Michael Hanley
BORGWARNERAbout Michael S. Hanley
Michael S. Hanley, age 69, has served on BorgWarner’s Board since 2016 and is currently Audit Committee Chair and a member of the Executive Committee; he is classified as an independent director and holds a BBA in accounting from the University of Toledo and is a Certified Public Accountant (Retired). Hanley retired from Ernst & Young LLP in 2014 after serving as the firm’s Global Automotive Leader (2003–2014) and as Senior Advisory/Global Coordinating Partner to numerous automotive clients; he previously served on Shiloh Industries’ board from 2014 until its 2020 sale to private investors .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Partner; Global Automotive Leader; Senior Advisory/Global Coordinating Partner for automotive clients | Global Automotive Leader 2003–2014; Partner tenure spanned 24 years | Led EY’s global auto sector, assurance and advisory expertise; extensive public-company matters experience |
| Shiloh Industries, Inc. | Director | 2014–2020 (until company sale) | Public company board experience; contributes to governance and industry knowledge |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| None | — | — | No current public company directorships disclosed |
Board Governance
- Committee assignments: Audit (Chair); Executive Committee (Member) .
- Audit Committee financial expert: Hanley is one of four designated audit committee financial experts; all Audit Committee members meet NYSE/SEC independence requirements and none serve on more than two other public company audit committees .
- Committee activity: Audit Committee met 6 times in 2024; Executive Committee did not meet in 2024 .
- Independence and attendance: The Board determined all directors except the CEO are independent; the Board held five meetings in 2024 and each director attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 Annual Meeting .
Fixed Compensation
- Structure: Non-employee directors receive cash retainers and restricted stock; no stock options or non-equity incentive compensation were granted for 2024 .
- Cash retainer increased from $125,000 to $130,000 (effective Feb 7, 2024); annual equity increased from $160,000 to $165,000 .
- Committee retainers: Members—CGC $6,000; Compensation $9,000; Audit $7,500; Chairs—CGC $20,000; Compensation $25,000; Audit $30,000 .
- Meeting fees: No attendance fees for Board/standing committees; up to $1,000/day for company-requested events not associated with Board/committee meetings .
Director compensation (2024):
| Metric | 2024 |
|---|---|
| Fees Earned or Paid in Cash ($) | $162,994 |
| Stock Awards ($) | $165,000 (grant date Apr 24, 2024; closing price $33.65 used for FMV) |
| Total ($) | $327,994 |
| Outstanding Restricted Stock/Options (#) | 4,953 (includes dividends) |
Committee retainers schedule (non-employee directors, 2024):
| Role | Corporate Governance | Compensation | Audit |
|---|---|---|---|
| Committee Member ($) | $6,000 | $9,000 | $7,500 |
| Committee Chair ($) | $20,000 | $25,000 | $30,000 |
Performance Compensation
- Non-employee directors received no performance-based awards or options and no non-equity incentive compensation in 2024; equity consisted of restricted stock granted for Board service .
| Component | Award Type | Performance Metric | Vesting/Notes |
|---|---|---|---|
| Annual Director Equity | Restricted stock | None (time-based, director service) | Grant FMV based on closing price at grant date (Apr 24, 2024 at $33.65); number of shares derived from FMV; outstanding awards include dividends |
Other Directorships & Interlocks
| Company | Relationship | Overlap/Interlock Risk |
|---|---|---|
| Shiloh Industries, Inc. (prior board) | Automotive supplier (director 2014–2020) | Historical directorship; no current interlock disclosed; no current public company boards |
Expertise & Qualifications
- Financial expertise: CPA (Retired); extensive accounting and automotive industry financial experience; designated audit committee financial expert .
- Automotive sector: Led EY’s global automotive practice; deep assurance/industry advisory experience .
- Governance: Prior public board experience; contributes to public company and governance matters on BWA Board .
- Board skills matrix alignment: Accounting/finance and risk oversight capabilities reflected in Board skills framework .
Equity Ownership
| Metric | As of |
|---|---|
| Beneficial Ownership (shares) | 28,840 (includes right to vote 4,953 unvested restricted shares) as of Mar 3, 2025 |
| Shares Outstanding | 219,686,258 (individual holdings represent less than 1%) |
| Unvested Restricted Stock (voting rights) | 4,953 (each director) |
| Director Stock Ownership Guideline | 5× annual cash retainer within 5 years; all directors met or were progressing toward meeting as of Mar 3, 2025 |
| Hedging/Pledging Policy | Prohibits hedging and, for directors/Section 16 officers, pledging of Company securities |
Governance Assessment
- Board effectiveness: Hanley’s Audit Chair role, audit committee financial expert status, and EY automotive leadership background indicate strong oversight of financial reporting, audit quality, and risk (including cybersecurity and ESG-related disclosure) .
- Independence and engagement: Independent status, adequate meeting attendance, and participation on committees central to financial integrity and emergency Board action support investor confidence .
- Alignment and incentives: Balanced director pay mix (cash + time-based restricted stock), explicit ownership guidelines, and anti-hedging/anti-pledging policies align director interests with shareholders without encouraging undue risk; no director meeting fees reduce pay-for-attendance optics .
- Conflicts/related-party exposure: No current other public company boards; proxy assigns related person transaction oversight to the Corporate Governance Committee; no specific related-party transactions disclosed involving Hanley .
RED FLAGS: None disclosed specific to Hanley—no related-party transactions, no hedging/pledging allowed, audit committee independence satisfied; Executive Committee did not meet in 2024, but its mandate is episodic and not indicative of governance weakness .