Byron Foster
WESTINGHOUSE AIR BRAKE TECHNOLOGIESAbout Byron S. Foster
Byron S. Foster, age 56, is an independent director of Wabtec (WAB) since 2021 and is designated an Audit Committee Financial Expert. He is President, Light Vehicle Drive Systems at Dana Incorporated (since July 2021), with prior senior roles at Dana, Adient PLC, Shield T3, and Johnson Controls, bringing deep operations, supply chain, and commercial expertise. He serves on Wabtec’s Audit Committee, Governance & Sustainability Committee, and the ESG Subcommittee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dana Incorporated | President, Light Vehicle Drive Systems | Jul 2021–present | Leads global operations/commercial businesses; focus on growth, profitability, innovation |
| Dana Incorporated | SVP & Chief Commercial, Marketing & Communications Officer | Feb 2021–Jul 2021 | Commercial leadership |
| Shield T3 | Chief Executive Officer | Jun 2020–Feb 2021 | CEO leadership |
| Adient PLC | Executive Vice President | 2016–2019 | Senior operations/commercial roles in auto seating |
| Johnson Controls, Inc. | Various senior executive commercial/operational roles | Pre-2016 | Global operations, supply chain, commercial |
External Roles
| Organization | Role | Public Company Board? | Notes |
|---|---|---|---|
| Dana Incorporated | President, Light Vehicle Drive Systems | No public board seat at Dana | Operating executive; relevant to Wabtec supplier relationship |
| Other public company boards | — | None | Wabtec board-at-a-glance shows 0 other current public directorships for Foster |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director ; Board determined all directors (except CEO) were independent in 2024 |
| Committees | Audit (Member), Governance & Sustainability (Member), ESG Subcommittee (Member) |
| Audit Committee expertise | Audit Committee Financial Expert |
| Committee meeting cadence (2024) | Audit: 6 meetings ; Governance & Sustainability: 5 ; ESG Subcommittee: 5 |
| Board attendance | All directors attended the 2024 Annual Meeting and at least 75% of Board/Committee meetings in 2024 |
| Board structure | Independent non-executive Chair; separate CEO; Lead Independent Director (Linda A. Harty) with robust responsibilities |
| Stockholder engagement | Management/board met with holders of 77% of outstanding shares on governance/ESG/strategy in 2024 |
Fixed Compensation
| Component | Amount (USD) | Detail |
|---|---|---|
| Annual cash retainer | $125,000 | Standard director cash retainer |
| Equity retainer (annual) | $195,114 | 1,165 restricted shares granted May 16, 2024 at $167.48 per share; 12-month vest |
| Total 2024 director compensation | $320,114 | Fees earned in cash plus stock awards |
| Additional chair fees | Not applicable | Foster held no chair roles in 2024 |
Performance Compensation
| Element | Structure | Metrics | Vesting |
|---|---|---|---|
| Director equity retainer | Time-based restricted stock | None (no performance metrics for director equity) | Generally vests 12 months from grant; forfeitable upon early resignation |
Wabtec’s performance-based metrics (EPS, cash conversion, ROIC, RTSR, EBIT margin) apply to NEO compensation, not director pay. The company’s 2024 key metrics included Adjusted EPS $7.56, Adjusted operating margin 18.9%, and 3-year PSU payout 183.8% for executives—not applicable to directors .
Other Directorships & Interlocks
| Company | Relationship to Wabtec | Foster’s Role | 2024 Transaction | Governance Treatment |
|---|---|---|---|---|
| Dana Incorporated | Supplier | Executive officer (President, Light Vehicle Drive Systems) | ~$29 million of goods purchased by Wabtec from Dana | Reviewed and approved by Governance Committee; Foster’s interest limited to executive capacity |
Compensation Committee interlocks: Wabtec reported no interlocking relationships in 2024; all Compensation Committee members were independent .
Expertise & Qualifications
- Extensive human capital management, operational, supply chain, and commercial experience in the industrial sector .
- Experienced senior leader in global operations and commercial businesses focused on growth, profitability, and technical innovation .
- Audit Committee Financial Expert designation supports financial oversight quality .
Equity Ownership
| Holder | Total Beneficial Ownership (shares) | Restricted Shares Included | Options Exercisable (within 60 days) | Ownership % of Outstanding | Pledged/Hedged |
|---|---|---|---|---|---|
| Byron S. Foster | 6,501 | 1,165 (standard director grant) | Not disclosed for Foster (none indicated) | ~0.0038% (6,501 / 170,957,004) | No director pledges; hedging/pledging prohibited by policy |
Stock ownership guidelines for directors: required to accumulate shares equal to 6x the cash retainer within five years; all directors except Babcock and Perez have met guidelines—Foster is in compliance .
Governance Assessment
- Strengths:
- Independent director with multi-committee service (Audit, Governance & Sustainability, ESG Subcommittee), and Audit Committee Financial Expert designation—positive for oversight of financial reporting, risk (including cybersecurity), and sustainability .
- Strong attendance and engagement culture: all directors attended the 2024 Annual Meeting and ≥75% of meetings; robust shareholder outreach covering 77% of shares outstanding .
- Alignment policies: director stock ownership guidelines (6x cash retainer), prohibition on hedging/pledging, and availability of deferred compensation—all supportive of alignment and governance hygiene. Foster is compliant with ownership guidelines .
- Potential conflict signal (monitoring item):
- Related-party exposure via supplier Dana Incorporated (where Foster is an executive) with ~$29 million of purchases in 2024. Governance Committee reviewed/approved and noted his interest is limited to his executive capacity; continue to monitor for pricing/terms independence and periodic recusal practices. RED FLAG potential if transactions expand or terms deviate from market .
- Broader governance context:
- No Compensation Committee interlocks in 2024; committees composed entirely of independent directors .
- Say-on-Pay support at ~96% in 2024 indicates shareholder confidence in compensation governance, though this pertains to executive pay programs .
Executive sessions at all regular Board meetings and robust Lead Independent Director role further support board effectiveness .