BorgWarner Executive Compensation (FY25)
BWA · Executive and director compensation, fiscal 2022 to 2025
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 |
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Data as of November 3, 2026Latest filing (8-K): April 30, 2026
16 filings cited on this page
Method: intel.velarion.ai/methodology
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279 figures on this page: 268 cited to the filing that reported them, 11 calculated from figures it prints. See the citations
What changed from fiscal 2024 to fiscal 2025
The figures that moved, and by how much. Analysis of these figures is part of the Velarion platform.
Chief executive total compensation — Joseph Fadool: $7,275,809 → $15,539,233 (113.6% higher)
Say-on-pay support: 86.6% → 96.1% (9.5 points higher)
CEO pay ratio: 490:1 → 326:1 (33.5% lower)
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. Fadool's total was 113.6% higher than the $7,275,809 reported for fiscal 2024.
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 2022
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
Frédéric Lissalde President and Chief Executive Officer | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Kevin Nowlan Former Executive Vice President and Chief Financial Officer | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Joseph Fadool Executive Vice President and Chief Operating Officer | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Stefan Demmerle Vice President, President and General Manager, | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Tonit Calaway Executive Vice President, Chief Administrative Officer, | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Fiscal 2023
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
Frédéric Lissalde President and Chief | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Kevin Nowlan Former Executive Vice President | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Joseph Fadool Executive Vice President | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Stefan Demmerle Vice President, President | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Tonit Calaway Executive Vice President, | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Fiscal 2024
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
Frédéric Lissalde President and Chief Executive Officer | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Tonit Calaway Executive Vice President, Chief Administrative Officer, | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Joseph Fadool Executive Vice President and Chief Operating Officer | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Stefan Demmerle Vice President, President and General Manager, | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Craig Aaron Executive Vice President and Chief Financial Officer | ◇ | — | ◇ | — | ◇ | — | ◇ | ◇ |
Kevin Nowlan Former Executive Vice President and Chief Financial Officer Departed during or after this year | ◇ | — | — | — | — | — | ◇ | ◇ |
Fiscal 2025
| Officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|---|
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
| Officer | Award | Grant date | Threshold units | Target units | Units granted | Maximum units | Exercise price | Grant date fair value |
|---|---|---|---|---|---|---|---|---|
| Craig D. Aaron | PSU | ◇ | ◇ | ◇ | — | ◇ | — | ◇ |
| Craig D. Aaron | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Frédéric B. Lissalde | PSU | ◇ | ◇ | ◇ | — | ◇ | — | ◇ |
| Frédéric B. Lissalde | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Joseph F. Fadool | PSU | ◇ | ◇ | ◇ | — | ◇ | — | ◇ |
| Joseph F. Fadool | PSU | ◇ | ◇ | ◇ | — | ◇ | — | ◇ |
| Joseph F. Fadool | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Stefan Demmerle | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Stefan Demmerle | PSU | ◇ | ◇ | ◇ | — | ◇ | — | ◇ |
| Tonit M. Calaway | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Tonit M. Calaway | PSU | ◇ | ◇ | ◇ | — | ◇ | — | ◇ |
| Volker Weng | RSU | ◇ | — | — | ◇ | — | — | ◇ |
| Volker Weng | PSU | ◇ | ◇ | ◇ | — | ◇ | — | ◇ |
Fiscal 2023, 2024 are included in the PDF.
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
| Officer | Award | Unvested units | Market value of unvested units | Exercise price | Expires |
|---|---|---|---|---|---|
| Frederic Lissalde | PSU | ◇ | ◇ | — | — |
| Joseph Fadool | PSU | ◇ | ◇ | — | — |
| RSU | ◇ | ◇ | — | — | |
| Stefan Demmerle | PSU | ◇ | ◇ | — | — |
| RSU | ◇ | ◇ | — | — | |
| Tonit Calaway | PSU | ◇ | ◇ | — | — |
| RSU | ◇ | ◇ | — | — | |
| Volker Weng | PSU | ◇ | ◇ | — | — |
| RSU | ◇ | ◇ | — | — | |
| Craig Aaron | PSU | ◇ | ◇ | — | — |
| 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
Severance agreement
| Severance multiple | ◇ |
| Benefits continuation | ◇ |
| Excise tax treatment | ◇ |
Joseph Fadool
President and Chief Executive Officer · Severance agreement
| Severance multiple | ◇ |
| Change-in-control multiple | ◇ |
| Benefits continuation on change in control | ◇ |
| Benefits continuation | ◇ |
Stefan Demmerle
Vice President, President and General Manager, BorgWarner PowerDrive Systems · Severance agreement
| Severance multiple | ◇ |
| Benefits continuation | ◇ |
| Excise tax treatment | ◇ |
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
| Director | Fees earned in cash | Stock awards | Option awards | Non-equity incentive | Pension and deferred earnings | All other compensation | Total |
|---|---|---|---|---|---|---|---|
Alexis P. Michas Board chair | ◇ | ◇ | — | — | — | — | ◇ |
Michael S. Hanley | ◇ | ◇ | — | — | — | — | ◇ |
Deborah D. McWhinney | ◇ | ◇ | — | — | — | — | ◇ |
Sara A. Greenstein | ◇ | ◇ | — | — | — | — | ◇ |
Sailaja K. Shankar | ◇ | ◇ | — | — | — | — | ◇ |
Shaun E. McAlmont | ◇ | ◇ | — | — | — | — | ◇ |
Hau N. Thai-Tang | ◇ | ◇ | — | — | — | — | ◇ |
Frederic B. Lissalde and Joseph F. Fadool 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.
Earlier years are included in the PDF.
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.
| Year | Meeting | Support | Votes for | Votes against | Abstentions |
|---|---|---|---|---|---|
| 2025 | April 29, 2026 | = | ◇ | ◇ | ◇ |
| 2024 | April 30, 2025 | = | ◇ | ◇ | ◇ |
| 2023 | April 24, 2024 | = | ◇ | ◇ | ◇ |
| 2022 | April 26, 2023 | = | ◇ | ◇ | ◇ |
| 2021 | April 27, 2022 | = | ◇ | ◇ | ◇ |
| 2020 | April 28, 2021 | = | ◇ | ◇ | ◇ |
| 2019 | April 29, 2020 | = | ◇ | ◇ | ◇ |
| 2018 | April 24, 2019 | = | ◇ | ◇ | ◇ |
| 2017 | April 25, 2018 | = | ◇ | ◇ | ◇ |
| 2016 | April 26, 2017 | = | ◇ | ◇ | ◇ |
| 2015 | April 27, 2016 | = | ◇ | ◇ | ◇ |
Chief executive pay ratio
As calculated and reported by the company.
Ratio
◇
Median employee compensation
◇
Chief executive total compensation
◇
Ask our research desk — $99, 24h, every figure cited to its filing.
Sample answer — “What is the CEO’s total compensation?”
- Frederic Lissalde (Former President and Chief Executive Officer), FY2025 total compensation $9,705,656 (base salary $694,905) [exec_comp, SEC accession 0001104659-26-031748, filed 2026-03-19]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 — $500Written 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 — $500Board and governance analysis
Committee composition, independence, director pay positioning, and the governance provisions read together rather than listed.
Board Governance Report — $500Realizable 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 IntelligenceAdviser 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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Velarion IntelligenceCitations
Every figure on this page is cited to the document that reported it. Select any figure to see its citation.
279 figures on this page: 268 cited to the filing that reported them, 11 calculated from figures it prints.
268 cited to the filing
11 calculated from the filing
Documents cited
- 0000908255-26-000018Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001104659-26-031748AUDIT COMPENSATION CORPORATE GOVERNANCE EXECUTIVE · Director Compensation · Executive Compensation Tables · Grants of Plan-Based Awards
- 0000908255-25-000013
- 0001558370-25-003243Executive Compensation Tables
- 0000908255-24-000036Exhibit
- 0000908255-24-000016
- 0001558370-24-003300Executive Compensation Tables
- 0000908255-23-000021Item 5.07 Submission of Matters to a Vote of Security Holders
- 0001308179-23-000250Executive Compensation Tables
- 0000908255-22-000011Item 5.07 Submission of Matters to a Vote of Security Holders
- 0000908255-21-000014Item 5.07 Submission of Matters to a Vote of Security Holders
- 0000908255-20-000039Item 5.07 Submission of Matters to a Vote of Security Holders
- 0000908255-19-000027Item 5.07 Submission of Matters to a Vote of Security Holders
- 0000908255-18-000025Item 5.07 Submission of Matters to a Vote of Security Holders
- 0000908255-17-000021Item 5.07 Submission of Matters to a Vote of Security Holders
- 0000908255-16-000112Item 5.07 Submission of Matters to a Vote of Security Holders
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Velarion, “BorgWarner executive compensation, FY2022–FY2025.” https://intel.velarion.ai/comp/BWA (accessed 2026).
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16 filings cited on this page
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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
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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}
}