Albert Neupaver
WESTINGHOUSE AIR BRAKE TECHNOLOGIESAbout Albert J. Neupaver
Albert J. Neupaver (age 74) is Wabtec’s independent Chairman of the Board; he has served as a director since 2006 and was determined independent as of June 2023. He previously led Wabtec as President and CEO (2006–2014) and served as Chairman/Executive Chairman since 2014, following senior leadership roles at AMETEK’s Electromechanical Group (1998–2006). His credentials emphasize rail industry expertise, public company management, corporate governance, human capital, strategy, and M&A .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wabtec | Chairman or Executive Chairman of the Board | May 2014–present | Board leadership responsibilities (agenda setting, oversight, information flow) per Chairman duties |
| Wabtec | President & Chief Executive Officer | Feb 2006–May 2014 | Led Wabtec to unprecedented growth during tenure |
| AMETEK, Inc. (Electromechanical Group) | President | 1998–Feb 2006 | Industrial leadership experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Koppers Holdings Inc. | Director | Since 2009 | Board service; committee details not disclosed |
| Robbins & Myers, Inc. | Director (prior) | Jan 2009–Feb 2013 | Board service |
| Genesee & Wyoming Inc. | Director (prior) | Oct 2015–Dec 2019 | Board service |
| Carnegie Science Center; UPMC Children’s Hospital Foundation (Executive Board); Heinz History Center; Carnegie Museums (Trustee); Wabtec Foundation | Non-profit board roles | Various (not dated) | Civic/industry engagement |
Board Governance
- Structure and roles: Neupaver is non-executive, independent Chairman; Wabtec also has a separate CEO and a Lead Independent Director (Linda A. Harty) .
- Chairman duties: Sets Board agendas, approves materials, ensures effective oversight and information flow, facilitates Board–management discussion, and focuses on performance/value creation .
- Committee assignments: None; Neupaver does not sit on Audit, Compensation, or Governance Committees .
- Independence: Board determined all directors were independent in 2024 except the CEO; Neupaver is independent (as of June 2023) .
- Attendance and engagement: Board met 10 times in 2024; all directors attended the 2024 annual meeting and 75% or more of Board and Committee meetings .
- Executive sessions: Non-management directors hold executive sessions at every regular meeting; at least one per year attended only by independent directors .
- Committee cadence: Governance (5 meetings, Chair Harty) and its ESG Subcommittee (5 meetings, Chair Klee); Audit (6 meetings, Chair Hehir); Compensation and Talent Management (6 meetings, Chair Klee) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (director) | $125,000 | Standard cash retainer |
| Chairman of the Board fee | $200,000 | Additional cash retainer for Chair |
| Total fees earned (2024, Neupaver) | $325,000 | Reported in Director Compensation table |
| Committee chair/member fees | $20,000 (Gov Chair); $25,000 (Audit Chair); $25,000 (Comp Chair); $40,000 (Lead Independent Director) | Applies to role holders; Neupaver has no committee roles |
Performance Compensation
| Equity Award | Grant date | Shares/Units | Grant-date fair value | Vesting | Plan |
|---|---|---|---|---|---|
| Annual stock retainer (restricted shares) | May 16, 2024 | 1,165 | $195,114 | Generally vests 12 months from grant | 1995 Non-Employee Directors’ Fee and Stock Option Plan |
| Total 2024 stock awards (Neupaver) | 2024 | — | $195,114 | — | As disclosed |
- Director equity is time-based restricted stock; no performance metrics, options, or TSR/financial hurdles are tied to director grants. Vesting is subject to forfeiture if service ends within 12 months from grant .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public company boards | Koppers Holdings Inc. (since 2009) |
| Prior public boards | Robbins & Myers, Inc. (2009–2013); Genesee & Wyoming Inc. (2015–2019) |
| Related-party transactions (Board context) | 2024 purchases from Dana ($29M) and Salesforce ($2.6M) connected to other directors’ executive roles; reviewed/approved by Governance Committee. No Neupaver-specific related-party transactions disclosed . |
Expertise & Qualifications
- Rail/transportation industry knowledge; public company management; corporate governance; human capital; strategy and M&A. Noted record of leading Wabtec to growth as executive .
- As Chairman, focuses Board on performance, value creation, accountability, and risk oversight; ensures effective information flow and agenda setting .
Equity Ownership
| Policy/Status | Detail |
|---|---|
| Stock ownership guideline (directors) | Six times cash retainer; five years to comply |
| Compliance status | All directors except Babcock and Perez have met guidelines. Neupaver meets guideline |
| Hedging/pledging | Prohibited for directors and officers; 10b5-1 plan restrictions; permitted transactions limited (e.g., cashless options exercises without market sales) |
| Deferred compensation | Directors may defer cash and/or stock retainers; deferred stock retains same vesting/forfeiture terms |
Governance Assessment
- Strengths: Independent Board Chair with clearly articulated responsibilities; robust independence across committees; frequent executive sessions; strong attendance; active shareholder engagement (77% of outstanding shares engaged in 2024); Say-on-Pay support ~96% in 2024—signals positive investor sentiment and compensation governance discipline .
- Board effectiveness: Structured committee oversight of risk, sustainability, compensation, and governance; regular self-evaluations and triennial external board assessments; defined ERM with Board and Audit oversight .
- Alignment signals: Time-based equity for directors and rigorous stock ownership guidelines enhance skin-in-the-game; hedging/pledging prohibitions support alignment .
- Potential conflicts & related-party exposure: No Neupaver-specific related-party transactions disclosed; Board-level related-party transactions (Dana/Salesforce) were reviewed/approved by Governance Committee—mitigating conflict risk .
- RED FLAGS (none material disclosed for Neupaver): No low attendance, pledging, or director-specific related-party transactions reported. Note that prior executive status can raise independence scrutiny, but Board determined Neupaver is independent as of June 2023, and leadership is separated with a Lead Independent Director in place .