Joseph F. Fadool

President and Chief Executive Officer at BORGWARNER

Board

Since February 6, 2025

Age

58 years

Education

Earned a Bachelor of Science in electrical engineering from Lawrence Technological University and a Master of Science in computer and electronic controls from Wayne State University.

Tenure

Joined BWA in 2010 and advanced through key leadership roles—including serving as Vice President, General Manager, and Executive Vice President/Chief Operating Officer—before being appointed President and Chief Executive Officer in February 2025.

Also at BORGWARNER

ABK

Amy B. Kulikowski

VP and Chief Accounting Officer

CDA

Craig D. Aaron

Executive Vice President and Chief Financial Officer

Henk Vanthournout

VP and President and General Manager, Battery and Charging Systems

About

Joseph F. Fadool is a seasoned executive in the automotive industry with a long record of steering operational excellence and strategic innovation. His extensive career encompasses critical roles that have shaped his understanding of complex automotive systems and global market dynamics.

Prior to his rise to the top leadership position, he accumulated diverse experience at renowned companies, including significant tenures at Continental Automotive Systems, Siemens VDO Automotive, and Ford Motor Company. This blend of technical expertise and hands-on management has enabled him to contribute uniquely to the evolution of automotive technology and business performance.

At his current organization, he continues to drive transformative change by linking his deep-rooted industry insights with forward-thinking initiatives that support the company’s transition towards electrification and innovative product development. His leadership not only underpins robust operational frameworks but also fosters collaborative relationships with major global OEMs, positioning the company for sustained growth in a dynamic industry environment.

$BWA Performance Under Joseph F. Fadool

Past Roles

Organization	Role	Date Range	Details
BorgWarner Inc. (BWA)	Executive Vice President and Chief Operating Officer	July 2024 - February 2025	Previous role before becoming CEO
BorgWarner Inc. (BWA)	Vice President and President and General Manager, Emissions, Thermal and Turbo Systems	October 2019 - July 2024
BorgWarner Inc. (BWA)	Vice President and President and General Manager, BorgWarner Turbo Systems LLC	May 2019 - October 2019
BorgWarner Inc. (BWA)	Vice President and President and General Manager, BorgWarner Emissions Systems LLC and BorgWarner Thermal Systems Inc.	January 2017 - May 2019
BorgWarner Inc. (BWA)	Vice President and President and General Manager, BorgWarner Ithaca LLC (d/b/a BorgWarner Morse Systems)	July 2015 - December 2016
BorgWarner Inc. (BWA)	Vice President and President and General Manager, BorgWarner Morse TEC Inc.	May 2012 - July 2015
Continental Automotive Systems	Vice President for North American Electronic Operations	N/A	Held various roles at Continental and Siemens VDO Automotive since 1996
Ford Motor Co.	Project Management / Product Development and Vehicle Launches (Mustang, Taurus)	N/A (7 years)	Worked for 7 years in multiple capacities

Fixed Compensation

Data from FY 2023

Component Name	Amount	Payment Schedule	Additional Details
Base Salary	$875,000	2023 Year-End	4.8% increase from 2022 year-end salary of $835,000; adjustment of $40,000 effective April 1, 2023
Retirement Savings Plan Contributions	$310,751	N/A	Company contributed to defined contribution plans on his behalf

Performance Compensation

Data from FY 2023

Performance Share Grant

Metric (Weight [%])	Threshold	Target	Maximum	Vesting Schedule	Other Details
eProducts Revenue Mix (25%)	N/A	N/A	N/A	Vest at end of 3-year period (2023-2025)	Based on company’s share of eProducts revenue
eProducts Revenue (25%)	N/A	N/A	N/A	Vest at end of 3-year period (2023-2025)	Total revenue derived from eProducts
Cumulative Free Cash Flow (25%)	N/A	N/A	N/A	Vest at end of performance period (2023-2025)	Operating cash flow less capital expenditures
Relative TSR (25%)	N/A	N/A	N/A	Vest at end of performance period (2023-2025)	Determined by ranking against a peer group

Estimated Share Awards:
- Threshold: 14,092 shares
- Target: 56,368 shares
- Maximum: 112,736 shares
Grant Date: April 26, 2023
Grant Date Fair Value: $2,796,772
Grant Date Stock Price: $48.19 (Monte Carlo Pricing: $79.71)

2023 MIP Bonus Payout

Metric	Threshold / Target / Max	Actual Result	Weight	Bonus Payout
Adjusted Operating Margin (AOM)	Threshold: 9.00%, Target: 9.50%, Maximum: 10.00%	9.63%	50%	126% of target
Free Cash Flow (FCF)	Threshold: $340M, Target: $440M, Maximum: $540M	$581M	50%	200% of target

Combined Bonus Payout: 163% of target bonus
Base Salary: $875,000
Target Bonus Opportunity: 120% of base salary = $1,050,000
Actual Bonus Payout: $1,711,500
Bonus Nature: Cash-based incentive plan without vesting schedules

This breakdown covers the performance compensation details for 2023, including both share-based and cash-based awards with their respective performance metrics, thresholds, targets, weights, vesting periods, grant date details, and actual performance results leading to the payouts.