↗
- Section 06, 2025 vote. Form 8-K, filed 2025-05-01. Item 5.07 · say-on-pay result. As reported: 86.63% (votes for as printed: 162,633,360). View filing ↗
- Section 06, 2024 vote. Form 8-K, filed 2024-04-25. Item 5.07 · say-on-pay result. As reported: 72.89% (votes for as printed: 136,529,706). View filing ↗
- Section 01 trend, Δ column (computed). Computed. Δ = current-FY total − prior-FY total per named officer.
- Section 03b vehicle mix (computed). Computed. RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).
- Section 09b board cost (computed). Computed. Cash 1,236,500 + equity 1,155,000 + all other 0 = 2,391,500, summed across the director compensation table rows.
- Trane Technologies plc, Section 10b CEO total. DEF 14A, filed 2026-04-23. CEO total compensation as printed in Trane Technologies plc's own proxy. As printed: 27,262,157. View filing ↗
- Parker-Hannifin Corporation, Section 10b CEO total. DEF 14A, filed 2026-09-18. CEO total compensation as printed in Parker-Hannifin Corporation's own proxy. As printed: 22,761,169. View filing ↗
- Emerson Electric Co., Section 10b CEO total. DEF 14A, filed 2025-12-12. CEO total compensation as printed in Emerson Electric Co.'s own proxy. As printed: 21,240,262. View filing ↗
- Textron Inc., Section 10b CEO total. DEF 14A, filed 2026-03-05. CEO total compensation as printed in Textron Inc.'s own proxy. As printed: 21,165,556. View filing ↗
- Cummins Inc., Section 10b CEO total. DEF 14A, filed 2026-04-02. CEO total compensation as printed in Cummins Inc.'s own proxy. As printed: 19,905,532. View filing ↗
- Aptiv PLC, Section 10b CEO total. DEF 14A, filed 2026-03-16. CEO total compensation as printed in Aptiv PLC's own proxy. As printed: 19,250,277. View filing ↗
- Dover Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-24. CEO total compensation as printed in Dover Corporation's own proxy. As printed: 18,757,706. View filing ↗
- BorgWarner (subject), Section 10b CEO total. DEF 14A, filed 2026-03-19. CEO total compensation as printed in BorgWarner's own proxy. As printed: 15,539,233. View filing ↗
- Rockwell Automation, Inc., Section 10b CEO total. DEF 14A, filed 2025-12-22. CEO total compensation as printed in Rockwell Automation, Inc.'s own proxy. As printed: 15,401,707. View filing ↗
- Illinois Tool Works Inc., Section 10b CEO total. DEF 14A, filed 2026-03-27. CEO total compensation as printed in Illinois Tool Works Inc.'s own proxy. As printed: 15,211,011. View filing ↗
- The Goodyear Tire & Rubber Company, Section 10b CEO total. DEFR 14A, filed 2026-03-06. CEO total compensation as printed in The Goodyear Tire & Rubber Company's own proxy. As printed: 14,602,389. View filing ↗
- Fortive Corporation, Section 10b CEO total. DEF 14A, filed 2026-04-29. CEO total compensation as printed in Fortive Corporation's own proxy. As printed: 14,405,012. View filing ↗
- Adient plc, Section 10b CEO total. DEF 14A, filed 2026-01-21. CEO total compensation as printed in Adient plc's own proxy. As printed: 13,114,394. View filing ↗
- Oshkosh Corporation, Section 10b CEO total. DEF 14A, filed 2026-03-26. CEO total compensation as printed in Oshkosh Corporation's own proxy. As printed: 12,935,995. View filing ↗
- Paccar Inc., Section 10b CEO total. DEF 14A, filed 2026-03-18. CEO total compensation as printed in Paccar Inc.'s own proxy. As printed: 12,618,865. View filing ↗
- Stanley Black & Decker, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-06. CEO total compensation as printed in Stanley Black & Decker, Inc.'s own proxy. As printed: 7,656,246. View filing ↗
- Dana Incorporated, Section 10b CEO total. DEF 14A, filed 2026-03-13. CEO total compensation as printed in Dana Incorporated's own proxy. As printed: 5,609,922. View filing ↗
- Autoliv, Inc., Section 10b CEO total. DEF 14A, filed 2026-03-25. CEO total compensation as printed in Autoliv, Inc.'s own proxy. As printed: 4,784,549. View filing ↗
- Section 10a, PACCAR Inc. reciprocity. DEF 14A. PACCAR Inc.'s most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Parker-Hannifin Corporation reciprocity. DEF 14A. Parker-Hannifin Corporation's most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Fortive Corporation reciprocity. DEF 14A. Fortive Corporation's most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Aptiv PLC reciprocity. DEF 14A. Aptiv PLC's most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Illinois Tool Works Inc. reciprocity. DEF 14A. Illinois Tool Works Inc.'s most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Stanley Black & Decker, Inc. reciprocity. DEF 14A. Stanley Black & Decker, Inc.'s most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Autoliv, Inc. reciprocity. DEF 14A. Autoliv, Inc.'s most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Textron Inc. reciprocity. DEF 14A. Textron Inc. names BorgWarner in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Cummins Inc. reciprocity. DEF 14A. Cummins Inc.'s most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Dana Incorporated reciprocity. DEF 14A. Dana Incorporated names BorgWarner in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Oshkosh Corporation reciprocity. DEF 14A. Oshkosh Corporation's most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Trane Technologies plc reciprocity. DEF 14A. Trane Technologies plc's most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Dover Corporation reciprocity. DEF 14A. Dover Corporation's most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, Adient plc reciprocity. DEF 14A. Adient plc names BorgWarner in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Rockwell Automation, Inc. reciprocity. DEF 14A. Rockwell Automation, Inc.'s most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗
- Section 10a, The Goodyear Tire & Rubber Company reciprocity. DEF 14A. The Goodyear Tire & Rubber Company names BorgWarner in its own disclosed peer group (read from its most recent proxy). View filing ↗
- Section 10a, Emerson Electric Co. reciprocity. DEF 14A. Emerson Electric Co.'s most recent proxy was read; its disclosed peer group does not include BorgWarner. View filing ↗