Brian Hehir
WESTINGHOUSE AIR BRAKE TECHNOLOGIESAbout Brian P. Hehir
Independent director of Wabtec (WAB) since 2007; age 71. Audit Committee Financial Expert; currently serves as Audit Committee Chair and member of the Compensation & Talent Management Committee. Background includes 30+ years in global financial markets, investment banking, financing, corporate advisory, capital markets, risk management, and regulatory oversight. Independence affirmed; board committees composed entirely of independent directors except the CEO, and all directors attended ≥75% of Board/Committee meetings in 2024.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Merrill Lynch | Vice Chairman, Investment Banking | 1999–2008 | Led/oversaw investment banking; brings deep capital markets, financing, advisory expertise to Wabtec audit oversight. |
| Georgetown Univ. School of Nursing & Health Studies | Board of Visitors, Chair (former) | Not disclosed | Governance experience; stakeholder oversight. |
| Catholic Health Services of Long Island | Director (former) | Not disclosed | Board-level oversight; nonprofit governance experience. |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | None | N/A | 0 other current public directorships. |
Board Governance
- Committee assignments: Audit Committee Chair; Compensation & Talent Management Committee member. Audit Committee met 6 times in 2024; Compensation Committee met 6 times in 2024.
- Independence: Classified as INDEPENDENT DIRECTOR; Wabtec affirms all directors except CEO were independent in 2024; audit/compensation/governance committees comprised solely of independent directors.
- Attendance & engagement: Board met 10 times in 2024; all directors attended the 2024 annual meeting and ≥75% of Board/Committee meetings. Executive sessions of non-management directors held at every regular Board meeting.
- Financial expertise: Designated Audit Committee Financial Expert; audit committee oversees accounting, reporting, independence of EY, internal controls, compliance, ERM, cybersecurity oversight.
Fixed Compensation
| Component | Amount/Detail | 2024 Amount |
|---|---|---|
| Annual cash retainer | Policy: $125,000 cash retainer for directors | $125,000 |
| Chair fee (Audit) | Policy: $25,000 for Audit Chair | $25,000 |
| Committee membership fees | None disclosed beyond chair roles | $0 |
| Meeting fees | None disclosed | $0 |
| Cash actually paid (2024) | Fees earned or paid in cash | $150,000 |
| Equity retainer (policy) | Annual stock retainer | $195,000 |
| Equity grant detail (2024) | Granted May 16, 2024: 1,165 restricted shares at $167.48; 12-month vest | Stock awards $195,114 |
Performance Compensation
| Element | Structure | Metrics | 2024 Detail |
|---|---|---|---|
| Performance-based pay (directors) | Not used for non-employee directors | N/A | No bonus, options, PSUs; equity is time-vesting restricted stock only. |
Other Directorships & Interlocks
| Item | Status | Notes |
|---|---|---|
| Other public company boards | 0 current | Board matrix shows 0 for Hehir. |
| Committee interlocks (Compensation) | None in 2024 | No interlocking relationships identified; all 2024 Compensation Committee members were independent. |
| Related-party transactions | None involving Hehir | 2024 transactions with Dana and Salesforce reviewed/approved; no Hehir-related transactions disclosed. |
Expertise & Qualifications
- Audit Committee Financial Expert with extensive experience in investment banking, capital markets, risk management, and regulatory oversight.
- Brings financial/accounting expertise aligned to audit oversight, ERM, compliance, and cybersecurity risk monitoring.
- Independence, governance experience, and prior board leadership roles in nonprofit settings.
Equity Ownership
| Item | Shares | Notes |
|---|---|---|
| Total beneficial ownership | 26,573 | Includes 22,373 personal shares and 4,200 held by the Brian P. Hehir and Janet S. Hehir Foundation (Hehir is a trustee). |
| Unvested restricted shares | 1,165 | Each non-employee director held 1,165 restricted shares as of Jan 31, 2025. |
| Ownership vs. shares outstanding | ~0.0156% | 26,573 / 170,957,004 shares outstanding (record date Mar 19, 2025); reported as less than 1%. |
| Pledging/Hedging | Prohibited; none pledged | Company policy prohibits hedging/pledging; no directors pledged shares. |
| Stock ownership guideline | 6x cash retainer | Directors must hold 6x cash retainer within 5 years; all directors except Babcock and Perez met guidelines (Hehir compliant). |
Governance Assessment
- Strengths: Independent Audit Chair and financial expert; robust committee activity (Audit: 6 meetings; Compensation: 6); strong Board engagement (10 meetings; ≥75% attendance); clear prohibition on hedging/pledging and compliance with ownership guidelines; no related-party exposure tied to Hehir. These support investor confidence in financial oversight and risk management.
- Alignment: Director pay mix balances cash with equity (2024: $150,000 cash; $195,114 stock; equity time vest), reinforcing alignment without performance-risk gaming; deferred compensation plan available but equity retains vesting/forfeiture protections.
- Board refreshment context: Hehir’s long tenure (since 2007) is offset by recent refreshment (6 new directors since 2019) and independent leadership structure with a Lead Independent Director; continued external board evaluation enhances governance quality.
- RED FLAGS: None specifically disclosed for Hehir (no attendance shortfalls, no related-party transactions, no hedging/pledging, no interlocks). Monitor ongoing independence and workload given Audit Chair responsibilities and evolving cybersecurity/ERM oversight demands.