Hau Thai-Tang
BORGWARNERAbout Hau N. Thai‑Tang
Independent director since 2023; age 58. Retired Chief Industrial Platform Officer at Ford Motor Company; brings 34 years of automotive product development, manufacturing, purchasing and supply chain leadership. Education: B.S. Mechanical Engineering, Carnegie Mellon University; MBA, University of Michigan Ross School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ford Motor Company | Chief Industrial Platform Officer | Until 2022 | Led global research, advanced engineering, product development, design, manufacturing engineering, purchasing, and supply chain; oversaw ICE and BEV portfolios . |
| Ford Motor Company | Chief Product Platform & Operations Officer | Oct 2020–Oct 2021 | Product platform strategy, operations leadership . |
| Ford Motor Company | Chief Product Development & Purchasing Officer | Jul 2017–Oct 2020 | Led PD and purchasing; launches included Mustang‑E, F‑150 Lightning, Bronco, Maverick, Puma . |
| Ford Motor Company | Group VP, Global Purchasing | Aug 2013–Jul 2017 | Global procurement leadership . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bose Corporation (private) | Director | Current | Member, Nominating & Corporate Governance; Compensation committees . |
| Public company directorships | None | — | — . |
Board Governance
- Committees: Audit Committee (member); Corporate Governance Committee (member) .
- Independence: Board determined independent; 7 of 8 directors independent overall .
- Audit Committee Financial Expert: Qualifies under SEC rules .
- Meetings and attendance: 2024 Board met 5 times; Audit met 6; Corporate Governance met 5. All directors serving in 2024 attended at least 75% of Board and committee meetings; all attended the 2024 Annual Meeting .
- Executive sessions: Non‑employee directors meet in executive sessions at regular Board and committee meetings; presided by Non‑Executive Chair .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $142,997 | Includes Board retainer and committee member retainers; no meeting fees . |
| Stock Awards (2024) | $165,000 | Restricted stock granted April 24, 2024; FMV based on closing price $33.65 . |
| Option Awards | — | None granted . |
| Non‑Equity Incentive Compensation | — | Not applicable for directors . |
| All Other Compensation | — | None disclosed . |
| Total (2024) | $307,997 | Sum of cash and equity . |
Director pay structure and retainers (2024):
- Board annual cash retainer: $130,000 (increased from $125,000 effective Feb 7, 2024) .
- Annual equity compensation: $165,000 in restricted stock .
- Committee member retainers: Audit $7,500; Compensation $9,000; Corporate Governance $6,000 .
- Committee chair retainers (not applicable to Thai‑Tang): Audit $30,000; Compensation $25,000; Corporate Governance $20,000 .
- No meeting fees; special‑event per diem up to $1,000 if requested by Company .
Performance Compensation
| Metric | Applies to Directors? | Structure |
|---|---|---|
| Performance‑conditioned equity metrics | No | Non‑employee directors receive time‑based restricted stock; no performance metrics disclosed . |
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Risk |
|---|---|---|
| Bose Corporation | Private company board | No public company interlocks disclosed; BorgWarner’s policy screens conflicts via Corporate Governance Committee review . |
| Other public boards | None | Reduces interlock risk with customers/suppliers . |
Expertise & Qualifications
- Deep automotive product development, engineering, manufacturing, supply chain, and procurement experience; led EV launches at Ford (Mustang‑E, F‑150 Lightning, etc.) .
- Technology and cybersecurity oversight experience; product planning and connected vehicle expertise .
- Audit Committee financial expert, strengthening financial reporting and risk oversight .
Equity Ownership
| Holder | Shares Beneficially Owned | Unvested Restricted Shares Included | Percent of Class |
|---|---|---|---|
| Hau N. Thai‑Tang | 8,753 | 4,953 | <1% . |
Director stock ownership guidelines and alignment:
- Guideline: 5x annual cash retainer ($130,000) within five years of joining Board; all directors met or were progressing toward guidelines as of March 3, 2025 .
- Hedging/pledging: Prohibited for directors; insider trading policy bars hedging/monetization and pledging for directors and Section 16 officers .
Governance Assessment
- Strengths: Independent director; member of Audit and Corporate Governance committees; designated Audit Committee financial expert; broad OEM operating background during industry electrification; aligned director equity and ownership guideline; prohibition on hedging/pledging improves alignment .
- Attendance and engagement: Board and committees met regularly; directors met 75%+ attendance threshold; Board maintains active shareholder engagement processes led by management and committees .
- Compensation structure: Balanced cash retainer plus restricted stock; no options or incentive pay for directors; reasonable committee retainers; increases in 2024 retainer and equity are market‑based at 50th percentile per Pearl Meyer study, supporting competitive but not excessive pay .
- Conflict controls: Corporate Governance Committee evaluates related‑party transactions; independence affirmed; no related‑party issues disclosed for Thai‑Tang .
- Potential red flags: None disclosed specific to Thai‑Tang; Board generally faced 72.9% say‑on‑pay approval in 2024 (for executives), prompting program changes—Board responsiveness is positive for governance quality .