Cover
Cover | 12 Months Ended |
Dec. 31, 2022 | |
Document Information [Line Items] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Information [Line Items] | |
Entity Registrant Name | WESTINGHOUSE AIR BRAKE TECHNOLOGIES CORPORATION |
Entity Central Index Key | 0000943452 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure | 12 Months Ended | ||
Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | Dec. 31, 2020 USD ($) | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay-Versus-Performance As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid and certain financial performance of the Company. For further information about our approach to rewarding our NEOs in a “pay for performance” manner for accomplishment of pre-defined business goals and objectives, refer to the Compensation Discussion and Analysis section of this Proxy Statement. 2022 Pay Versus Performance Table Summary 1 Compensation 2 Average 3 Average 4 Value of Initial Net Income 7 EPS 8 Year Total 5 Peer Group 6 (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 $ 11,685,472 $ 14,962,045 $ 2,629,586 $ 3,049,534 $ 131 $ 133 $ 633 $ 4.86 2021 $ 11,027,238 $ 15,961,883 $ 3,806,454 $ 3,565,170 $ 120 $ 150 $ 558 $ 4.26 2020 $ 11,044,419 $ 9,083,133 $ 2,847,857 $ 1,487,328 $ 95 $ 120 $ 414 $ 3.79 1 The dollar amounts reported in column (b) are the amounts of total compensation reported for Rafael Santana (our Principal Executive Officer ”PEO“) for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to “Executive Compensation—Executive Compensation Tables—Summary Compensation Table.” 2 The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Santana, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Santana during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Santana’s total compensation for each year to determine the compensation actually paid: Year Reported Summary Reported a Equity b Compensation 2022 $ 11,685,472 $ (8,200,042 ) $ 11,476,615 $ 14,962,045 2021 $ 11,027,238 $ (7,201,548 ) $ 12,136,193 $ 15,961,883 2020 $ 11,044,419 $ (5,832,485 ) $ 3,871,199 $ 9,083,133 (a) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year. (b) The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable Year Year End Year over Year Fair Value Year over Year Fair Value at Value of Total 2022 $ 9,319,998 $ 2,184,162 $ — $ (70,543 ) $ — $ 42,998 $ 11,476,615 2021 $ 9,065,366 $ 2,976,341 $ — $ 61,792 $ — $ 32,696 $ 12,136,195 2020 $ 5,441,403 $ (1,379,240 ) $ — $ (221,467 ) $ — $ 30,502 $ 3,871,198 3 The dollar amounts reported in column (d) represent the average of the amounts reported for the Company’s named executive officers (NEOs) as a group (excluding Mr. Santana, who has served as our CEO since July 2019) in the “Total” column of the Summary Compensation Table in each applicable year. The names of each of the NEOs (excluding Mr. Santana) included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2022, John Olin, David L. DeNinno, Pascal Schweitzer, and Eric Gebhardt; (ii) for 2021, John Olin, David L. DeNinno, Pascal Schweitzer, Eric Gebhardt, and Patrick D. Dugan; and (iii) for 2020, Patrick D. Dugan, David L. DeNinno, Pascal Schweitzer, Nicole Theophilus, Albert J. Neupaver, and Scott E. Wahlstrom. 4 The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs as a group (excluding Mr. Santana), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding Mr. Santana) during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the NEOs as a group (excluding Mr. Santana) for each year to determine the compensation actually paid, using the same methodology described above in Note 2: Year Average Average Average Equity a Average 2022 $ 2,629,586 $ (1,250,011 ) $ 1,669,960 $ 3,049,535 2021 $ 3,806,454 $ (1,917,786 ) $ 1,676,502 $ 3,565,170 2020 $ 2,847,857 $ (1,531,362 ) $ 170,833 $ 1,487,328 (a) The amounts deducted or added in calculating the total average equity award adjustments are as follows: Year Average Year over Average Fair Year over Average Fair Average Value Total 2022 $ 1,420,738 $ 244,469 $ — $ 290 $ — $ 4,463 $ 1,669,960 2021 $ 1,016,773 $ 373,430 $ 175,446 $ 104,296 $ — $ 6,558 $ 1,676,503 2020 $ 1,409,472 $ (905,176 ) $ 55,683 $ (399,355 ) $ — $ 10,209 $ 170,833 5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. 6 Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, Arconic, Borg Warner, CSX, Dover, Emerson Electric, Fortive, Greenbrier Companies, Illinois Tool Works, Ingersoll-Rand, Norfolk Southern, Oshkosh, Parker-Hannifin, Rockwell Automation, Terex, Textron, Trinity Industries, and Xylem. 7 The dollar amounts reported represent the amount of net income excluding non-controlling interest reflected in the Company’s audited financial statements for the applicable year. 8 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. | ||
Company Selected Measure Name | EPS | ||
Peer Group Issuers, Footnote [Text Block] | 6 Represents the weighted peer group TSR, weighted according to the respective companies’ stock market capitalization at the beginning of each period for which a return is indicated. The peer group used for this purpose is our peer group of manufacturing companies which consists of the following publicly traded companies: AGCO, AMETEK, Arconic, Borg Warner, CSX, Dover, Emerson Electric, Fortive, Greenbrier Companies, Illinois Tool Works, Ingersoll-Rand, Norfolk Southern, Oshkosh, Parker-Hannifin, Rockwell Automation, Terex, Textron, Trinity Industries, and Xylem. 7 The dollar amounts reported represent the amount of net income excluding non-controlling interest reflected in the Company’s audited financial statements for the applicable year. | ||
PEO Total Compensation Amount | $ 11,685,472 | $ 11,027,238 | $ 11,044,419 |
PEO Actually Paid Compensation Amount | 14,962,045 | 15,961,883 | 9,083,133 |
Non-PEO NEO Average Total Compensation Amount | 2,629,586 | 3,806,454 | 2,847,857 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,049,534 | 3,565,170 | 1,487,328 |
Compensation Actually Paid vs. Net Income [Text Block] | |||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | |||
Total Shareholder Return Vs Peer Group [Text Block] | |||
Tabular List [Table Text Block] | Most Important Performance Measures for 2022 As described in greater detail in the Compensation Discussion and Analysis, the Company’s executive compensation program includes linking pay of our NEOs to Company, business unit and individual performance as a key objective. The metrics that the Company uses for both our annual cash incentive awards and for performance units that are part of our long-term incentive compensation awards are selected based on an objective of incentivizing our NEOs to increase the value of our enterprise for our long-term stockholders. For 2022, the most important financial performance measures used by the Company to link executive compensation actually paid to the NEOs, for the most recently completed fiscal year, to the Company’s performance are as follows: • EPS • Annual Cash Conversion • Cumulative Cash Conversion • Return on Invested Capital • TSR | ||
Total Shareholder Return Amount | $ 131 | 120 | 95 |
Peer Group Total Shareholder Return Amount | 133 | 150 | 120 |
Net Income (Loss) | $ 633,000,000 | $ 558,000,000 | $ 414,000,000 |
Company Selected Measure Amount | 4.86 | 4.26 | 3.79 |
PEO Name | Rafael Santana | ||
Additional 402(v) Disclosure [Text Block] | 5 Cumulative TSR is calculated by dividing the sum of the cumulative amount of dividends for the measurement period, assuming dividend reinvestment, and the difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share price at the beginning of the measurement period. | ||
Non-PEO NEO Average Compensation Actually Paid Amount | $ 3,049,535 | $ 3,565,170 | $ 1,487,328 |
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | EPS | ||
Non-GAAP Measure Description [Text Block] | 8 | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Annual Cash Conversion | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Cumulative Cash Conversion | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Return on Invested Capital | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | TSR | ||
Mr. Santana [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Awards | $ (8,200,042) | (7,201,548) | (5,832,485) |
Mr. Santana [Member] | Equity Award Adjustment [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 11,476,615 | 12,136,193 | 3,871,199 |
Mr. Santana [Member] | Year End Fair Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 9,319,998 | 9,065,366 | 5,441,403 |
Mr. Santana [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 2,184,162 | 2,976,341 | (1,379,240) |
Mr. Santana [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (70,543) | 61,792 | (221,467) |
Mr. Santana [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 42,998 | 32,696 | 30,502 |
Mr. Santana [Member] | Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 11,476,615 | 12,136,195 | 3,871,198 |
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Equity Awards | (1,250,011) | (1,917,786) | (1,531,362) |
Non-PEO NEO [Member] | Equity Award Adjustment [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,669,960 | 1,676,502 | 170,833 |
Non-PEO NEO [Member] | Year End Fair Value of Equity Awards [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,420,738 | 1,016,773 | 1,409,472 |
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 244,469 | 373,430 | (905,176) |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 290 | 104,296 | (399,355) |
Non-PEO NEO [Member] | Dividends Or Other Earnings Paid On Equity Awards Not Otherwise Reflected In Fair Value [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 4,463 | 6,558 | 10,209 |
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 1,669,960 | 1,676,503 | 170,833 |
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Current Year Awards Vested During Current Year [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 175,446 | $ 55,683 |