Ann Klee
WESTINGHOUSE AIR BRAKE TECHNOLOGIESAbout Ann R. Klee
Ann R. Klee (age 63) has served as an independent director of Wabtec (WAB) since 2019 and currently chairs the Compensation and Talent Management Committee and the Environmental, Social and Governance (ESG) Subcommittee; she is also a member of the Governance and Sustainability Committee . Her background includes senior legal and policy roles: Vice President at General Electric (2008–Sep 2019), General Counsel of the U.S. EPA (2004–2006), partner at Crowell & Moring (2006–2008), and senior counsel roles at the U.S. Department of the Interior and U.S. Senate EPW Committee, underpinning expertise in environmental law, governance, and regulatory compliance .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Suffolk Construction Company | Executive Vice President | Feb 2020 – Mar 2021 | Executive leadership in operations |
| General Electric Company | Vice President | 2008 – Sep 2019 | Corporate governance, regulatory, and compliance experience |
| Crowell & Moring LLP | Partner and Co-Chair, Environmental & Natural Resources Group | Sep 2006 – Jan 2008 | Environmental law practice leadership |
| U.S. Environmental Protection Agency | General Counsel | 2004 – 2006 | Top legal officer; environmental regulatory oversight |
| U.S. Department of the Interior | Counselor & Special Assistant to the Secretary | Jan 2001 – Jun 2004 | Public policy and regulatory matters |
| U.S. Senate Committee on Environment & Public Works | Chief Counsel | Sep 1997 – Jan 2001 | Legislative and regulatory counsel |
External Roles
| Organization | Role | Tenure | Committees/Details |
|---|---|---|---|
| Sotera Health Company | Director | Since 2020 | Chair, Nominating & Corporate Governance; Member, Audit Committee |
| Assent, Inc. | Director | Since Nov 2023 | Board member; supply chain compliance technology company |
| Center for Climate and Energy Solutions | Chair of the Board | Current | Non-profit environmental and climate policy leadership |
Board Governance
- Committee leadership and engagement: Klee chairs Compensation and Talent Management (6 meetings in 2024) and the ESG Subcommittee (5 meetings in 2024); she is also on Governance and Sustainability (5 meetings in 2024) .
- Independence: The Board determined all directors other than the CEO were independent during 2024; Klee is identified as an Independent Director and serves only on committees composed entirely of independent directors .
- Attendance and engagement: All directors attended the 2024 Annual Meeting and more than 75% of Board and committee meetings in 2024; directors visited company facilities and have ongoing access to senior management .
- Executive sessions: Non-management directors hold executive sessions at each regular Board meeting; at least one session annually is independent-directors only .
- Director nomination: Klee is nominated to serve a new term ending in 2028 under majority voting standards .
Fixed Compensation
| Component (Non-Employee Director) | FY 2024 Amount | Detail |
|---|---|---|
| Cash retainer | $125,000 | Standard director cash retainer |
| Committee chair fee (Compensation & Talent Management) | $25,000 | Compensation Committee Chair retainer |
| Total cash (Klee) | $150,000 | Reflects retainer + chair fee |
| Equity retainer (grant-date fair value) | $195,114 | 1,165 restricted shares at $167.48/share granted May 16, 2024; 12-month vest; forfeiture if departure within 12 months |
Performance Compensation
- Director awards are time-based restricted stock (12-month vest) with no disclosed performance metrics; forfeiture applies if a director departs within 12 months of the grant .
- The Compensation Committee annually benchmarks director compensation against peer and broader market data with an independent consultant, and recommends to the Board cash retainers, leadership retainers, and equity compensation .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None disclosed for 2024; no interlocking relationships involving Wabtec’s Compensation Committee |
| Related party transactions | 2024 transactions disclosed with Dana (director is an executive) and Salesforce (new director executive); no transactions disclosed involving Klee |
Expertise & Qualifications
- Significant expertise in environmental law, corporate governance, regulatory/compliance, and ESG; recognized as an ESG industry expert and chairs the ESG Subcommittee overseeing strategy, compliance, reporting, and investor communications .
- Board governance processes include external board evaluations at least every three years and annual self-assessments, supporting board effectiveness .
Equity Ownership
| Metric | Value |
|---|---|
| Shares owned (beneficial) | 10,856 |
| Percent of class | <1% |
| Restricted shares included | 1,165 (each non-employee director) |
| Shares pledged | None (directors and executive officers) |
| Stock ownership guideline | 6x cash retainer; 5 years to comply |
| Compliance status | Meets (all directors except Babcock and Perez met guidelines) |
Governance Assessment
- Strengths: Dual committee chair roles (Compensation and ESG) signal influence over pay-for-performance alignment and sustainability oversight; committees are entirely independent; attendance and engagement thresholds met; no share pledging; stock ownership guidelines are robust and Klee has met them .
- Controls and conflicts: Governance Committee pre-approves related-party transactions under a written policy; 2024 related-party transactions disclosed do not involve Klee; Compensation Committee uses an independent consultant (Exequity) with no conflict identified .
- Investor implications: As Compensation Committee Chair, Klee oversees CEO and executive compensation, stock ownership guideline compliance, clawback administration, and risk assessment of compensation plans—key to pay-for-performance integrity and risk management .
- RED FLAGS: None disclosed specific to Klee on attendance, pledging, or related-party transactions; Wabtec maintains limits on outside directorships to mitigate overboarding risk .