🧾 What This Document Is

This is a DEF 14A, also known as a proxy statement. It’s an official document sent to shareholders ahead of a company’s annual meeting. Its job is to give shareholders the information they need to vote on important company matters.

👉 In simple terms: Think of it as a detailed agenda and voter guide for Wabtec’s yearly shareholder meeting. It explains what’s being voted on, who the candidates are, how much executives are paid, and how the company is governed.

🏢 What The Company Does

Westinghouse Air Brake Technologies Corporation, better known as Wabtec, is a global powerhouse in the rail industry.

👉 In simple terms: They build and service the technology that makes trains run. This includes locomotives (the engines), freight cars, passenger transit systems, and the digital software that makes everything smarter and more efficient. They’ve been around for over 155 years and operate in more than 50 countries.

📅 The Annual Meeting: When & Where

Shareholders are invited to the 2026 Annual Meeting.

• When: May 12, 2026, at 12 p.m. Eastern Time.
• Where: Virtually online at www.virtualshareholdermeeting.com/WAB2026.
• Who can vote: Shareholders who owned stock as of March 16, 2026.

👉 Why it matters: This is your chance as a shareholder to have your say. You can attend, ask questions, and cast your vote electronically during the live webcast.

🗳️ What You're Voting On: The 3 Key Proposals

Here’s the ballot for the meeting. The Board of Directors recommends voting FOR all three proposals.

1. Elect Three Directors (Page 8) You’re voting to re-elect three board members for new three-year terms. The nominees are:

• Rafael Santana (Wabtec's CEO)
• Lee C. Banks (Former executive from Parker Hannifin)
• Byron S. Foster (Incoming CEO of Dana Incorporated)

2. Approve Executive Compensation (The "Say-on-Pay" Vote) (Page 34) This is an advisory vote where shareholders get to express their opinion on the pay packages for Wabtec’s top executives. It’s non-binding but the Board takes it seriously.

3. Ratify the Auditor (Page 66) You’re voting to approve the reappointment of Ernst & Young LLP as Wabtec’s independent accounting firm for 2026. They’ve been the auditor since 2002.

👥 Who's on the Board & A Major Change

The Board acts as the stewards of the company on behalf of shareholders.

• Board Refreshment: 4 new directors have been added in the last 6 years, bringing in fresh skills in technology and sustainability.
• A Leadership Transition: Albert J. Neupaver, the long-serving Chairman, is retiring after the 2026 meeting. The Board plans to appoint CEO Rafael Santana as the new Board Chair. A new Lead Independent Director will also be elected to provide strong oversight.

👉 Why it matters: This signals a significant shift in leadership structure. Combining the CEO and Chair roles is meant to provide clearer accountability and strategic execution, but it increases the importance of an empowered Lead Independent Director to balance the power.

💰 Financial Snapshot (2025 Performance)

Here’s how the company performed in its most recent fiscal year:

• Revenue: $11.17 Billion (Up 7.5% from the prior year)
• Operating Margin: 16.1% (GAAP) / 20.3% (Adjusted)
• Earnings Per Share: $6.83 (GAAP) / $8.97 (Adjusted)
• Cash Flow from Operations: $1.76 Billion

👉 Why it matters: These numbers show growth and strong profitability. The adjusted figures give a view of core performance by excluding one-time items.

🏛️ How the Company is Governed

Wabtec emphasizes strong and independent board oversight.

• Board Independence: 8 of the 9 current directors are independent. All key committees (Audit, Compensation, Governance, Risk) are made up solely of independent directors.
• Key Committees:
  • Audit Committee: Oversees financial reporting and accounting. 4 members are designated as "audit committee financial experts."
  • Compensation & Talent Management Committee: Sets executive pay and oversees talent strategies.
  • Risk & Public Policy Committee: Manages major risks like cybersecurity, compliance, and sustainability.
• Shareholder Engagement: In 2025, company reps met with shareholders representing 77% of outstanding shares to discuss strategy, governance, and more.

🌍 Sustainability & Risk Oversight

The Board doesn't just look at profits; it oversees broader issues.

• Sustainability: Highlighted projects include a 6% reduction in Scope 1 emissions and the delivery of hybrid locomotives to improve air quality.
• Top Enterprise Risks for 2025: The company identified its biggest risks as (1) Cybersecurity & data privacy, (2) Competition & market forces, (3) Geopolitical instability, (4) Labor & talent management, and (5) Product safety & quality.

⚖️ Big Picture: Strengths & Risks

• 👍 Strengths: Strong 2025 financials, a globally installed base of ~24,600 locomotives, a deep patent portfolio (7K+), and active shareholder engagement.
• ⚠️ Risks: Exposure to geopolitical instability, intense competition, cybersecurity threats, and challenges in labor and talent management.

🧠 The Analogy

Think of Wabtec's Board as the navigation team for a massive, global freight train. The CEO is the engineer driving the engine. The independent directors are the experienced crew members in the cab, each with a specific skill (finance, operations, risk) watching the tracks ahead, the weather, and the signals. This filing is their report to the train's owners (the shareholders) on where they've been, who's on the crew, and their plan for the next leg of the journey. A change in the conductor (Chairman) means a shift in how the team is led, but the destination—long-term value—remains the same.

📇 Key Contacts & People

• Chairman of the Board (Retiring): Albert J. Neupaver
• President & CEO, Director Nominee: Rafael Santana
• Lead Independent Director: Linda A. Harty
• Executive VP, General Counsel & Secretary: David L. DeNinno
• For Shareholder Communications to the Board:
  • Mail: Secretary of Wabtec, 30 Isabella Street, Pittsburgh, PA 15212
  • Email for Lead Independent Director: [email protected]

🧩 Final Takeaway

This proxy statement sets the stage for a pivotal annual meeting marked by a significant leadership transition (Chairman retiring, CEO likely becoming Chair) and asks shareholders to approve the board's direction and executive pay. The company's strong financial performance is presented alongside its structured approach to managing risks and engaging with its owners.