Linda Harty
WESTINGHOUSE AIR BRAKE TECHNOLOGIESAbout Linda A. Harty
Linda A. Harty (age 64) is Wabtec’s Lead Independent Director, serving on the Board since 2016. She is an Audit Committee Financial Expert and currently chairs the Governance & Sustainability Committee while also serving on the Audit Committee. Previously, she was Vice President, Finance & Treasurer at Medtronic (2010–2017) and held senior finance roles at Cardinal Health, RTM Restaurant Group, BellSouth, ConAgra Foods, and Kimberly-Clark; she is a CPA (inactive) . The Board determined she is independent; all directors other than the CEO were independent during 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Medtronic plc | Vice President, Finance & Treasurer | 2010–2017 | Extensive treasury, tax, decision support, M&A in complex global industries |
| Cardinal Health; RTM Restaurant Group; BellSouth; ConAgra Foods; Kimberly‑Clark | Executive/management positions (finance) | Prior to 2010 | Broad corporate finance leadership across multiple industries; CPA (inactive) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Parker‑Hannifin Corporation (NYSE:PH) | Director | Since 2007 | Audit Committee; Corporate Governance Committee |
| Chart Industries, Inc. (NYSE:GTLS) | Director | Since 2021 | Nominations & Corporate Governance (Chair); Audit; formerly Compensation |
| Syneos Health (prior) | Director | 2017 – Mar 1, 2023 | Audit; Compensation & Management Development (prior) |
Interlocks/related-party exposure: Wabtec disclosed 2024 related-party transactions with Dana Incorporated and Salesforce (tied to other directors), and none involving companies where Ms. Harty serves; Governance Committee reviewed and approved disclosed relationships . No compensation committee interlocks in 2024 .
Board Governance
- Roles and independence
- Lead Independent Director with robust authorities (presides at executive sessions; liaison to CEO/Chair; approves agendas/schedules; can call meetings of independent directors; engages with major shareholders) .
- Independent director; all directors other than the CEO were independent in 2024; audit/comp/governance committees comprised solely of independent directors .
- Committees and meeting cadence (2024)
- Governance & Sustainability Committee (Chair; 5 meetings)
- Audit Committee (Member; 6 meetings; designated Audit Committee Financial Expert)
- ESG Subcommittee (functions under Governance; met 5 times in 2024)
- Attendance and engagement
- Board met 10 times in 2024; all directors attended the 2024 Annual Meeting and at least 75% of Board and committee meetings .
- Regular executive sessions of non‑management directors at every regular Board meeting; independent directors meet at least annually alone .
- Stockholder engagement: management/Board met with holders representing 77% of shares outstanding in 2024 .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $125,000 | Standard director cash retainer |
| Lead Independent Director retainer | $40,000 | Additional cash retainer for LID |
| Governance & Sustainability Chair retainer | $20,000 | Additional cash for committee chair |
| 2024 cash fees (reported) | $185,000 | Matches retainer + LID + chair fees |
| Annual stock retainer (2024) | $195,114 | 1,165 restricted shares granted 5/16/2024 at $167.48; 12‑month vest; forfeiture if service <12 months |
| Total 2024 director comp (reported) | $380,114 | Fees $185,000 + stock $195,114 |
Additional practices: Directors may defer cash/stock retainers under the non‑employee director Deferred Compensation Plan; deferred stock remains subject to the same vesting/forfeiture conditions .
Performance Compensation (Director)
Directors receive time‑vested restricted stock (no performance metrics); options are not part of the director program.
| Award Type | Grant Date | Shares | Grant‑date FV | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted stock (annual stock retainer) | 2024‑05‑16 | 1,165 | $195,114 | Vests at 12 months; forfeitable if service ends <12 months | None (time‑vested) |
Stock ownership guidelines: directors must hold WAB shares equal to 6x the cash retainer within 5 years; all directors except Ms. Babcock and Mr. Perez have met guidelines (both are within the compliance window) .
Other Directorships & Interlocks
| Company | Overlap/Conflict Check | Wabtec Disclosure |
|---|---|---|
| Parker‑Hannifin (PH) | Industrial peer/supplier ecosystem; no Wabtec related‑party transaction disclosed | No related‑party transaction with PH disclosed for 2024 |
| Chart Industries (GTLS) | Industrial equipment; no Wabtec related‑party transaction disclosed | No related‑party transaction with GTLS disclosed for 2024 |
| Compensation interlocks | None | Wabtec disclosed no compensation committee interlocks in 2024 |
Expertise & Qualifications
- Financial expert: Designated Audit Committee Financial Expert .
- Deep finance background: treasury, tax, decision support, acquisitions across multiple global industries; CPA (inactive) .
- Governance leadership: Lead Independent Director with defined authorities; Chair of Governance & Sustainability .
- Sector breadth: Long‑standing public director roles at Parker‑Hannifin and Chart Industries, including governance and audit committee assignments .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Jan 31, 2025) | 13,034 shares; <1% of outstanding; includes restricted shares |
| Restricted shares included | Each non‑employee director held 1,165 restricted shares at 1/31/2025 |
| Pledged shares | None; no directors or executive officers have pledged Wabtec shares |
| Ownership guideline | 6x cash retainer; Ms. Harty has met guidelines |
Recent Insider Transactions (Form 4)
Policy alignment: Wabtec prohibits hedging or pledging by directors; transactions like short sales, options, and certain derivatives are prohibited, with limited permitted transactions (e.g., cashless exercises, gifts under conditions) .
Governance Assessment
- Strengths signaling investor confidence
- Robust independence: Lead Independent Director with clearly articulated authorities; independent committee composition; Ms. Harty also designated an Audit Committee Financial Expert .
- Active oversight: Chairs Governance & Sustainability; serves on Audit; committees met regularly in 2024 (Gov 5x; ESG 5x; Audit 6x) .
- Engagement and attendance: Board met 10 times; all directors attended the 2024 Annual Meeting and ≥75% of meetings; regular executive sessions led by the LID .
- Shareholder support: Say‑on‑pay received ~96% approval at the 2024 annual meeting .
- Alignment: Meets director ownership guidelines (6x retainer); no pledged shares; equity awards are time‑vested restricted stock; hedging/pledging prohibited .
- Potential watch items
- Multi‑board service: She serves on two other public boards (PH, GTLS); Wabtec has limits on outside directorships as a governance practice, but no specific issues disclosed .
- Insider activity: Limited open‑market activity (small purchase in 2020; sales in 2021 and 2023), one gift in 2025; pattern does not indicate unusual trading behavior; no pledging [SEC Form 4 links above] .
- RED FLAGS
- None disclosed related to attendance, related‑party transactions, hedging/pledging, or say‑on‑pay outcomes .