Deborah McWhinney
BORGWARNERAbout Deborah D. McWhinney
Independent director (age 69), serving on BorgWarner’s Board since 2018. She is Compensation Committee Chair and a member of the Audit Committee, and is designated by the Board as an “audit committee financial expert.” Her background includes senior leadership in global payments and wealth management, and she currently sits on the Franklin Templeton ETF Trust board. She holds a B.A. in communications from the University of Montana.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup Inc. | Chief Executive Officer, Global Enterprise Payments; President, Wealth Management & Personal Banking | 2009–2014 (retired 2014) | Co-chaired “Citi Women” to develop high-potential female executives |
| Charles Schwab Corp. | President of division serving financial advisors; Director, Schwab Bank | Six years (dates not provided) | Led advisor services; board-level governance at Schwab Bank |
| Lloyds Banking Group PLC | Director | — | Chair, Cyber and IT Resilience Committee |
| Fresenius Medical Company | Director (prior) | — | — |
| S&P Global Inc. | Director (prior) | — | — |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Franklin Templeton ETF Trust | Director (current) | — | — |
| LegalShield | Director | — | — |
| Fortress Net Lease REIT | Director | — | — |
| California Institute of Technology | Trustee | — | — |
| Institute for Defense Analyses | Trustee | — | — |
Board Governance
- Committee assignments: Compensation (Chair) and Audit member; Board determined she meets NYSE/SEC independence and audit committee expertise criteria. Compensation Committee met 7 times in 2024; Audit met 6 times.
- Independence/attendance: Board held 5 meetings in 2024; each director attended at least 75% of Board and committee meetings; all directors attended the 2024 Annual Meeting.
- Board structure and governance: Independent Non‑Executive Chair; majority voting; proxy access; director retirement policy (age 72); limit of 4 public boards; prohibition of speculative transactions and hedging by directors; clawback and recoupment policies.
- Executive sessions: Non‑employee directors meet in executive sessions led by the Non‑Executive Chair.
- Related‑party oversight: Corporate Governance Committee reviews and approves related person transactions under a written policy. Compensation Committee members (including McWhinney) had no relationships requiring Item 404 disclosure.
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Board annual cash retainer (2024 policy) | $130,000 | Increased from $125,000 effective Feb 7, 2024 |
| Committee membership retainers (per committee) | Audit: $7,500; Compensation: $9,000; Corporate Governance: $6,000 | Annual, per committee service |
| Committee chair retainers (per committee) | Compensation: $25,000; Audit: $30,000; Corporate Governance: $20,000 | Increased effective Feb 7, 2024 |
| Annual director equity | $165,000 restricted stock | Granted April 24, 2024; FMV based on $33.65 closing price |
| Meeting fees | None | No Board/standing committee meeting fees; up to $1,000/day for Company‑requested non‑Board events |
| McWhinney 2024 “Fees earned or paid in cash” (actual) | $161,494 | Per Director Compensation table |
| McWhinney 2024 “Stock awards” (actual) | $165,000 | Per Director Compensation table |
Performance Compensation
| Metric | Applicability to Non‑Employee Directors | 2024 Outcome |
|---|---|---|
| Non‑equity incentive plans | Not applicable | Directors did not receive non‑equity incentive compensation in 2024 |
| Stock options | Not applicable | No stock option awards to directors in 2024 |
| Director equity award design | Time‑based restricted stock | Annual grant in restricted stock; not performance‑vested |
Other Directorships & Interlocks
| Company/Entity | Type | Current/Prior | Notes |
|---|---|---|---|
| Franklin Templeton ETF Trust | Public | Current | — |
| LegalShield | Private | Current | — |
| Fortress Net Lease REIT | Private | Current | — |
| Caltech; Institute for Defense Analyses | Non‑profit | Current | Board of Trustees |
| Lloyds Banking Group PLC | Public | Prior | Chaired Cyber & IT Resilience Committee |
| Fresenius Medical Company | Public | Prior | — |
| S&P Global Inc. | Public | Prior | — |
Compensation Committee Interlocks: None; no insider participation or reciprocal interlocks disclosed.
Expertise & Qualifications
- Financial services and payments leadership (Citigroup CEO of Global Enterprise Payments; Schwab division lead)
- Board‑level cybersecurity oversight (chaired Lloyds Cyber & IT Resilience Committee)
- Audit committee financial expert designation by BorgWarner’s Board
- Governance experience across multiple public boards and investment trust
- Education: B.A. in communications, University of Montana
Equity Ownership
| Category | Shares/Status | Notes |
|---|---|---|
| Beneficial ownership | 26,064 shares; <1% of class | As of March 3, 2025; 219,686,258 shares outstanding |
| Unvested restricted stock (voting rights retained) | 4,953 shares | Aggregate outstanding RS as of FYE for directors; includes dividends |
| Stock ownership guideline (directors) | 5x annual cash retainer | Must meet within 5 years of joining Board |
| Guideline compliance status | Met or appropriately progressing | As of March 3, 2025 (all directors) |
| Hedging/pledging | Prohibited for directors | Insider Trading & Confidentiality Policy (no hedging; no pledging for directors) |
Governance Assessment
- Strengths: Independent director; chairs Compensation Committee with seven meetings in 2024, indicating active oversight; also serves on Audit and is designated an audit committee financial expert—enhancing pay and financial risk oversight. Governance architecture includes majority voting, clawback policy, prohibition of hedging/pledging, and robust ownership guidelines—all supportive of shareholder alignment.
- Alignment: Receives a standard director cash retainer and time‑based restricted stock (not performance‑vested), plus committee retainers; beneficial ownership disclosed; directors subject to 5x retainer stock guideline, with compliance or progress noted.
- Conflicts/Red flags: Corporate Governance Committee oversees related‑party transactions; Compensation Committee members (including McWhinney) had no Item 404 relationships requiring disclosure. BorgWarner limits directors to four public company boards; her current disclosed public board count is within policy. No meeting‑fee incentives; no options; no hedging/pledging allowed—reducing misalignment risks.
- Attendance/Engagement: Board held 5 meetings in 2024; all directors met minimum attendance thresholds and attended the Annual Meeting; her committees met frequently (Audit: 6; Compensation: 7), signaling sustained engagement.