Sara Greenstein
BORGWARNERAbout Sara A. Greenstein
Independent director since 2021; age 50. President and CEO of Axel Johnson Inc. since June 2022; previously CEO and director at Lydall, Inc. (Nov 2019–Oct 2021), Senior Vice President at United States Steel Corporation (managed a $4B Consumer Solutions business, 2014–Nov 2019), and executive roles at UL, LLC including President, Supply Chain & Sustainability (2012–2014). Education: BS in Business Administration (industrial distribution management), University of Illinois Urbana-Champaign; MBA, University of Michigan Ross School of Business .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Axel Johnson Inc. | President & CEO | Jun 2022–present | Privately held investment company; leadership of global manufacturing/services investments |
| Lydall, Inc. (NYSE: LDL) | President, CEO & Director | Nov 2019–Oct 2021 | Led engineered materials and filtration manufacturer |
| United States Steel Corporation (NYSE: X) | Senior Vice President; led $4B Consumer Solutions business unit | 2014–Nov 2019 | P&L leadership; industrial operations exposure |
| UL, LLC | President, Supply Chain & Sustainability; various executive roles since 2001 | 2012–2014 (President role); 2001–2014 (executive roles) | Sustainability and supply chain programs; multi-year governance/operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Copeland (global climate technologies) | Board member | Current | Compensation Committee member |
| Briggs & Stratton Corporation | Director | Aug 2018–Jan 2021 | Finance; Nominating & Governance Committees |
| Public company boards (current) | None | — | As disclosed: “Other current public company directorships: None” |
Board Governance
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Corporate Governance Committee | Chair | 5 meetings |
| Compensation Committee | Member | 7 meetings |
- Independence: Independent director; Board comprises eight directors with seven independent; average tenure ≈7.4 years (median ≈4.0 years) .
- Attendance: Board met five times in 2024; all directors attended at least 75% of Board/committee meetings; all directors serving at the time attended the Annual Meeting .
- Governance highlights: Independent Board Chair; annual director elections; majority voting; clawback and recoupment policies; prohibition of speculative and hedging transactions by employees and directors; proxy access; limit of four public company directorships for independent directors; director retirement age 72 .
- Executive sessions: Non‑employee directors meet in executive session at each regular meeting; presided by Non‑Executive Chair .
- CGC remit: Oversees nominations, governance principles, CEO succession/emergency successor, sustainability oversight, stakeholder feedback, and approval/analysis of related person transactions; in July 2024 recommended charter revisions related to Code of Ethical Conduct waivers .
Fixed Compensation
| Component | Amount |
|---|---|
| Fees earned or paid in cash (2024) | $157,994 |
| Stock awards (restricted stock grant date fair value, 2024) | $165,000 (granted Apr 24, 2024 at $33.65 FMV) |
| Options | None (no stock option awards to non‑employee directors in 2024) |
| Meeting fees | None for Board/standing committees; up to $1,000/day for Company‑requested events not associated with Board/committee meetings |
| Total (cash + equity) | $322,994 |
Director compensation structure (Board‑wide 2024):
- Annual cash retainer for Board service: $130,000 (increased from $125,000 effective Feb 7, 2024) .
- Annual equity compensation: $165,000 in restricted stock .
- Committee member retainers: Corporate Governance $6,000; Compensation $9,000; Audit $7,500 .
- Committee chair retainers: Corporate Governance $20,000; Compensation $25,000; Audit $30,000 .
- Stock ownership expectation: 5x annual cash retainer within five years of joining the Board; all directors met or were appropriately progressing as of Mar 3, 2025 .
Performance Compensation
| Item | Status |
|---|---|
| Performance‑based director pay (e.g., PSUs, options) | Not used; directors received time‑based restricted stock and no options/non‑equity incentives in 2024 |
Other Directorships & Interlocks
| Area | Details |
|---|---|
| Current public company boards | None |
| Private/other boards | Copeland board (Compensation Committee) |
| Prior public boards | Briggs & Stratton (Finance; Nominating & Governance) |
| Overboarding limit | Company policy limits independent directors to four public company boards (she is within policy) |
Expertise & Qualifications
- Executive leadership and public company CEO experience; cybersecurity expertise; public company governance knowledge from other boards .
- Manufacturing/industrial exposure via U.S. Steel and Lydall; sustainability and supply chain expertise from UL .
- Corporate governance leadership as Chair of Corporate Governance Committee; active role in board refresh and ESG oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Aggregate outstanding restricted stock/options at FY‑end (count) | 4,953 |
| Director stock ownership guideline | 5x annual cash retainer within five years; Board reports all directors met or were progressing |
| Hedging/pledging | Prohibited under Insider Trading and Confidentiality Policy for directors and Section 16 officers |
Governance Assessment
- Board effectiveness: As CGC Chair and Compensation Committee member, Greenstein is central to director nominations, governance principles, succession planning, stakeholder feedback, and aligning executive compensation with strategy—areas investors focus on for oversight quality . Her operational and cybersecurity background adds relevant risk oversight capability .
- Independence & alignment: Independent status; no current public company boards (limits overboarding risk); equity retainer plus strict stock ownership guidelines align director interests; hedging/pledging prohibited, strengthening alignment .
- Compensation signals: Director pay is balanced (cash + time‑based equity) with no options or performance equity, avoiding riskier structures; CGC determines director retainers subject to Board approval—typical governance practice, but continued transparency on peer benchmarking (Pearl Meyer review) is positive for investor confidence .
- Conflicts/related parties: She is CEO of Axel Johnson (private investment firm). The CGC she chairs approves related person transactions and revised its charter around ethical conduct waivers in 2024; no specific related‑party transactions are disclosed in the proxy. Ongoing monitoring for any BorgWarner business with Axel Johnson portfolio companies or Copeland is prudent, with CGC oversight framework in place .
- Shareholder feedback integration: Company engaged top holders (37 contacted; 13 meetings) and implemented compensation program changes responsive to feedback (e.g., TSR cap when absolute TSR is negative, above‑median TSR target, adding EPS/revenue growth to LTI). As a governance leader, her role supports responsiveness and pay‑for‑performance alignment, bolstering investor confidence .
RED FLAGS: None disclosed specific to Greenstein. Company prohibits hedging/pledging; directors met or are progressing toward stock ownership guidelines; no director options; attendance thresholds met; no disclosed adverse legal proceedings involving directors .