Borgwarner (BWA) executive compensation, 2026 proxy

Joseph F. Fadool, President and Chief Executive Officer, was paid $15.5M in 2025, up 114% from $7.3M the year before. The CEO-to-median-employee pay ratio was 326:1, on median employee pay of $47,910.

Filed
March 19, 2026
Annual meeting
April 29, 2026
Pay year
2025
Named executives
6
CEO total pay
$15.5M+114% vs prior year
CEO to median employee
326:1median $47,910
CEO pay in equity
68%$10.6M in awards
Prior say-on-pay support
86%of votes cast
CEO Total Compensation
$15.5MFor fiscal 2025
CEO Pay Ratio
326:1Based on annualized CEO pay
Median Employee Pay
$47,910Located in Poland
Say-on-Pay Support
86.4%At the 2025 Annual Meeting

How Fadool was paid

$15.5M in total for 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary8%Stock awards68%Non-equity incentive21%All other compensation3%

Named executive officers

ExecutiveTotal
Joseph F. FadoolPresident and Chief Executive Officer$15,539,233
Craig D. AaronExecutive Vice President and Chief Financial Officer$5,412,315
Stefan DemmerleVice President, President and General Manager, BorgWarner PowerDrive Systems$6,078,438
Volker WengVice President, President and General Manager, BorgWarner Turbos and Thermal Technologies$5,585,556
Tonit M. CalawayExecutive Vice President, Chief Administrative Officer, General Counsel and Secretary$5,587,120
Frédéric B. LissaldeFormer President and Chief Executive Officer$9,705,656

What changed and why

  • Joseph F. Fadool became President and CEO effective February 6, 2025, succeeding Frédéric B. Lissalde.
  • $15.5MCEO total compensation was $15,539,233 for 2025 compared to $7,275,809 in the prior year following his promotion.
  • 175%The Management Incentive Plan paid out at 175% of target for the CEO due to strong margin and cash flow performance.
  • $1,208MCompany performance exceeded guidance, delivering Adjusted Operating Margin of 10.80% and Free Cash Flow of $1,208 million.

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.