Beverley Babcock
WESTINGHOUSE AIR BRAKE TECHNOLOGIESAbout Beverley A. Babcock
Independent director at Wabtec (WAB) since 2022; age 63. Former Senior Vice President Finance & Administration and Controller at Imperial Oil, and prior senior finance leadership at ExxonMobil (VP, Corporate Financial Services; VP, Corporate Accounting Services). Designated Audit Committee Financial Expert, with deep global finance, accounting, controls, and governance expertise; member in good standing of the Chartered Professional Accountants of Ontario and Canada . She is independent under NYSE/SEC standards; all directors except the CEO were independent in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Imperial Oil | SVP Finance & Administration and Controller | 2015–2018 | Senior finance leadership in complex global operations |
| ExxonMobil | VP, Corporate Financial Services | 2011–2015 | Corporate finance leadership |
| ExxonMobil | VP, Corporate Accounting Services | 2000–2015 | Corporate accounting leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olin Corporation | Director; Audit Committee Chair; Executive Committee member | Since 2019 | Chairs Audit; Exec Committee member |
| Forte Foundation | Director | Since 2018 | Leadership in talent development |
| Women Corporate Directors — Houston | Co-Chair | N/A | Governance network leadership |
Board Governance
- Committee assignments at Wabtec: Audit Committee (member); Compensation & Talent Management Committee (member); ESG Subcommittee (member). Audit Committee designated her as an “audit committee financial expert” .
- Independence and engagement: Independent; Board and its three standing committees comprise solely independent directors; all directors attended the 2024 annual meeting and at least 75% of Board/Committee meetings .
- Attendance cadence: 2024 meetings—Audit (6), Compensation (6), Governance (5), ESG Subcommittee (5) .
- Executive sessions: Non‑management directors hold executive sessions at every regular Board meeting; Lead Independent Director role is robust (not Babcock) .
- Related party oversight: Governance Committee reviews and approves related party transactions; 2024 transactions disclosed with Dana (director Foster) and Salesforce (director Perez); none disclosed involving Babcock .
Fixed Compensation
| Component (2024) | Amount | Notes |
|---|---|---|
| Cash Retainer | $125,000 | Standard non‑employee director cash retainer |
| Chair/Lead/Committee Chair Fees | $0 | No WAB chair roles for Babcock in 2024 |
| Equity Retainer (Restricted Stock) | $195,114 | 1,165 restricted shares granted May 16, 2024 at $167.48; generally vests after 12 months |
| Total (Cash + Equity) | $320,114 | Summation of cash and stock awards |
| Deferred Compensation Eligibility | Eligible | Directors may defer cash/equity retainers; deferred equity retains vesting/forfeiture terms |
Performance Compensation
| Performance Linkage | Structure | Metrics | Vesting |
|---|---|---|---|
| None for directors | Annual restricted stock retainer | Not performance‑based | Typically 12‑month time‑vest vesting for director grants |
Wabtec’s pay-for-performance metrics (EPS, cash conversion, EBIT margin) apply to executives, not directors; director equity is time‑vested and not subject to company performance targets .
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlock/Conflict |
|---|---|---|---|
| Olin Corporation | Chemicals | Director; Audit Chair; Exec Committee | No Wabtec‑Olin related party transactions disclosed |
| Forte Foundation | Non‑profit | Director | No conflicts disclosed |
| Women Corporate Directors — Houston | Association | Co‑Chair | No conflicts disclosed |
- 2024 related party transactions were limited to Dana Incorporated (purchases $29M; Foster executive there) and Salesforce ($2.6M; Perez executive), reviewed/approved; none mention Babcock .
Expertise & Qualifications
- Audit and financial controls: Audit Committee Financial Expert; extensive senior accounting/finance leadership in global companies .
- Governance and sustainability: Member of Governance Committee’s ESG Subcommittee, overseeing ESG strategy, reporting, and compliance .
- Professional credential: Chartered Professional Accountant (Ontario and Canada) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 3,022 shares; less than 1% of outstanding |
| Restricted shares included | Directors held 1,165 restricted shares each; restricted shares count toward beneficial ownership until vest |
| Deferred shares | 1,550 shares deferred (not included in beneficial ownership table figure) |
| Pledged shares | None; no directors/officers have pledged shares; hedging/pledging prohibited by policy |
| Director ownership guideline | Required to hold 6× cash retainer; five‑year compliance window; Babcock not yet met, within compliance period and on track |
Governance Assessment
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Strengths
- Independent director with deep finance and audit credentials; formally designated audit committee financial expert, bolstering oversight of controls, ERM, and financial reporting .
- High engagement: Board and committee attendance standards met; active participation across Audit, Compensation, and ESG oversight; structured executive sessions and robust Lead Independent Director role support independent oversight .
- Alignment policies: Strong director stock ownership guidelines (6× cash retainer), anti‑hedging/anti‑pledging policy; directors may defer compensation within structured plan .
- No related‑party exposure: 2024 transactions disclosed were reviewed/approved and involved other directors; no Babcock‑linked transactions disclosed .
-
Watch items
- Ownership guideline not yet met (within 5‑year window and “on‑track” per policy); monitor progression for alignment signal .
- Multiple responsibilities (WAB committees; Olin Audit Chair and Exec Committee) present time‑commitment considerations, though Wabtec enforces limits on outside directorships and all directors met attendance thresholds in 2024 .
-
Signals to investors
- Committee mix (Audit, Compensation, ESG) plus audit expert status signals strong governance contribution and risk oversight; absence of personal related‑party dealings supports independence and reduces conflict risk .
- 2024 Say‑on‑Pay approval ~96% indicates broader shareholder support for compensation governance; while directed at NEOs, it reflects overall governance credibility .