CEO total compensation of $26.2 million is elevated for the industrials sector at WAB's market-cap band, but the company's 3-year price return of 160.9% — representing over $26 billion in shareholder value created since Mr. Santana became CEO — and a 2023-2025 long-term performance stock award payout of 193.7% of target driven by above-75th-percentile TSR demonstrate strong pay-for-performance alignment. The pay mix is heavily weighted toward variable/incentive compensation (long-term equity awards at 60% performance stock awards / 40% time-vesting restricted stock, plus a performance-based annual bonus), annual incentive metrics include multi-year ROIC, cash from operations, and a relative TSR modifier, a robust clawback policy is in place, the prior say-on-pay vote received 93% shareholder approval, and no single-year equity dilution concern is evident. All factors support a FOR vote.

Non-audit fees (audit-related fees of $61,869 plus tax fees of $748,785 = $810,654) represent approximately 8.4% of core audit fees ($9,609,002), well below the 50% threshold that would raise independence concerns; EY's tenure of 24 years is one year short of the 25-year trigger, so the tenure flag does not fire; no material restatements are disclosed; and EY is a Big 4 firm fully appropriate for a $42.7B market-cap industrial company.