Rafael Santana
Director at TRV
Board
About Rafael Santana
Rafael Santana, age 53, is President and Chief Executive Officer of Westinghouse Air Brake Technologies Corporation (Wabtec). He joined TRV’s Board in 2022 and is classified as an independent director. His background includes senior global leadership roles at General Electric Company across transportation, power, and oil & gas businesses; he served as President & CEO of GE Transportation from November 2017 to February 2019. Core credentials cited by TRV include management expertise, international operations, and financial oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GE Transportation (General Electric) | President & CEO | Nov 2017 – Feb 2019 | Led a major industrial division; operational and financial oversight |
| General Electric (various global businesses) | Multiple senior leadership roles (Latin America CEO; Oil & Gas Turbomachinery Solutions CEO; Gas Engines CEO; Energy Latin America CEO) | Joined GE in 2000; specific dates not disclosed | International operations, management, and financial oversight across energy and industrial segments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Westinghouse Air Brake Technologies Corporation (Wabtec) | President & CEO; Director | Current | Public company CEO; sector expertise in freight and transit rail |
Board Governance
| Attribute | Details |
|---|---|
| Independence status | Independent director; Board determined all nominees other than CEO are independent |
| Committee memberships | Compensation Committee; Investment and Capital Markets Committee; Nominating and Governance Committee |
| Committee chair roles | None (Chairs: Compensation—Clarence Otis Jr.; Investment & Capital Markets—Elizabeth E. Robinson; Nominating & Governance—Thomas B. Leonardi) |
| Committee meeting counts (2024) | Compensation: 5; Investment & Capital Markets: 5; Nominating & Governance: 4 |
| Board meetings & attendance (2024) | Board held 5 meetings; each director attended ≥75% of Board and committee meetings; all 2024 director nominees attended the annual meeting |
| Lead Independent Director | Todd C. Schermerhorn (committees: Audit, Executive; Risk Chair) |
| Executive sessions | Board and committees regularly meet in executive session without management |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $135,000 | Standard non-employee director annual retainer |
| Committee chair fees | $0 | Not a committee chair; chair fee schedule: Audit $35k; Compensation $30k; Nominating & Governance $25k; Investment & Capital Markets $25k; Risk $35k. Lead Director retainer $50k |
| Equity (deferred stock units) | $194,904 | 2024 stock awards grant-date fair value under ASC 718; dividend equivalents reinvested as units |
| Total | $329,904 | Cash plus stock awards for 2024 |
Program structure highlights:
- Annual retainer paid quarterly; directors may elect to defer cash into common stock units via the Director Deferral Plan .
- Non-employee directors currently receive more than 50% of annual board/committee compensation in deferred stock units; robust stock ownership guidelines in place .
Performance Compensation
| Component | Performance Metric Link | Grant Details | Vesting |
|---|---|---|---|
| Annual deferred stock units (DSUs) | None (service-based; no performance conditions) | On Feb 6, 2024, each non-employee director nominated for re-election received 915 DSUs (value $195,000 at $213.01 TRV share price) | DSUs vest in full one day prior to the next annual shareholder meeting, contingent on continuous Board service; distribution occurs ≥6 months after leaving the Board |
- No revenue, EBITDA, TSR, or ESG performance metrics are tied to director compensation; awards are service-based .
Other Directorships & Interlocks
| Company | Role | Potential Interlock Considerations |
|---|---|---|
| Wabtec (NYSE: WAB) | President & CEO; Director | Industrial rail OEM/services. TRV is an insurer; the proxy indicates the Board reviewed director affiliations and found no material relationships affecting independence . |
Expertise & Qualifications
- Public company CEO with significant experience in management, international operations, and financial oversight .
- Committee participation across compensation, capital markets, and governance aligns with operational and financial background .
- Board-level governance practices include education, evaluations, and regular executive sessions, strengthening oversight environment .
Equity Ownership
| Metric | 12/31/2024 | 3/24/2025 |
|---|---|---|
| Shares owned directly/indirectly | — | — |
| Vested common stock units and vested DSUs (#) | 2,101 | 2,101 |
| Unvested deferred stock units (#) | 931 | 1,730 |
| Total stock-based holdings (units) | 3,032 | 3,831 |
| Ownership as % of outstanding shares | Below 1% (no director ≥1%) | Below 1% (no director ≥1%) |
Stock ownership policy:
- Non-employee directors must accumulate and retain a level of TRV equity; distributions of DSUs occur at least six months post-Board service end .
Governance Assessment
- Independence and conflicts: The Board annually reviews independence; all nominees except the CEO are independent. The Nominating & Governance Committee reviewed director relationships and found no material transactions affecting independence; independence affirmed for non-employee directors, including Santana. No related person transaction concerns disclosed.
- Attendance and engagement: Board met five times in 2024; each director attended ≥75% of Board and committee meetings; directors attended the annual meeting—indicates engagement. Committee meetings for Santana’s committees were active (Comp: 5; I&CM: 5; N&G: 4).
- Compensation alignment: Director pay emphasizes equity via DSUs (>50% of pay) with deferral and post-service distribution, supporting long-term alignment; robust ownership guidelines. Service-based vesting avoids incentive misalignment from short-term metrics.
- Compensation committee quality: Uses independent consultant FW Cook; annual conflict-of-interest assessment found no conflict (Nov 2024). Committee oversees incentive plan design and stock ownership guidelines for management; Santana participates as a member.
- Capital oversight and governance roles: Investment & Capital Markets Committee responsibilities include capital structure, repurchases/dividends, financing, and investment risk management—areas where Santana’s operational/financial background adds value. N&G Committee handles nominations, governance guidelines, and related person transaction review—critical for board effectiveness.
RED FLAGS
- None identified in the proxy regarding related party transactions, hedging/pledging disclosures for directors, or attendance shortfalls. Independence determinations showed no material relationships; directors met attendance thresholds.
Potential watch items
- External CEO role at Wabtec: Time commitments are monitored via annual evaluations and attendance metrics; no independence issues disclosed.
- Equity ownership distribution timing: DSUs distribute only post-service, which may delay immediate ownership but supports long-term alignment.
Notes on Director Compensation Program (structure)
- Cash: $135,000 annual retainer; optional deferral into common stock units.
- Chair/Lead fees: Chair fees per committee; Lead Director retainer $50,000 (not applicable to Santana).
- Equity: ~$195,000 annual DSU grant; vesting one day prior to following annual meeting; dividend equivalents reinvested; shares distributed ≥6 months after departure.