Sector: Consumer Discretionary
BORGWARNER INC · Meeting: April 29, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Election of Eight Directors to the Board of Directors
Fadool joined the board in 2025 (within the past 24 months), making him exempt from the TSR trigger; he has deep automotive industry experience as BorgWarner's CEO and no overboarding or attendance concerns.
Greenstein joined in 2021, holds no more than one other public board seat, has relevant CEO and manufacturing experience, and BWA's 3-year TSR outperforms the peer median by +4.0pp — well below the 50pp underperformance threshold needed to trigger a vote against.
Hanley has served since 2016 with deep automotive financial expertise as a CPA and former Ernst & Young Global Automotive Leader; BWA's 3-year TSR outperforms the peer median, no TSR trigger fires, and attendance was at least 75%.
McAlmont joined in 2020, holds one other public board seat (Lee Enterprises), has relevant executive and leadership experience, and BWA's 3-year TSR vs. peer median does not meet the underperformance threshold; attendance was adequate.
McWhinney joined in 2018, holds one other public board seat (Franklin Templeton ETF Trust), brings strong financial and cybersecurity expertise, and BWA's 3-year TSR does not trigger the underperformance threshold against the disclosed peer group.
Michas has served since 1993 and holds two other public board seats (AstroNova and Revvity), which is within the four-board limit; BWA's 3-year TSR vs. peer median shows outperformance of +4.0pp, so no TSR trigger applies despite his long tenure.
Shankar joined in 2022, holds no other public board seats, brings deep cybersecurity and technology expertise, and BWA's 3-year TSR does not breach the peer underperformance threshold.
Thai-Tang joined in 2023 (within approximately 3 years but more than 24 months), holds no other public board seats, has extensive automotive industry experience from Ford, and BWA's 3-year TSR outperforms the peer median so no TSR trigger applies.
All eight director nominees pass policy screens: BWA's 3-year total shareholder return of +30.3% exceeds the peer group median by +4.0pp, far below the 50pp underperformance threshold required to trigger a vote against (strong positive TSR tier); no director is overboarded; all independent directors appear properly classified; meeting attendance was at least 75% for all nominees; and the board discloses a skills matrix. All eight nominees receive a FOR vote.
CEO
Joseph F. Fadool
Total Comp
$15,539,233
Prior Support
86.4%%
CEO total compensation of approximately $15.5 million reflects a package deliberately set at roughly 80% of peer-group median for a newly appointed CEO, which is below benchmark and does not trigger any pay-level concern. Pay mix is strongly performance-oriented — 89% of the CEO's target direct compensation is variable and at-risk, well above the 50–60% minimum required by policy, with long-term equity split between performance stock awards (tied to three-year relative TSR, relative revenue growth, and cumulative EPS) and restricted stock. The prior year Say on Pay received 86.4% support (well above the 70% threshold), the company has a meaningful clawback policy, and BWA's 3-year TSR of +30.3% is broadly in line with the peer median (+4.0pp), so variable pay above benchmark is not a concern — the pay-for-performance alignment check passes.
Auditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
PricewaterhouseCoopers LLP is a Big 4 firm appropriate for BorgWarner's size and complexity. Auditor tenure and detailed fee data are not explicitly disclosed in the proxy text provided; per policy, the tenure trigger requires confirmed data to fire, so no tenure-based concern is raised. No material restatements attributable to audit failure are disclosed, and no other negative triggers apply.
1 proposal submitted by shareholders
Proposal 5
John Chevedden is a well-regarded individual governance activist whose proposals generally deserve serious consideration, and the 2021 majority vote (>50%) for written consent is a meaningful signal. However, the company has since implemented a written consent right with a 10% ownership threshold — a genuine and material governance improvement — and the proposal as written does not clearly specify what additional change it is requesting beyond what already exists. Because the core ask appears to have been substantially addressed, and because multiple subsequent related proposals have been rejected by shareholder majorities, the company's response to the 2021 vote is credible and the incremental governance benefit of this proposal is unclear, supporting a vote against.
BorgWarner's 2026 annual meeting presents a clean ballot: all eight director nominees pass policy screens given BWA's positive absolute TSR and peer-group outperformance; the Say on Pay program is well-structured with 89% at-risk pay for the new CEO set below peer median; and the auditor ratification raises no independence concerns. The one contested item is a John Chevedden written consent proposal that, while coming from a credible governance activist, appears to have been substantially addressed by the company's existing 10% written consent right, supporting a vote against.
21 companies disclosed in 2026 proxy filing
