Lee Banks
WESTINGHOUSE AIR BRAKE TECHNOLOGIESAbout Lee C. Banks
Independent director at Wabtec (WAB), age 62, serving since 2020. Former Vice Chairman and President of Parker-Hannifin; prior roles include President & COO, EVP/Operating Officer, and SVP/Operating Officer, providing deep industrial operations and human capital management expertise. He is independent under NYSE and Wabtec guidelines and serves on the Compensation & Talent Management Committee and Governance & Sustainability Committee . As of Jan 31, 2025, he beneficially owns 11,880 WAB shares; no directors or officers have pledged stock .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker-Hannifin Corporation | Vice Chairman and President | Aug 2021 – Dec 2023 | Led Fortune 250 operations, global manufacturing footprint |
| Parker-Hannifin Corporation | President & COO | Feb 2015 – Aug 2021 | Operational leadership across multi-national footprint |
| Parker-Hannifin Corporation | EVP & Operating Officer | 2008 – 2015 | Executive operations leadership |
| Parker-Hannifin Corporation | SVP & Operating Officer | 2006 – 2008 | Senior operations leadership |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Parker-Hannifin Corporation | Director | Prior service (past board) | Listed as past other directorship |
Board Governance
- Committee assignments: Member, Compensation & Talent Management Committee (6 meetings in 2024) and Governance & Sustainability Committee (5 meetings in 2024) .
- Independence and attendance: Board determined all directors except the CEO were independent in 2024; all directors attended the 2024 annual meeting and at least 75% of Board and committee meetings; Board met ten times in 2024 .
- Executive sessions and leadership: Regular executive sessions of non-management directors; robust Lead Independent Director role (Harty) overseeing executive sessions and board agenda .
- Compensation committee interlocks: No compensation committee interlocks or insider participation in 2024; Banks was independent and not an officer of Wabtec .
Fixed Compensation
| Year | Cash Retainer ($) | Equity Retainer ($) | Total ($) | Details |
|---|---|---|---|---|
| 2024 | 125,000 | 195,114 (1,165 RS; $167.48/share, 12-month vest) | 320,114 | Director program: $125,000 cash + $195,000 equity; leadership retainers: Chair $200k, Lead Independent $40k, Audit Chair $25k, Comp Chair $25k, Governance Chair $20k |
| 2023 | 125,000 | 180,013 (1,857 RS; $96.94/share, 12-month vest) | 305,013 | Director program: $125,000 cash + $180,000 equity; leadership retainers: Chair $200k, Lead Independent $35k, Audit Chair $25k, Comp Chair $25k, Governance Chair $20k |
Performance Compensation
Wabtec director pay is largely fixed cash plus time-vesting RS; performance pay applies to executives overseen by the Compensation Committee (Banks is a member). 2024 executive incentive metrics and outcomes:
| Measure | Weight | Threshold | Target | Maximum | 2024 Performance | Payout Factor | Notes |
|---|---|---|---|---|---|---|---|
| Adjusted EPS | 75% | 85% goal (50% payout) | 100% goal (100% payout) | 115% goal (200% payout) | $7.56 | 185.6% | Non-GAAP; see A-1 reconciliation |
| Cash Conversion | 25% | 85% goal (50% payout) | 100% goal (100% payout) | 115% goal (200% payout) | 120% | 200% | Defined as CFO / (NI + D&A; adj.) |
| Total Financial | — | — | — | — | — | 189.2% | Computed from EPS and Cash Conversion |
| Personal Modifier (EBIT Margin %) | 80–120% | — | — | Cap 200% total | 18.9% Adjusted | 120% | Applies to NEO bonuses |
Long-term incentive performance (executives):
- 2022–2024 Performance Units paid at 183.8% of target (ROIC/CCC above target; RTSR +10% against XLI peer) .
- 2024–2026 PU design: ROIC (50%) and CCC (50%) with RTSR ±20% vs XLI; threshold 85% (25% payout), max 115% (200% payout) .
Other Directorships & Interlocks
| Potential Interlock/Transaction | Nature | Amount/Date | Governance Treatment |
|---|---|---|---|
| Parker-Hannifin (supplier) | Wabtec sourced goods while Banks was Parker executive | ~$32M in 2023 | Reviewed and approved by Governance Committee; Banks’ interest limited to his executive capacity at Parker |
| Dana Incorporated (supplier) | Director Foster is Dana executive; Wabtec purchases | ~$29M in 2024 | Reviewed and approved by Governance Committee |
| Salesforce (software) | Director Perez executive at Salesforce; Wabtec purchases | ~$2.6M in 2024 | Reviewed and approved by Governance Committee |
| Parker-Hannifin board overlap | Director Harty is a current Parker director | Since 2007 | Noted as external board role; related party transactions are committee-reviewed |
Expertise & Qualifications
- Senior executive with extensive industrial operations experience at a Fortune 250 manufacturer; expertise in global manufacturing, human capital management, and complex multi-national operations .
- Public company management experience; prior service on Parker-Hannifin’s board .
Equity Ownership
| Holder | Shares Owned | % of Class | Notes |
|---|---|---|---|
| Lee C. Banks | 11,880 | <1% | Includes 1,165 restricted shares; directors have sole voting power on RS and gain dispositive power upon vesting; no pledges by directors/officers |
| Director ownership guideline status | Meets guideline | — | Directors must hold stock equal to 6x cash retainer within 5 years; Banks has met; Babcock and Perez within compliance window |
| Hedging/Pledging | Prohibited | — | Policy forbids hedging and pledging by directors/officers |
Governance Assessment
- Committee effectiveness: Banks’ roles on the Compensation and Governance committees place him at the center of pay design, succession, and governance oversight. The committees are fully independent; no interlocks in 2024; robust use of independent consultants and clawback policies .
- Independence and engagement: Independent status, strong attendance, and frequent executive sessions support board effectiveness and investor confidence .
- Ownership alignment: Banks meets the 6x retainer stock guideline; no pledging; director retainer structure combines cash and equity, aligning interests with shareholders .
- Pay-for-performance oversight: Executive incentive metrics (EPS, cash conversion, EBIT margin) and multi-year ROIC/CCC with RTSR modifier demonstrate disciplined performance orientation under committee oversight .
- Conflicts and related-party exposure: 2023 supplier spend with Parker (~$32M) while Banks was an executive is a potential conflict; mitigation via prior approval by the Governance Committee. Ongoing supplier relationships (Dana, Salesforce) similarly reviewed; continued monitoring advisable given Harty’s current Parker directorship .
- Shareholder signals: Say-on-pay received ~96% approval at 2025 annual meeting, indicating broad investor support for compensation practices overseen by the committee .
RED FLAGS: Prior related-party transaction exposure with Parker while Banks was an executive (requires ongoing vigilance despite committee approval) . Shared directorship with Parker through Harty alongside past Parker sourcing underscores the need for strict recusals and transparency .