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BorgWarner Inc (BWA.N)

BWA.N on New York Stock Exchange

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23 Aug 2019
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Summary

Name Age Since Current Position

Alexis Michas

61 2013 Non-Executive Independent Chairman of the Board

Frederic Lissalde

51 2018 President, Chief Executive Officer, Director

Kevin Nowlan

46 2019 Chief Financial Officer, Executive Vice President

Joel Wiegert

45 2017 Vice President, President and General Manager of BorgWarner Ithaca LLC

Felecia Pryor

44 2019 Chief Human Resource Officer, Executive Vice President

Tonit Calaway

51 2018 Executive Vice President, Chief Legal Officer and Secretary

Brady Ericson

47 2017 Executive Vice President-Chief Strategy Officer

Thomas McGill

52 2019 Vice President, Controller

Stefan Demmerle

53 2012 Vice President

Joseph Fadool

52 2017 Vice President

Anthony Hensel

60 2019 Vice President of Special Projects

Jan Carlson

58 2010 Independent Director

Dennis Cuneo

69 2009 Independent Director

Michael Hanley

63 2016 Independent Director

Paul Mascarenas

57 2018 Independent Director

John McKernan

70 2009 Independent Director

Deborah McWhinney

63 2018 Independent Director

Vicki Sato

70 2014 Independent Director

Biographies

Name Description

Alexis Michas

Mr. Alexis P. Michas is Non-Executive Independent Chairman of the Board of BorgWarner Inc. Mr. Michas is the founder and Managing Partner of Juniper Investment Company, LLC, an investment fund. Mr. Michas is also a Principal of Aetolian Investors, LLC, a registered Commodity Pool Operator. Mr. Michas received a Bachelor of Arts degree from Harvard College and a Master of Business Administration degree from Harvard Business School. Mr. Michas is the lead director of PerkinElmer, Inc. and a director of Theragenics Corporation, a privately held company. Mr. Michas also served as the Non-Executive Chairman of the Board of Directors of Lincoln Educational Services Corporation until 2015 and as a director of Allied Motion Technologies, Inc. until July 2017. Mr. Michas brings to our Board many years of private equity experience across a wide range of industries, and a successful record of managing investments in public companies. Mr. Michas also brings extensive transactional expertise, including mergers and acquisitions, IPOs, debt and equity offerings, and bank financing. This expertise allows Mr. Michas to provide our Board with valuable insight on trends in global debt and equity markets, and the impact of such trends on the capital structure of the Company. We also benefit from the corporate governance knowledge developed by Mr. Michas in his board roles with other public companies, including his service as a lead director and a member of the compensation, governance, audit, finance and executive committees of such companies. Mr. Michas’ knowledge of the Company and his thorough understanding of the role of boards of directors qualify him to serve on our Board and as Non-Executive Chairman.

Frederic Lissalde

Mr. Frederic B. Lissalde has been appointed President, Chief Executive Officer, Director of the BorgWarner Inc. effective August 1, 2018. Mr. Lissalde has been President and Chief Executive Officer of the Company since August 2018. He was Executive Vice President and Chief Operating Officer of the Company from January 2018 to July 2018. From May 2013 to December 2017, he was Vice President of the Company and President and General Manager of BorgWarner Turbo Systems LLC. Mr. Lissalde’s experience includes the integration of purchased companies, and the closing, opening, and restructuring of plants around the world. He formerly served as a board member of CLEPA (European Automotive Suppliers’ Association), based in Brussels, Belgium. Prior to joining BorgWarner, Mr. Lissalde held positions at Valeo and ZF in the areas of program management, engineering, operations, and sales in the United Kingdom, Japan, and France. Mr. Lissalde holds a Masters of Engineering degree from ENSAM - Ecole Nationale Superieure des Arts et Metiers - Paris, and an MBA from HEC Paris. He is also a graduate of executive courses at INSEAD - Institut Européen d’Administration des Affaires, Harvard, and MIT.

Kevin Nowlan

Mr. Kevin A. Nowlan is appointed as Chief Financial Officer, Executive Vice President of the Company, effective April 1, 2019. He has served as Senior Vice President and President, Trailer, Components and Chief Financial Officer of Meritor, Inc., an automotive supplier, since March 2018; Senior Vice President and Chief Financial Officer of Meritor, Inc. from May 2013 until March 2018; Vice President and Chief Financial Officer of Meritor, Inc. from February 2013 until April 2013; Vice President and Controller of Meritor, Inc. from 2010 until 2013; and Vice President and Treasurer of Meritor, Inc. from 2009 until his appointment as Vice President and Controller. From 2008 until 2009, he served as Vice President and Assistant Treasurer of Meritor, Inc. and from 2007 until 2008, he served as Vice President of Shared Services of Meritor, Inc. Prior to joining Meritor, Mr. Nowlan worked in various roles at GMAC and General Motors Corporation from 1995 to 2007.

Joel Wiegert

Mr. Joel Wiegert is Vice President, President and General Manager of BorgWarner Ithaca LLC (d/b/a BorgWarner Morse Systems) of the BorgWarner Inc., since January 2017. He was President and General Manager of BorgWarner Thermal Systems Inc. from September 2016 until December 2016. From July 2015 to August 2016, He was President and General Manager of BorgWarner Thermal Systems Inc. from September 2016 until December 2016. From July 2015 to August 2016, he was Vice President and General Manager, Americas, Aftermarket and Global Integration Leader for BorgWarner PDS (USA) Inc. From January 2012 to July 2015, he was Vice President and General Manager, Asia and Americas for BorgWarner Turbo Systems LLC.

Felecia Pryor

Mrs. Felecia Pryor is Chief Human Resource Officer, Executive Vice President of the Company. She joined BorgWarner inOctober 2018and currently serves as Vice President, Global Human Resources for BorgWarner Morse Systems. Her prior experience includes sixteen years of human resource experience with Ford Motor Company across a multitude of areas with increasing levels of responsibility. She came directly to us from serving as Global Human Resources Director - Global Personnel, Organization & Planning and prior to this served as Vice President of Human Resources for Ford ASEAN (Bangkok, Thailand) and Human Resources Director Ford Asia Pacific (Nanjing,China). Mrs. Pryor holds a Bachelor of Arts degree in criminal justice from Valdosta University and a master's degree in public administration from Florida Atlantic University. Additionally, she has a Juris Doctor degree from Thomas M. Cooley Law School.

Tonit Calaway

Ms. Tonit M. Calaway is Executive Vice President, Chief Legal Officer and Secretary of the BorgWarner Inc. Ms. Calaway was named Executive Vice President, Chief Legal Officer and Secretary of BorgWarner Inc. in August 2018. In this role she oversees the global legal function. Previously, Ms. Calaway served as Executive Vice President and Chief Human Resources Officer since 2016, where she managed all aspects of human resources for employees around the globe, including compensation and benefits, talent management, labor, employment, and related management issues. Before joining BorgWarner, Ms. Calaway held various positions during her 18-year career at Harley-Davidson, Inc., a motorcycle manufacturer, in Milwaukee, Wisconsin. Most recently, she served as Vice President of Human Resources, where she guided company-wide leadership development, compensation and benefits, labor relations and diversity initiatives, and President of The Harley-Davidson Foundation. A securities attorney by training, Ms. Calaway rose through the legal department, serving as Associate General Counsel - Motor Company Operations, Assistant General Counsel, Chief Compliance Counsel, and Assistant Secretary. Ms. Calaway is a graduate of the University of Wisconsin - Milwaukee, and received her juris doctorate from the University of Chicago Law School. She is a member of the State Bar of Wisconsin.

Brady Ericson

Mr. Brady D. Ericson is Executive Vice President-Chief Strategy Officer of the BorgWarner Inc. since January 2017. He was Vice President of the Company and President and General Manager of BorgWarner Emissions Systems LLC from March 2014 until December 2016, during which time BorgWarner BERU Systems GmbH was combined with BorgWarner Emissions Systems Inc. He was Vice President of the Company and President and General Manager of BorgWarner BERU Systems GmbH and Emissions Systems Inc. from September 2011 until March 2014.

Thomas McGill

Mr. Thomas J. McGill is re-designated as Vice President, Controller of the Company, effective April 1, 2019. He currently serves as Interim Chief Financial Officer, Vice President, Treasurer the Company. He has been with the Company for more than 17 years. He was Vice President of Finance of BorgWarner Turbo Systems Inc., from April 2010 until May 2012.

Stefan Demmerle

Dr. Stefan Demmerle is Vice President of BorgWarner Inc. Dr. Demmerle has been Vice President of the Company and President and General Manager of BorgWarner PDS (USA) Inc. (formerly known as BorgWarner TorqTransfer Systems Inc.) since September 2012 and President and General Manager of BorgWarner PDS (Indiana) Inc. (formerly known as Remy International, Inc.) since December 2015.

Joseph Fadool

Mr. Joseph F. Fadool is Vice President of the BorgWarner Inc. Mr. Fadool has been Vice President of the Company and President and General Manager of BorgWarner Emissions Systems LLC and BorgWarner Thermal Systems Inc. since January 2017. He was Vice President of the Company and President and General Manager of BorgWarner Ithaca LLC (d/b/a BorgWarner Morse Systems) from July 2015 until December 2016. From May 2012 to July 2015, he was the Vice President of the Company and President and General Manager of BorgWarner Morse TEC Inc.

Anthony Hensel

Mr. Anthony D. Hensel is re-designated as Vice President of Special Projects of the Company, effective April 1, 2019. He currently serves as Vice President, Controller of the Company. From May 2009 through November 2016, he was Vice President of Internal Audit of the Company.

Jan Carlson

Mr. Jan Carlson is an Independent an Director of BorgWarner Inc. Mr. Carlson has been Chairman, President, and Chief Executive Officer of Veoneer, Inc., an automotive supplier, since April 2018. Mr. Carlson was President and Chief Executive Officer of Autoliv, Inc., an automotive supplier, from 2007 through June 2018 and has been Chairman of its board since May 2014. He joined Autoliv in 1999 as President of Autoliv Electronics and held that position until April 2005, when he became Vice President of Engineering of Autoliv and a member of that company’s Executive Committee. Mr. Carlson also currently serves on the board of directors, audit committee, and technology and science committee of Telefonaktiebolaget LM Ericsson. Mr. Carlson brings to the Board international perspective concerning the global automotive industry and the experience and perspective of a currently-serving CEO of a global automotive supplier headquartered outside the United States. Prior to joining Autoliv, Mr. Carlson was President of Saab Combitech, a division within Saab aircraft group specializing in commercializing military technologies. Mr. Carlson has a Master of Science degree in Engineering Physics and Electrical Engineering from the University of Linköping, Sweden. He also received an honorary doctor degree from Linköping University in May 2018.

Dennis Cuneo

Mr. Dennis C. Cuneo is an Independent Director of BorgWarner Inc. Mr. Cuneo, a former Toyota executive, has been an attorney with the law firm of Fisher & Phillips LLP since July 2010, serving as Partner of the firm’s Washington, D.C. office. He also operates his own consulting firm, DC Strategic Advisors LLC, which provides strategic business advice to companies in the auto industry and other industries. He was Senior Vice President of Toyota North America, Inc. from 2000 to 2006; Corporate Secretary and Chief Environmental Officer of Toyota Motor North America Inc. from 2004 to 2006; and Senior Vice President of Toyota Motor Manufacturing North America from 2001 to 2006. Mr. Cuneo was formerly Board Chairman of the Federal Reserve Bank of Cleveland, Cincinnati branch, is on the board of the Center for Automotive Research, and is Vice Chair of the Board of Trustees of Loyola University in New Orleans. Mr. Cuneo is also a director of AK Steel Holding Corporation. Mr. Cuneo brings experience in, and understanding of, the automotive industry and its trends. Mr. Cuneo’s Toyota career spanned more than 22 years, during which he was responsible for legal affairs, administration, public relations, investor relations, environmental affairs, corporate advertising, government relations, philanthropy, planning, research and Toyota’s Latin America Research Group. Mr. Cuneo also provides a legal perspective on issues facing the Board and the Company with respect to board oversight areas, corporate governance and regulatory matters.

Michael Hanley

Mr. Michael S. Hanley is an Independent Director of the BorgWarner Inc. Mr. Hanley retired as a Partner from Ernst & Young LLP in 2014. He served as the firm’s Global Automotive Leader from 2003 to 2014 and was Senior Advisory Partner or Global Coordinating Partner for many automotive clients during his 24 years as a Partner. Mr. Hanley’s extensive knowledge of accounting and his financial expertise in the automotive industry make him well qualified to serve as a member of our Board and as a member of the Audit Committee of our Board. Mr. Hanley provided assurance and industry advisory services to global audit clients for 37 years and was responsible for Ernst & Young’s automotive industry strategy and initiatives worldwide. He graduated from the University of Toledo and is a Certified Public Accountant (Retired). Mr. Hanley chairs the audit and nominating and governance committee, and serves on the compensation committee, of another public company, Shiloh Industries, Inc., of which he is a director.

Paul Mascarenas

Mr. Paul Anthony Mascarenas is Independent Director of the Company. Mr. Mascarenas was the Chief Technical Officer of Ford Motor Company, an automotive manufacturer, from 2011 to 2014. He joined Ford in 1982 and held positions of increasingly significant responsibility. Previous positions included Vice President of Global Engineering from 2007 to 2011; Vice President of Vehicle Programs from 2005 to 2007; and Executive Director of Product Development from 2002 to 2004. He is currently a Venture Partner with Fontinalis Partners LLP, a venture capital firm, and serves on the boards of the United States Steel Corporation, ON Semiconductor Corporation and Spartan Motors Inc. Mr. Mascarenas’ experience within the automotive industry and his 32-year career at Ford qualify him for membership on the Board. At Ford, he was responsible for their worldwide research organization, overseeing the development and implementation of the company’s technology strategy and plans. He was also responsible for the development and launch of many global products, including the F-Series, Explorer, Mustang, Taurus, Fusion and Focus models. The expertise Mr. Mascarenas has gained in his career and through his service on the board of public companies contributes broad understanding of technology, corporate governance matters, and industrial manufacturing. Mr. Mascarenas holds a Bachelor of Science degree in Mechanical Engineering from the University of London, King’s College and is a Chartered Engineer, a Fellow of the Institution of Mechanical Engineers and a Fellow of the Society of Automotive Engineers (SAE) International. In addition, he holds an honorary doctorate degree from Chongqing University, and in 2015, was awarded an Order of the British Empire (OBE) for his services to the automotive industry.

John McKernan

Gov. John R. McKernan, Jr., is an Independent Director of BorgWarner Inc. Governor McKernan is Chairman and Chief Executive Officer of McKernan Enterprises, Inc. He is also Senior Advisor to the U.S. Chamber of Commerce, where he served as President of its Foundation from October 2013 to February 2015. He served as Chairman of the Board of Education Management Corporation, a large provider of private post-secondary education in North America, from December 2008 to June 2012. He was Executive Chairman of Education Management Corporation from February 2007 to December 2008 and Chief Executive Officer from September 2003 until February 2007. He served on its board of directors from June 1999 to April 2015. Governor McKernan served as governor of the State of Maine from 1987 to 1995 and is a director of Houghton Mifflin Harcourt Company where he chairs the Compensation Committee. Governor McKernan brings to our Board a blend of experience as a former governor of Maine, a former US Congressman, a former state legislator and former CEO of a public company. His knowledge of the legislative process combined with his demonstrated leadership capabilities and CEO’s perspective provide a valuable point of view to the Company’s board. Governor McKernan also has significant experience as a director. Governor McKernan’s practice of corporate, regulatory, and administrative law enables him to provide a legal perspective on issues facing the board and the Company in those areas and with respect to corporate governance.

Deborah McWhinney

Ms. Deborah Doyle McWhinney is Independent Director of the Company. Ms. McWhinney retired from Citigroup Inc., one of the largest financial services firms, in 2013 as Chief Executive Officer of Global Enterprise Payments. She joined Citigroup in 2009 as President of Wealth Management & Personal Banking. Ms. McWhinney also co-chaired Citi Women, an internal program to improve training and sponsorship for women across the group and to develop high potential female executives. Prior to Citigroup, she spent six years as President of Charles Schwab Corp.’s division that serves financial advisors and was a member of the Schwab Bank board of directors. Ms. McWhinney is a board member of IHS Markit Ltd., Focus Financial Partners, Inc., and Fluor Corporation. Previously, she served on the Board of Lloyds Banking Group from 2015 to 2018, where she was Chair of the Cyber and IT Resilience Committee, and Fresenius Medical Company from 2016 to 2018. She is also on the Board of Trustees for the California Institute for Technology and the Institute for Defense Analyses. In Ms. McWhinney’s former role at Citigroup, she was responsible for developing and implementing new mobile and online services around the globe for some of the world’s largest corporations and governments. The expertise Ms. McWhinney has gained in her career, and through her service on the boards of other public companies contributes financial expertise, knowledge of cyber security matters, and broad understanding of corporate governance matters. Ms. McWhinney holds a Bachelor of Science in Communications from the University of Montana.

Vicki Sato

Dr. Vicki L. Sato, Ph.D., is Independent Director of BorgWarner Inc. Dr. Sato is an accomplished executive and scientist with an extensive background advising and leading companies in life sciences innovation. Dr. Sato served as Professor of Management Practice at Harvard Business School from 2006 until her retirement in 2017. At Harvard, she was Founding Faculty Chair of the Blavatnik Fellowship in Life Science Entrepreneurship program. From 1992 to 2005, she was with Vertex Pharmaceuticals, initially as Chief Scientific Officer and Chair of the scientific advisory board, and subsequently as President from 2000 to 2005. Prior to joining Vertex, she was with Biogen, Inc., from 1984 to 1992, concluding her tenure there as Vice President of Research and as a member of the scientific advisory board. Dr. Sato continues to serve as a business advisor to enterprises in the biotechnology and pharmaceutical industries. She is currently a director of Bristol Myers Squibb Company and Syros Pharmaceuticals, Inc. as well as Non-Executive Chair of Denali Therapeutics, Inc., all publicly-held companies. Previously, Dr. Sato served as a director of PerkinElmer from 2003 to 2017. In addition to her public board service, she is Chairman to privately held Vir Biotechnology, Inc. She was recently appointed co-chair of the Advisory Council of LifeSci: NYC, a public service group that advises New York City on matters of life science competitiveness. She is the author of numerous professional publications and received her AB, AM, and Ph.D. degrees from Harvard University. Dr. Sato’s previous roles as chief scientific officer and vice president of research for multi-national companies, as well as her academic work on science-driven entrepreneurship, allow her to offer guidance as we develop our technology initiatives and collaborative efforts. The expertise Dr. Sato has gained through her service on the boards of other public companies contributes broad understanding of corporate governance matters.

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