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BorgWarner Executive Compensation (FY25)

BWA · Executive and director compensation, fiscal 2025 only

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Data as of September 7, 2026Latest filing (8-K): April 30, 2026
13 filings cited on this page
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BorgWarner brief$1,500Get the executive brief
207 figures on this page: 196 cited to the filing that reported them, 11 calculated from figures it prints. See the citations
Chief executive, fiscal 2025
◇
Joseph Fadool
Median of the other named officers
$5,587,120
5 officers, excluding the chief executive
Latest say-on-pay support
=
April 29, 2026
Chief executive pay ratio
◇
To the median employee

Frequently asked questions

Answers drawn from the data on this page.
Who is BorgWarner's chief executive and what were they paid?
Joseph Fadool was paid $15,539,233 in total compensation as President and Chief Executive Officer for fiscal 2025.
What was BorgWarner's say-on-pay result?
The say-on-pay proposal drew 96.1% of votes cast for or against in favor at the meeting held April 29, 2026 for fiscal 2025.
Which companies are in BorgWarner's peer group?
Companies named in the disclosed peer group include Adient plc, American Axle & Manufacturing Holdings, Inc., Aptiv PLC, Autoliv, Inc. and Cummins Inc., among others.
What is BorgWarner's chief executive pay ratio?
The disclosed chief executive pay ratio for fiscal 2025 is 326:1, against median employee compensation of $47,910.

Executive compensation

Every element reported for each named executive officer, by fiscal year.
Fiscal 2025
OfficerSalaryBonusStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Joseph Fadool
President and Chief Executive Officer
◇—◇—◇—◇◇
Frederic Lissalde
Former President and Chief Executive Officer
Departed during or after this year
◇—◇—◇—◇◇
Stefan Demmerle
Vice President, President and General Manager, BorgWarner PowerDrive Systems
◇—◇—◇—◇◇
Tonit Calaway
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary
◇—◇—◇—◇◇
Volker Weng
Vice President, President and General Manager, BorgWarner Turbos and Thermal Technologies
◇—◇—◇◇◇◇†
Craig Aaron
Executive Vice President and Chief Financial Officer
◇—◇—◇—◇◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. A negative change in pension value is shown but, as the company reports it, not included in the total.

Equity awards granted

Individual awards as disclosed: type, date, unit counts at each level, and grant date value.
Fiscal 2025
OfficerAwardGrant dateThreshold unitsTarget unitsUnits grantedMaximum unitsExercise priceGrant date fair value
Craig D. AaronRSU◇——◇——◇
Craig D. AaronPSU◇◇◇◇◇—◇
Frédéric B. LissaldeRSU◇——◇——◇
Frédéric B. LissaldePSU◇◇◇◇◇—◇
Joseph F. FadoolPSU◇◇◇◇◇—◇
Joseph F. FadoolRSU◇——◇——◇
Joseph F. FadoolPSU◇◇◇◇◇—◇
Stefan DemmerlePSU◇◇◇◇◇—◇
Stefan DemmerleRSU◇——◇——◇
Tonit M. CalawayPSU◇◇◇◇◇—◇
Tonit M. CalawayRSU◇——◇——◇
Volker WengPSU◇◇◇◇◇—◇
Volker WengRSU◇——◇——◇
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero. Threshold, target and maximum apply only to performance awards and are never shown for time-based or option awards.

Outstanding awards

Awards still held at fiscal year end.
As disclosed at fiscal 2025 year end
OfficerAwardUnvested unitsMarket value of unvested unitsExercise priceExpires
Stefan DemmerlePSU◇◇——
RSU◇◇——
Frederic LissaldePSU◇◇——
Joseph FadoolPSU◇◇——
RSU◇◇——
Volker WengPSU◇◇——
RSU◇◇——
Craig AaronRSU◇◇——
PSU◇◇——
Tonit CalawayPSU◇◇——
RSU◇◇——
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Severance and change in control

The terms as written in the agreements.
Craig Aaron
Executive Vice President and Chief Financial Officer · Severance agreement
Severance multiple◇
Benefits continuation◇
Frederic Lissalde
Former President and Chief Executive Officer · Severance agreement
Severance multiple◇
Benefits continuation◇
Clawback◇
Joseph Fadool
President and Chief Executive Officer · Severance agreement
Severance multiple◇
Benefits continuation◇
Clawback◇
Stefan Demmerle
Vice President, President and General Manager, BorgWarner PowerDrive Systems · Severance agreement
Severance multiple◇
Benefits continuation◇
Clawback◇
Tonit Calaway
Executive Vice President, Chief Administrative Officer, General Counsel and Secretary · Severance agreement
Severance multiple◇
Benefits continuation◇
Volker Weng
Vice President, President and General Manager, BorgWarner Turbos and Thermal Technologies · Severance agreement
Severance multiple◇
Benefits continuation◇
Clawback◇

Director compensation

What each non-employee director was paid.
Fiscal 2025
DirectorFees earned in cashStock awardsOption awardsNon-equity incentivePension and deferred earningsAll other compensationTotal
Alexis P. Michas
Board chair
◇◇————◇
Michael S. Hanley
◇◇————◇
Deborah D. McWhinney
◇◇————◇
Sara A. Greenstein
◇◇————◇
Sailaja K. Shankar
◇◇————◇
Shaun E. McAlmont
◇◇————◇
Hau N. Thai-Tang
◇◇————◇
Joseph F. Fadool and Frederic B. Lissalde served on the board in fiscal 2025 and received no compensation for board service. Executive directors are typically paid through their executive roles, shown above.
A dash means the company reported no figure in that column. $0 is shown only where the filing prints a zero.

Director fee schedule

The standing retainers and premiums the board pays, as published.
Board cash retainer◇
Board equity retainer◇
Total board retainer◇
Board chair premium◇
Audit committee chair◇
Audit committee member◇
Compensation committee chair◇
Compensation committee member◇
Nominating and governance chair◇
Nominating and governance member◇

Disclosed peer group

The companies this board named as its compensation comparison group. The list is disclosure; the comparison is analysis.
Fiscal 2025
  • Adient plc ADNT
  • American Axle & Manufacturing Holdings, Inc. symbol not shown
  • Aptiv PLC APTV
  • Autoliv, Inc. ALV
  • Cummins Inc. CMI
  • Dana Incorporated DAN
  • Dover Corporation DOV
  • Emerson Electric Co. EMR
  • Fortive Corporation FTV
  • Illinois Tool Works Inc. ITW
  • Magna International Inc. MGA
  • Oshkosh Corporation OSK
  • PACCAR Inc. PCAR
  • Parker-Hannifin Corporation PH
  • Rockwell Automation, Inc. ROK
  • Stanley Black & Decker, Inc. SWK
  • Textron Inc. TXT
  • The Goodyear Tire & Rubber Company GT
  • Trane Technologies plc TT

Say-on-pay history

Shareholder support for the compensation program, by year.
YearMeetingSupportVotes forVotes againstAbstentions
2025April 29, 2026=◇◇◇
2024April 30, 2025=◇◇◇
2023April 24, 2024=◇◇◇
2022April 26, 2023=◇◇◇
2021April 27, 2022=◇◇◇
2020April 28, 2021=◇◇◇
2019April 29, 2020=◇◇◇
2018April 24, 2019=◇◇◇
2017April 25, 2018=◇◇◇
2016April 26, 2017=◇◇◇
2015April 27, 2016=◇◇◇

Chief executive pay ratio

As calculated and reported by the company.
Ratio
◇
Median employee compensation
◇
Chief executive total compensation
◇
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What this page does not include

Everything above is a fact BorgWarner disclosed, and it is free. Everything below is our analysis of those facts, and it is not.
Peer benchmarking
Where BorgWarner sits against its disclosed peers — percentile position by role and by pay element, and the ranking behind it. The disclosed peer group is free; comparisons across it are part of the Velarion platform.
Executive Compensation Report — $1,500
Written compensation analysis
A read of the pay program as designed and as paid: incentive structure, goal rigor, the alignment between the committee's stated philosophy and what the numbers show.
Executive Compensation Report — $1,500
Board and governance analysis
Committee composition, independence, director pay positioning, and the governance provisions read together rather than listed.
Board Governance Report — $1,200
Realizable pay
What the awards above are actually worth today against what they were valued at on grant, and what the gap says about the pay-for-performance link.
Velarion Intelligence
Adviser switching and vote outcomes
Two datasets covering compensation-adviser changes and what followed a contested vote. Both are part of the Velarion platform.
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Citations

Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
207 figures on this page: 196 cited to the filing that reported them, 11 calculated from figures it prints.
196 cited to the filing
11 calculated from the filing

Documents cited

  1. 0000908255-26-000018
    Item 5.07 Submission of Matters to a Vote of Security Holders
  2. 0001104659-26-031748
    AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE · Director Compensation · Executive Compensation Tables · Grants of Plan-Based Awards
  3. 0000908255-25-000013
  4. 0000908255-24-000036
    Exhibit
  5. 0000908255-24-000016
  6. 0000908255-23-000021
    Item 5.07 Submission of Matters to a Vote of Security Holders
  7. 0000908255-22-000011
    Item 5.07 Submission of Matters to a Vote of Security Holders
  8. 0000908255-21-000014
    Item 5.07 Submission of Matters to a Vote of Security Holders
  9. 0000908255-20-000039
    Item 5.07 Submission of Matters to a Vote of Security Holders
  10. 0000908255-19-000027
    Item 5.07 Submission of Matters to a Vote of Security Holders
  11. 0000908255-18-000025
    Item 5.07 Submission of Matters to a Vote of Security Holders
  12. 0000908255-17-000021
    Item 5.07 Submission of Matters to a Vote of Security Holders
  13. 0000908255-16-000112
    Item 5.07 Submission of Matters to a Vote of Security Holders
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This page is free to cite. Attribution we ask for:
Velarion, “BorgWarner executive compensation, FY2025.” https://intel.velarion.ai/comp/BWA (accessed 2026).
Short form: data: Velarion

The BorgWarner brief, $1,500

Positioning against its disclosed peers, the governance read, incentive design, and the CD&A alignment analysis; the full peer table; a committee-ready PDF.
Both reports for $2,400.
Get the executive briefGet the board briefNo account needed.
13 filings cited on this page
Method: intel.velarion.ai/methodology
A report that fails to generate is refunded in full
Published by Velarion Company Intelligence
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Peers BorgWarner discloses

The companies named in BWA's own disclosed peer group.

Adient plcAptiv PLCAutoliv, Inc.Cummins Inc.Dana IncorporatedDover CorporationEmerson Electric Co.Fortive CorporationIllinois Tool Works Inc.Oshkosh CorporationPACCAR Inc.Parker-Hannifin CorporationRockwell Automation, Inc.Stanley Black & Decker, Inc.Textron Inc.The Goodyear Tire & Rubber CompanyTrane Technologies plc

Terms on this page

Say-on-Pay VoteCEO Pay RatioMedian Employee CompensationAll companies

Free to read and cite. Redistribution or bulk use of the dataset requires a data license. Talk to us about the data license.

Cite this data
APA
Velarion Company Intelligence. (2026). Velarion database: executive and board compensation data (Version 2026Q3) [Data set]. Zenodo. https://doi.org/10.5281/zenodo.22283854
BibTeX
@misc{velarionData2026,
  author = {{Velarion Company Intelligence}},
  title = {Velarion database: executive and board compensation data},
  year = {2026},
  version = {2026Q3},
  doi = {10.5281/zenodo.22283854},
  publisher = {Zenodo},
  url = {https://doi.org/10.5281/zenodo.22283854}
}
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