BORGWARNER INC (BWA)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
BORGWARNER INC · Meeting: April 29, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of Eight Directors to the Board of Directors
Fadool joined the board in 2025 (within the past 24 months) and is therefore exempt from the TSR trigger; he brings deep operational expertise as the current CEO with no overboarding or attendance concerns.
Greenstein has served since 2021 and the 3-year TSR gap versus the XLY benchmark is only -19.9pp, well below the 65pp threshold required to trigger a AGAINST vote given BWA's strong positive absolute 3-year return; no overboarding or attendance issues identified.
Hanley has served since 2016 and the 3-year TSR underperformance versus XLY is -19.9pp, far below the 65pp threshold applicable to BWA's strong positive absolute return; he is a CPA with extensive automotive audit expertise and chairs the Audit Committee.
McAlmont has served since 2020 and the 3-year TSR gap of -19.9pp versus XLY is well below the 65pp trigger threshold; he holds one outside public board seat (Lee Enterprises), which is within the four-board limit, and there are no attendance or independence concerns.
McWhinney has served since 2018 and the 3-year TSR underperformance of -19.9pp versus XLY is well below the 65pp threshold; she holds one outside public company board seat and qualifies as an audit committee financial expert.
Michas has served since 1993 and despite long tenure the 3-year TSR gap of -19.9pp versus XLY is far below the 65pp trigger threshold; he holds two outside public board seats (AstroNova and Revvity), within the four-board limit, and serves as Non-Executive Chair.
Shankar has served since 2022 and the 3-year TSR underperformance of -19.9pp versus XLY is well below the 65pp threshold; she holds no outside public board seats and brings relevant cybersecurity and technology expertise.
Thai-Tang joined in 2023 (approximately 3 years ago, just outside the 24-month exemption window) but the -19.9pp TSR gap versus XLY is far below the 65pp threshold for a strong positive absolute return; his tenure overlaps only partially with the measurement period, and he brings extensive automotive industry experience.
All eight director nominees receive a FOR vote. BorgWarner's 3-year absolute total return of +31.6% is strongly positive, placing it in the >+20% tier where the ETF fallback threshold to trigger a AGAINST vote is 65pp of underperformance versus XLY. The actual gap is only -19.9pp, far below that threshold. No director is overboarded, all attended at least 75% of meetings in 2025, the board is 7/8 independent with an independent chair, and all audit committee members qualify as financial experts.
Say on Pay
✓ FORCEO
Joseph F. Fadool
Total Comp
$15,539,233
Prior Support
86.4%%
CEO total compensation of $15.5 million reflects a new CEO set at approximately 80% of peer median target direct compensation, which is below benchmark rather than above it, and the prior year say-on-pay vote received 86.4% support — well above the 70% threshold that would require a response. The pay structure is heavily performance-based: 89% of the CEO's target direct compensation is variable and at-risk, including two-thirds of long-term equity tied to measurable multi-year goals (relative TSR, relative revenue growth, and cumulative adjusted earnings per share) and one-third in time-vested restricted stock, satisfying the policy's requirement that at least 50-60% of pay be variable. The company delivered strong 2025 performance results above guidance on both adjusted operating margin and free cash flow, and the 2023-2025 long-term equity plan paid out at approximately 102% of target, reflecting genuine pay-for-performance alignment; the company also has a meaningful clawback policy consistent with SEC and NYSE requirements.
Auditor Ratification
✓ FORAuditor
PricewaterhouseCoopers LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
The proxy filing references PricewaterhouseCoopers LLP as auditor and BorgWarner is a large-cap company where a Big 4 firm is appropriate; fee data (audit fees and non-audit fees) were not explicitly reproduced in the provided filing text, so the non-audit fee ratio trigger cannot be confirmed as breached, and per policy we vote FOR when data is unavailable rather than assuming a negative; auditor tenure is not disclosed in the provided text so the tenure trigger also cannot fire, consistent with policy guidance to vote FOR absent confirmed data.
Stockholder Proposals
1 proposal submitted by shareholders
Proposal 5
Shareholder Right to Act by Written Consent
John Chevedden is a well-regarded individual governance activist whose proposals deserve serious consideration, and the fact that a written consent proposal received more than 50% shareholder support at the 2021 annual meeting is a strong signal. However, the company has already addressed the substance of this proposal: BorgWarner's certificate of incorporation already permits shareholders holding 10% of outstanding shares to initiate action by written consent without any minimum holding period requirement — which is more permissive than the special meeting threshold that shareholders have separately voted against changing on multiple occasions. Because the specific right requested (written consent without discrimination based on holding period) is already in place, supporting this proposal would not result in any incremental shareholder protection, and the board has credibly demonstrated that the core governance concern has been remediated; a vote FOR a proposal asking the board to implement a right that already exists would have no practical effect.
Overall Assessment
BorgWarner's 2026 annual meeting presents a straightforward ballot: all eight director nominees receive FOR votes as the company's strong positive 3-year return places TSR underperformance well below the threshold required to trigger opposition, the say-on-pay program earns a FOR vote given below-median CEO pay positioning, a robust performance-based pay structure with 89% at-risk compensation, and strong prior shareholder support of 86.4%. The written consent stockholder proposal from John Chevedden receives an AGAINST vote because the company has already implemented the substantive right being requested — shareholders can already act by written consent with a 10% ownership threshold and no holding period requirement — making the proposal effectively moot despite Chevedden's generally credible track record.