OMB
APPROVAL
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OMB
Number:
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3235-0059
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Expires:
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January 31,
2009
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Estimated
average burden hours per response
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14
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Check the
appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
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X
Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to
§240.14a-12
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1) Title
of each class of securities to which transaction
applies:
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2) Aggregate
number of securities to which transaction applies:
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3) Per
unit price or other underlying value of transaction computed pursuant to
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Check box if any part of the fee is offset as provided by Exchange Act
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filing.
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1) Amount
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2) Form,
Schedule or Registration Statement No.:
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3) Filing
Party:
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4) Date
Filed:
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1.
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To elect the
nominees for Class III Directors to serve for the next three
years;
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2.
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To vote
upon a proposal to approve an amendment to the Company’s Restated
Certificate of Incorporation to increase the authorized common stock of
the Company from 150,000,000 shares to 390,000,000
shares;
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3.
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To ratify the
appointment of Deloitte & Touche LLP as the independent registered
public accounting firm for the Company for 2008;
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4.
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To transact
such other business as may properly come before the meeting or any
adjournment or postponement thereof.
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•
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Signing and returning the
accompanying proxy card;
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OR
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•
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Voting
by telephone or by the Internet (See proxy card for
instructions.);
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•
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Voting in person at the meeting
(if you are a stockholder of record).
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Class I
Directors
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Age
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Principal Occupation and
Directorships
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Phyllis O.
Bonanno
1999
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64
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Ms. Bonanno
has been President and CEO of International Trade Solutions, Inc., an
international trade consulting firm, since March 2002. She was the
President of TradeBuilders, Inc. from October 2000 until October 2001. She
was President of Columbia College from July 1997 until March 2000. She is
also a director of Adams Express Company, Mohawk Industries, Inc. and
Petroleum & Resources Corporation.
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Alexis P.
Michas
1993
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50
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Mr. Michas
has been the Managing Partner of Stonington Partners, Inc., an
investment management firm since 1996. He is also a director of AirTran
Airways, Inc., PerkinElmer, Inc., Lincoln Educational Services Corporation
and a number of privately-held companies.
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||||
Richard O.
Schaum
2005
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61
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Mr. Schaum served
as the 2007 President of the Society of Automotive Engineers and has
been General Manager, 3rd Horizon Associates LLC, a technology
assessment and development company, since May 2003. He was Vice
President and General Manager of Vehicle Systems for WaveCrest
Laboratories, Inc. from October 2003 until June 2005. He was Executive
Vice President, Product Development for DaimlerChrysler Corporation from
January 2000 until his retirement in March 2003.
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Thomas T.
Stallkamp
2006
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61
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Mr. Stallkamp
has been an Industrial Partner in Ripplewood Holdings LLC, a New York
private equity group, since July 2004. From 2003 to 2004, he served as
Chairman of MSX International, Inc., a global provider of
technology-driven engineering, business and specialized staffing services,
and from 2000 to 2003 he served as its Vice Chairman and Chief Executive
Officer. From 1980 to 1999, Mr. Stallkamp held various positions with
DaimlerChrysler Corporation and its predecessor Chrysler Corporation, the
most recent of which were Vice Chairman and President. Mr. Stallkamp
also serves as a Director of Baxter International,
Inc.
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Class II
Directors
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Age
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Principal Occupation and
Directorships
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Jere A.
Drummond
1996
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68
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Mr. Drummond
retired from the BellSouth Corporation on December 31, 2001. He
served as Vice Chairman of the BellSouth Corporation from January 2000
until his retirement. He was President and Chief Executive Officer
of BellSouth Communications Group, a provider of traditional telephone
operations and products, from January 1998 until December 1999. He
was President and Chief Executive Officer of BellSouth Telecommunications,
Inc. from January 1995 until December 1997 and was elected a director of
BellSouth Telecommunications, Inc. in 1993. He is also a director of
AirTran Holdings, Inc. Centillium Communications, Inc. and SAIC,
Inc.
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Timothy M.
Manganello
2002
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58
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Mr. Manganello
has been Chairman of the Board since June 2003 and Chief Executive Officer
of the Company since February 2003. He was also President and Chief
Operating Officer from February 2002 until February 2003. He was
Executive Vice President from June 2001 until February 2002. He was
Vice President of the Company from February 1999 until June 2001 and
President and General Manager of BorgWarner TorqTransfer Systems Inc.
("TorqTransfer Systems") from February 1999 until February 2002. He
was appointed a director of the Company in 2002. Mr. Manganello is
also a director of Bemis Company, Inc. and he serves as the
Board Chairman of Federal Reserve Bank of Chicago, Detroit
branch.
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Ernest J.
Novak, Jr.
2003
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63
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Mr. Novak
retired as a Managing Partner from Ernst & Young in June 2003.
He was a Managing Partner from 1986 until June 2003. Mr. Novak is
also a director of A. Schulman, Inc. and FirstEnergy
Corp.
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Class III
Directors
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Age
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Principal Occupation and
Directorships
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Robin J.
Adams
2005
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54
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Mr. Adams
has been Executive Vice President, Chief Financial Officer and Chief
Administrative Officer since April 2004. He was Executive Vice
President — Finance and Chief Financial Officer of American
Axle & Manufacturing Holdings Inc. (“American Axle”) from July
1999 until April 2004. Prior to joining American Axle, he was Vice
President and Treasurer and principal financial officer of BorgWarner Inc.
from May 1993 until June 1999. Mr. Adams also is a member of the
Supervisory Board of BERU AG.
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David T.
Brown
2004
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59
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Mr. Brown
retired from Owens Corning on December 31, 2007. He was
President and Chief Executive Officer of Owens Corning from April 2002
until his retirement. He was Executive Vice President and Chief Operating
Officer from January 2001 to March 2002. He was Vice President of Owens
Corning and President, Insulating Systems Business from January 1997 to
December 2000.
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Paul E.
Glaske
1994
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73 | Mr. Glaske was Chairman, President and Chief Executive Officer from April 1992 until his retirement in October 1999 of Blue Bird Corporation, a leading manufacturer of school buses, motor homes and a variety of other vehicles. Mr. Glaske is also a director of Lincoln Educational Services Corporation, Energy Transfer Partners, L.P. and Energy Transfer Equity, L.P. |
•
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a director
who is an employee, or whose immediate family member is an executive
officer, of the Company is not “independent” until three years after the
end of such employment relationship.
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•
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a director
who receives, or whose immediate family member receives, more than
$100,000 per year in direct compensation from the Company, other than
director and committee fees or other forms of deferred compensation for
prior service (provided such compensation is not contingent in any way on
continued service), is not “independent” until three years after he or she
ceases to receive more than $100,000 per year in such
compensation.
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•
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a director
who is affiliated with or employed by, or whose immediate family member is
affiliated with or employed in a professional capacity by, a present or
former internal or external auditor of the Company, is not “independent”
until three years after the end of the affiliation or the employment or
auditing relationship.
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•
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a director
who is employed, or whose immediate family member is employed, as an
executive officer of another company where any of the Company’s present
executives serve on that company’s compensation committee, is not
“independent” until three years after the end of such service or the
employment relationship.
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•
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a director
who is an executive officer or an employee, or whose immediate family
member is an executive officer, of a company that makes payments to, or
receives payments from, the listed company for property or services in an
amount which, in any single fiscal year, exceeds the greater of
$1 million, or 2% of such other company’s consolidated gross
revenues, is not “independent” until three years after falling below such
threshold.
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•
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a director
who is not considered independent by relevant statute or regulation is not
“independent.”
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•
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personal and
professional ethics, integrity and values;
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•
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the education
and breadth of experience necessary to understand business problems and
evaluate and postulate solutions;
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•
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interest and
availability of time to be involved with the Company and its employees
over a sustained period;
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•
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stature to
represent the Company before the public, stockholders and various others
who affect the Company;
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•
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willingness
to objectively appraise management performance in the interest of the
stockholders;
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•
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open
mindedness on policy issues and areas of activity affecting overall
interests of the Company and its stockholders;
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•
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involvement
only in activities and interests that do not create a conflict with the
director’s responsibilities to the Company and its
stockholders;
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•
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ability to
evaluate strategic options and risks;
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•
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contribution
to the Board’s desired diversity and
balance;
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•
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willingness
to limit public company board service to four or fewer boards of public
companies, unless the Corporate Governance Committee approves otherwise;
and
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•
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agreement
to tender promptly following their election an irrevocable resignation
effective upon failure to receive the required vote for re-election at the
next meeting at which such person would face re-election and upon
acceptance of such resignation by the Board of
Directors.
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Number
of
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Percent
of
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|||||||
Name and Address of Beneficial
Owner
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Shares
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Class
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||||||
UBS
AG
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16,354,032
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(a)
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14.1
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%
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||||
Bahnhofstrasse
45,
PO Box CH-8021
Zurich,
Switzerland
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||||||||
AXA Financial, Inc.
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6,014,168
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(b)
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5.2
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%
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||||
1290 Avenue of the Americas
New York, New York 10104
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(a)
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Pursuant to a
Schedule 13G/A dated February 14, 2008 on behalf of UBS AG
indicating that it had sole voting power for 15,036,076 and shared
dispositive power for 16,354,032.
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(b)
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Pursuant to a
Schedule 13G/A dated February 29, 2008 on behalf of AXA
Financial, Inc., AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie
Mutuelle, AXA Courtage Assurance Mutuelle and AXA indicating that it had
sole voting power for 3,989,220 shares, shared voting power for 167,866
shares, and sole dispositive power for 6,014,168
shares.
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Amount
and Nature
of Stock Ownership(b)(c)
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||||||||
Name of Beneficial
Owner (a)
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Percent of
Class
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|||||||
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||||||||
Timothy M.
Manganello
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350,598.93
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*
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||||||
Robin J.
Adams
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182,184.36
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*
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||||||
Bernd
Matthes
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43,556.00
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*
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||||||
Cynthia
Niekamp
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73,246.71
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*
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||||||
Roger J.
Wood
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120,955.38
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*
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||||||
Phyllis O.
Bonanno
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33,428.00
|
*
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||||||
David T.
Brown
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5,682.00
|
*
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||||||
Jere A.
Drummond
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37,704.00
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*
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||||||
Paul E.
Glaske (d)
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71,322.00
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*
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||||||
Alexis P.
Michas
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183,014.00
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*
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||||||
Ernest J.
Novak, Jr.
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20,104.00
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*
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||||||
Richard O.
Schaum
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7,568.00
|
*
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|||||
Thomas T.
Stallkamp
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6,674.00
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*
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||||||
All directors
and executive officers of the Company (18 persons)
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1,737,264.16
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1.48%
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*
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Represents
less than one percent.
|
(a)
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For purposes
of the above table, the address for each named person is 3850 Hamlin Road,
Auburn Hills, Michigan 48326.
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(b)
|
Includes
the following number of shares issuable upon the exercise of options
within the next 60 days: 80,926 for Mr. Adams; 24,000 for
Ms. Bonanno; 28,000 for Mr. Drummond; 28,000 for
Mr. Glaske; 112,440 for Mr. Manganello; 14,840 for Mr. Matthes;
24,000 for Mr. Michas; 28,000 for Ms. Niekamp; 8,000 for
Mr. Novak; 39,418 for Mr. Wood; and 675,186 for all directors
and executive officers of the Company.
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(C)
|
Includes all shares with respect to which each officer or director directly, or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares the power to vote or to direct voting of such shares or to dispose or to direct the disposition of such shares. |
(d)
|
Retiring at April 30, 2008 Annual Meeting of Stockholders |
·
|
attract and
retain the best possible executive
talent,
|
·
|
motivate
these executives to achieve goals that support the Company’s business
strategy (including growth and the creation of long term
value),
|
·
|
link
executives’ and stockholders’ interests through equity-based plans,
and
|
·
|
provide a
compensation package that is based on individual performance as well as
overall business results.
|
AMSTED
Industries, Inc.
|
Fleetwood
Enterprises, Inc.
|
Praxair
Inc.
|
BAE Systems,
Inc.
|
Freightliner
LLC
|
Robert Bosch
Corporation
|
Ball
Corporation
|
Harley-Davidson
Motor Co.
|
The
Sherwin-Williams Co.
|
Brunswick
Corporation
|
Illinois Tool
Works Inc.
|
SPS
Technologies Inc.
|
Cummins
Inc.
|
Intl Truck
and Engine Corp.
|
Thyssen Krupp
Budd Co.
|
Dana
Corporation
|
ITT
Industries, Inc.
|
The Timken
Company
|
Denso Intl
America, Inc.
|
Kennametal
Inc.
|
TRW
Automotive Inc.
|
Donaldson
Company Inc.
|
Metaldyne
Corporation
|
Valmont
Industries Inc.
|
Dover
Corporation
|
PACCAR
Inc.
|
Worthington
Industries Inc.
|
Eastman
Chemical Co.
|
Parker
Hannifin Corporation
|
|
Eaton
Corporation
|
Polaris
Industries Inc.
|
Year 1:
2005
|
Year 2:
2006
|
Year 3:
2007
|
|
Threshold
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Base
EV
|
Base
EV
|
Base
EV
|
Target
|
Base + 1% of OI
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Base + 2% of OI
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Base + 3% of OI
|
Maximum
|
Base + 2% of OI
|
Base + 4% of OI
|
Base + 6% of OI
|
2008
|
2009
|
2010
|
|
Threshold
|
Base
EV
|
Base
EV
|
Base
EV
|
Target
|
Base + 0.5% of OI
|
Base + 1% of OI
|
Base + 1.5% of OI
|
Maximum
|
Base + 1% of OI
|
Base + 2% of OI
|
Base + 3% of OI
|
BorgWarner
Inc.
|
BERU*
|
Business
Group
|
Business
Unit
|
|
T.
Manganello, CEO
|
90%
|
10%
|
||
R. Adams,
CFO
|
90%
|
10%
|
||
R. Wood,
President, Turbo/Emissions
|
20%
|
10%
|
15%
|
55%
|
C. Niekamp,
President, TorqTransfer Systems
|
30%
|
15%
|
55%
|
|
B. Matthes,
President, Transmission Systems
|
30%
|
15%
|
55%
|
BorgWarner
TSR Percentile to Peer Group
|
Percent of
Target Number of Performance Shares Earned
|
Below 25th
percentile
|
0.000%
|
25th
percentile
|
25.000%
|
35th
percentile
|
43.750%
|
50th
percentile
|
71.875%
|
65th
percentile
|
100.000%
|
75th
percentile
|
130.000%
|
90th
percentile
|
175.000%
|
Position
|
Stock Ownership
Guideline
|
CEO
|
Three times
average salary plus bonus for prior three years
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CFO and
Presidents
|
Two times
average salary plus bonus for prior three
years
|
Name and
Principle Position
|
Year
|
Salary
|
Bonus
(1)
|
Stock Awards
(2)
|
Option Awards
(3)
|
Non-Equity
Incentive Plan Compensation (4)
|
Change in
Pension Value and Non-Qualified Deferred Compensation Earnings
(5)
|
All Other
Compensation
|
Total
|
||||||||||||||||||||||||
($)
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($)
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($)
|
($)
|
($)
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($)
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($)
|
($)
|
||||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
||||||||||||||||||||||||
Timothy M.
Manganello
|
2007
|
900,000 | - | 6,296,024 | 1,030,051 | 2,666,782 | - | 237,695 | 11,130,552 | ||||||||||||||||||||||||
Chairman and
CEO
|
2006
|
900,000 | - | 315,529 | 494,516 | 624,118 | - | 293,431 | 2,627,594 | ||||||||||||||||||||||||
Robin J.
Adams
|
2007
|
466,000 | - | 1,644,501 | 445,985 | 1,061,342 | - | 111,776 | 3,729,604 | ||||||||||||||||||||||||
EVP, CFO and
CAO
|
2006
|
466,000 | - | 167,811 | 295,042 | 215,686 | - | 150,336 | 1,294,875 | ||||||||||||||||||||||||
Roger J.
Wood
|
2007
|
395,000 | - | 1,271,210 | 254,809 | 709,924 | - | 158,982 | 2,789,925 | ||||||||||||||||||||||||
President and
GM, Turbo / Emission Systems
|
2006
|
395,000 | - | 117,169 | 123,333 | 329,835 | - | 249,738 | 1,215,075 | ||||||||||||||||||||||||
Cynthia A.
Niekamp
|
2007
|
365,000 | - | 1,032,589 | 213,575 | 875,385 | - | 58,724 | 2,545,274 | ||||||||||||||||||||||||
President and
GM, TorqTransfer Systems
|
2006
|
365,000 | 85,000 | 117,169 | 119,341 | 43,448 | - | 90,256 | 820,214 | ||||||||||||||||||||||||
Bernd W.
Matthes(6)
|
2007
|
365,000 | - | 1,032,589 | 198,144 | 326,478 | - | 321,672 | 2,243,883 | ||||||||||||||||||||||||
President and
GM, Transmission Systems
|
2006
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
(1) $85,000 sign-on bonus paid
in 2006 per 2004 employment offer.
|
|||||||||||||||||||||||||||||||||
(2) 2007
compensation expense of the 2005, 2006, and 2007 performance share awards.
Assumptions used in the
|
|||||||||||||||||||||||||||||||||
calculations
of these amounts are included in the Company’s audited financial
statements for the fiscal year ended December 31, 2007,
|
|||||||||||||||||||||||||||||||||
included in
the Company’s Summary Annual Report for 2008 filed with the Securities and
Exchange Commission (See Note 12 on pages 49-52).
|
|||||||||||||||||||||||||||||||||
This also
includes the 2007 compensation expense of the August 3, 2007 Recognition
and Retention Grant to Mr. Manganello.
|
|||||||||||||||||||||||||||||||||
Details of
this grant were disclosed in an 8-K filing on August 7, 2007. The
compensation expense reported for 2006 included the
|
|||||||||||||||||||||||||||||||||
2004 ESPP
award and the 2005 and 2006 performance share awards. Assumptions used in
the 2006 calculations were included in
|
|||||||||||||||||||||||||||||||||
the Company’s
2006 Annual Report filed with the Securities and Exchange Commission (See
Note 13 on pages 55-58).
|
|||||||||||||||||||||||||||||||||
(3) 2007
compensation expense of aggregate grant date fair value of the 2004, 2005,
2006, 2007 Stock Option awards, excluding forfeitures.
|
|||||||||||||||||||||||||||||||||
Assumptions
used in the calculations of these amounts are included in the Company’s
audited financial statements for the fiscal year ended
|
|||||||||||||||||||||||||||||||||
December 31, 2007, included in
the Company’s Summary Annual Report for 2008 filed with the Securities and
Exchange Commission (See Note 12 on pages 49-52).
|
|||||||||||||||||||||||||||||||||
The
compensation expense reported for 2006 included the aggregate grant date
fair values of the 2004, 2005, 2006 Stock Option awards,
excluding
|
|||||||||||||||||||||||||||||||||
forfeitures.
Assumptions used in the 2006 calculations were included in the Company’s
2006 Annual Report filed with the Securities and Exchange
|
|||||||||||||||||||||||||||||||||
Commission
(See Note 13 on pages 55-58).
|
|||||||||||||||||||||||||||||||||
(4) Reflects
the 2007 plan year payout, paid in February 2008, under the Management
Incentive Plan (MIP), including Carryover Bonus payments
of
|
|||||||||||||||||||||||||||||||||
$691,606 for
Mr. Manganello, $243,180 for Mr. Adams, $95,801 for Mr. Wood, $80,424 for
Dr. Matthes, and $288,055 for Ms. Niekamp.
|
|||||||||||||||||||||||||||||||||
The 2006 plan
year payout under the MIP included Carryover Bonus payments of $2,582 for
Mr. Manganello, $1,141 for
|
|||||||||||||||||||||||||||||||||
Mr. Adams,
$713 for Mr. Wood. No Carryover Bonus was paid to Ms. Niekamp for the 2006
plan year.
|
|||||||||||||||||||||||||||||||||
(5) The
actual change in the present value of the accumulated pension value
decreased for Dr. Matthes by $98,908 in 2007 due to an increase in
the
|
|||||||||||||||||||||||||||||||||
discount rate
used in 2007 compared to the rate used in 2006. Change in Pension Value
for 2007 was converted from Euro to US Dollar using
|
|||||||||||||||||||||||||||||||||
an exchange
rate of 1 Euro = 1.4598 US Dollar.
|
|||||||||||||||||||||||||||||||||
(6)
Compensation is not reported for Dr. Matthes for 2006 as he was not a
Named Executive Officer.
|
Name
|
Personal Use
of Leased Vehicle
|
Financial
Counseling
|
Personal Use
of Company Aircraft
|
Relocation
Costs (1)
|
Life
Insurance Premiums Paid by Company
|
Tax
Reimbursement
|
Registrant
Contributions to Defined Contribution Plans (2)
|
TOTAL of "All
Other Compensation"
|
||||||||||||||||||||||||
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||||||||
Timothy M.
Manganello
|
17,071 | 10,000 | 6,363 | - | 900 | 10,101 | 193,260 | 237,695 | ||||||||||||||||||||||||
CEO
|
||||||||||||||||||||||||||||||||
Robin J.
Adams
|
9,943 | 10,000 | - | - | 839 | 7,250 | 83,744 | 111,776 | ||||||||||||||||||||||||
CFO
|
||||||||||||||||||||||||||||||||
Roger J.
Wood
|
9,674 | 10,000 | 997 | 28,917 | 711 | 8,944 | 99,739 | 158,982 | ||||||||||||||||||||||||
President,
TBS/E
|
||||||||||||||||||||||||||||||||
Cynthia A.
Niekamp
|
- | 10,000 | 1,477 | - | 657 | 5,061 | 41,529 | 58,724 | ||||||||||||||||||||||||
President,
TTS
|
||||||||||||||||||||||||||||||||
Bernd W.
Matthes
|
9,084 | 10,000 | 606 | 173,905 | 657 | 85,791 | 41,629 | 321,672 | ||||||||||||||||||||||||
President,
TS
|
||||||||||||||||||||||||||||||||
(1) Amounts relating to
relocation from New York to North Carolina and North Carolina to Michigan
for Mr. Wood, and from Germany to Michigan for Dr.
Matthes.
|
||||||||||||||||||||||||||||||||
(2) Amounts
contributed by the Company on behalf of its Named Executive officers
during 2007 pursuant to the provisions of the RSP and the Excess
Plan.
|
||||||||||||||||||||||||||||||||
Name
|
Tax
Reimbursement for Personal Use of Leased Vehicle
|
Tax
Reimbursement for Financial Counseling Services
|
Tax
Reimbursement for Personal Use of Company Aircraft
|
Tax
Reimbursement for Relocation Costs
|
Total Tax
Reimbursement
|
|||||||||||||||
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||||||||||||
Timothy M.
Manganello
|
2,846 | 6,828 | 427 | - | 10,101 | |||||||||||||||
CEO
|
||||||||||||||||||||
Robin J.
Adams
|
2,846 | 4,404 | - | - | 7,250 | |||||||||||||||
CFO
|
||||||||||||||||||||
Roger J.
Wood
|
2,846 | 4,404 | 444 | 1,250 | 8,944 | |||||||||||||||
President,
TBS/E
|
||||||||||||||||||||
Cynthia A.
Niekamp
|
- | 4,404 | 657 | - | 5,061 | |||||||||||||||
President,
TTS
|
||||||||||||||||||||
Bernd W.
Matthes
|
2,798 | 4,404 | 270 | 78,319 | 85,791 | |||||||||||||||
President,
TS
|
||||||||||||||||||||
Name
|
Grant
Date
|
Estimated
Possible Payout Under
|
Estimated
Future Payout Under
|
All Other
Stock Awards: Number of Shares or Stock Units
|
All Other
Option Awards: Number of Securities Underlying Option
|
Exercise or
Base Price of Option Awards (4)
|
Closing
Market Price on Date of Option Grant
|
Grant Date
Fair Value of Stock and Option Awards
|
||||
Non-Equity
Incentive Plan Awards (1)
|
Equity
Incentive Plan Awards
|
|||||||||||
Threshold
|
Target
|
Maximum
|
Threshold
|
Target
|
Maximum
|
|||||||
($)
|
($)
|
($)
|
(#)
|
(#)
|
(#)
|
(#)
|
(#)
|
($/Share)
|
($/Share)
|
($)
|
||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
(k)
|
(l)
|
(m)
|
Timothy M.
Manganello
|
562,500
|
1,125,000
|
2,250,000
|
|||||||||
CEO
|
2/6/2007
(2)
|
22,000
|
88,000
|
154,000
|
3,080,000
|
|||||||
2/6/2007
(3)
|
114,840
|
34.95
|
35.00
|
1,208,117
|
||||||||
8/3/2007
(5)
|
253,274
|
11,166,851
|
||||||||||
Robin J.
Adams
|
233,000
|
466,000
|
932,000
|
-
|
||||||||
CFO
|
2/6/2007
(2)
|
8,350
|
33,400
|
58,450
|
1,169,000
|
|||||||
2/6/2007
(3)
|
43,460
|
34.95
|
35.00
|
457,199
|
||||||||
Roger J.
Wood
|
167,900
|
335,800
|
671,500
|
-
|
||||||||
President,
TBS/E
|
2/6/2007
(2)
|
5,200
|
20,800
|
36,400
|
728,000
|
|||||||
2/6/2007
(3)
|
27,060
|
34.95
|
35.00
|
284,671
|
||||||||
Cynthia A.
Niekamp
|
155,150
|
310,300
|
620,500
|
-
|
||||||||
President,
TTS
|
2/6/2007
(2)
|
3,800
|
15,200
|
26,600
|
532,000
|
|||||||
2/6/2007
(3)
|
19,700
|
34.95
|
35.00
|
207,244
|
||||||||
Bernd W.
Matthes
|
155,100
|
310,300
|
620,500
|
-
|
||||||||
President,
TS
|
2/6/2007
(2)
|
3,800
|
15,200
|
26,600
|
532,000
|
|||||||
2/6/2007
(3)
|
19,700
|
34.95
|
35.00
|
207,244
|
||||||||
(1) 2007 bonus opportunity
under the MIP. Estimated possible payout levels do not reflect carryover
opportunities for the prior years.
|
||||||||||||
(2) 2007
Performance Share Grant: Value of grant = number of target shares times
the closing stock price on grant date of $35.00.
|
||||||||||||
All amounts
reflect values after December 17, 2007 stock split.
|
||||||||||||
(3) 2007
Stock Option Grant: Stock options granted same day as approved by
Compensation Committee of the Board of Directors.
|
||||||||||||
FMV at grant
date = number of shares times $10.52, excluding forfeitures in accordance
with FAS123R. All amounts reflect
|
||||||||||||
values after
December 17, 2007 stock split.
|
||||||||||||
(4) Exercise
Price is the average of the high and the low stock price on day of
grant. Value is adjusted to reflect December 17, 2007 stock
split.
|
||||||||||||
(5) 2007
Recognition and Retention Grant: Value of Grant = number of stock units
times the average of the high and low stock price on
|
||||||||||||
August 3,
2007 of $44.09. Values are adjusted to reflect December 17, 2007 stock
split. Details of this grant were disclosed in an 8-K filing on
August 7, 2007.
|
American
Axle & Manufacturing
|
Johnson
Controls Inc.
|
Tenneco
Automotive Inc.
|
ArvinMeritor
Inc.
|
Lear
Corporation
|
TRW
Automotive Inc.
|
Autoliv
Inc.
|
Magna
International Inc.
|
Visteon
Corporation
|
Gentex
Corporation
|
Modine
Manufacturing Co.
|
|
Option
Awards
|
Stock
Awards
|
|||||||
Name
|
Number of
Securities Underlying Unexercised Options Exercisable (1)
|
Number of
Securities Underlying Unexercised Options Unexercisable
(1)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options
|
Option
Exercise Price (1)
|
Option
Expiration Date (2)
|
Number of
Shares or Units of Stock That Have Not Vested (1)(3)
|
Market Value
of Shares or Units of Stock That Have Not Vested (1)(3)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights
That Have Not Vested (1)(4)
|
Equity
Incentive Plan Awards: Market or Payout of Unearned Shares, Units or Other
Rights That Have Not Vested (1)(4)
|
(#)
|
(#)
|
(#)
|
(#)
|
(#)
|
($)
|
(#)
|
($)
|
||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
(j)
|
Timothy M.
Manganello
|
114,840
|
34.95
|
02/06/2017
|
||||||
CEO
|
100,000
|
29.09
|
07/26/2016
|
||||||
62,000
|
62,000
|
29.04
|
07/27/2015
|
||||||
25,072
|
22.28
|
07/28/2014
|
|||||||
23,064
|
12.66
|
07/24/2012
|
|||||||
2,304
|
12.07
|
07/25/2011
|
|||||||
253,698
|
12,281,514
|
||||||||
311,500
|
15,079,715
|
||||||||
Robin J.
Adams
|
43,460
|
34.95
|
02/06/2017
|
||||||
CFO
|
40,000
|
29.09
|
07/26/2016
|
||||||
15,000
|
15,000
|
29.04
|
07/27/2015
|
||||||
25,926
|
22.28
|
07/28/2014
|
|||||||
40,000
|
22.15
|
04/26/2014
|
|||||||
100,450
|
4,862,785
|
||||||||
Roger J.
Wood
|
27,060
|
34.95
|
02/06/2017
|
||||||
President,
TBS/E
|
28,000
|
29.09
|
07/26/2016
|
||||||
10,000
|
10,000
|
29.04
|
07/27/2015
|
||||||
14,686
|
22.28
|
07/28/2014
|
|||||||
14,732
|
16.52
|
07/23/2013
|
|||||||
74,900
|
3,625,909
|
||||||||
Cynthia A.
Niekamp
|
19,700
|
34.95
|
02/06/2017
|
||||||
President,
TTS
|
21,000
|
29.09
|
07/26/2016
|
||||||
8,000
|
8,000
|
29.04
|
07/27/2015
|
||||||
20,000
|
22.28
|
07/28/2014
|
|||||||
54,950
|
2,660,130
|
||||||||
Bernd W.
Matthes
|
19,700
|
34.95
|
02/06/2017
|
||||||
President,
TS
|
21,000
|
29.09
|
07/26/2016
|
||||||
8,000
|
8,000
|
29.04
|
07/27/2015
|
||||||
6,840
|
22.28
|
07/28/2014
|
|||||||
54,950
|
2,660,130
|
||||||||
(1) All amounts reflect values
after December 17, 2007 stock split.
|
|||||||||
(2) The stock
options noted with expiration dates of 2011, 2012, 2013, and 2014 are
fully vested. Stock options with an expiration date of
|
|||||||||
2015 are 50%
vested, with the other 50% vesting on July 27, 2008. Stock options with an
expiration date of 2016 will vest 50% on July 26, 2008
|
|||||||||
and 50% on
July 26, 2009. Stock options with an expiration date of 2017 will vest 50%
on February 6, 2009 and 50% on February 6, 2010.
|
|||||||||
(3) The
values in columns (g) and (h) represent the number of shares granted and
the year-end value of the August 3, 2007 Recognition and
|
|||||||||
Retention
stock grant to Mr. Manganello, valued at $48.41 per share, which is the
closing stock price on December 31, 2007.
|
|||||||||
Dividend
equivalents earned on Novemeber 15, 2007 are included. Details
of this grant were disclosed in an 8-K filing on August 7,
2007.
|
|||||||||
(4) The
values of columns (i) and (j) are comprised of performance share grants
made under the SIP, issued for the performance periods of
|
|||||||||
2006-2008 and
2007-2009. Column (i) represents the number of all outstanding unearned
performance shares that would be paid out at the
|
|||||||||
end of each
performance period if maximum TSR performance is achieved. The maximum
value was assumed based on actual performance
|
|||||||||
over the most
recent period at maximum levels. Column (j) represents the number of
performance shares in column (i) times the closing
|
|||||||||
stock price
of $48.41 on December 31, 2007. Actual future payouts will depend on
several factors, including (i) the number of performance
|
|||||||||
shares that
are earned, as determined after the end of the performance period based on
the level at which the applicable performance goals
|
|||||||||
have been
achieved, as described on page 16; and (ii) the fair market value of
stock, as defined in the Plan.
|
|||||||||
|
Option
Awards
|
Stock
Awards
|
||
Number of
Shares Acquired on Exercise (1)
|
Value
Realized On Exercise
|
Number of
Shares Acquired on Vesting (2)
|
Value
Realized On Vesting (3)
|
|
Name
|
(#)
|
($)
|
(#)
|
($)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
Timothy M.
Manganello
|
-
|
-
|
64,575
|
3,126,076
|
CEO
|
||||
Robin J.
Adams
|
-
|
-
|
32,288
|
1,563,062
|
CFO
|
||||
Roger J.
Wood
|
-
|
-
|
23,975
|
1,160,630
|
President,
TBS/E
|
||||
Cynthia A.
Niekamp
|
-
|
-
|
23,975
|
1,160,630
|
President,
TTS
|
||||
Bernd W.
Matthes
|
7,740
|
355,586
|
23,975
|
1,160,630
|
President,
TS
|
||||
(1) Stock option exercises on
June 19, 2007 were comprised of two exercises, 4,320
shares
|
||||
that were
granted on July 23, 2003 and 3,420 shares granted on July 24,
2004.
|
||||
(2) Number of
“shares” disclosed in column (d) represents the total number of
performance
|
||||
shares earned
for the 2005-2007 performance period and paid in 2008. The
performance
|
||||
shares are
actually paid 60% in stock and 40% in cash.
|
||||
(3) Amount in
column (e) is equal to the number of units vested multiplied by $48.41,
which
|
||||
is the
closing stock price at the end of the performance period on December 31,
2007.
|
Name
|
Plan
Name
|
Number of
Years Credited Service
|
Present Value
of Accumulated Benefit (1)
|
Payment
During Last Fiscal Year
|
|||||||||
(#)
|
($)
|
($)
|
|||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
|||||||||
Timothy
M. Manganello
|
- | - | - | ||||||||||
C CEO
|
|||||||||||||
Robin J. Adams
|
- | - | - | ||||||||||
CFO
|
|||||||||||||
Roger J. Wood
|
- | - | - | ||||||||||
President,
TBS/E
|
|||||||||||||
Cynthia A. Niekamp
|
- | - | - | ||||||||||
President, TTS
|
|||||||||||||
Bernd W. Matthes
|
BorgWarner
Transmission Systems GmbH Pension Plan
|
11.8 | 593,026 | - | |||||||||
President, TS
|
|||||||||||||
(1) Converted from Euro to US
Dollar using an exchange rate of 1 Euro = 1.4598 US Dollar for SFAS 87/158
disclosure purposes.
|
. Mortality
Tables: Heubeck 2005G
|
.
Discount Rate: 5.75%
|
.
Retirement Age: 65
|
. Annual
Pension Increase: 1.75%
|
Name
|
Executive
Contributions in Last FY
|
Registrant
Contributions in Last FY
|
Aggregate
Earnings in Last FY
|
Aggregate
Withdrawals/ Distributions
|
Aggregate
Balance at Last FYE
|
|||||||||||||||||
($)
|
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
|||||||||||||||||
Timothy M.
Manganello,
|
||||||||||||||||||||||
CEO
(1
|
) | - | - | - | - | - | ||||||||||||||||
(2 | ) | - | 169,385 | 292,008 | - | 1,795,324 | ||||||||||||||||
Robin J.
Adams,
|
||||||||||||||||||||||
CFO
(1
|
) | - | - | - | - | - | ||||||||||||||||
(2 | ) | - | 59,369 | 74,161 | - | 347,086 | ||||||||||||||||
Roger J.
Wood
|
||||||||||||||||||||||
President,
TBS/E (1
|
) | - | - | 21,313 | - | 273,551 | ||||||||||||||||
(2 | ) | - | 72,476 | 60,144 | - | 486,045 | ||||||||||||||||
Cynthia A.
Niekamp
|
||||||||||||||||||||||
President,
TTS
(1
|
) | - | - | - | - | - | ||||||||||||||||
(2 | ) | - | 21,206 | 12,309 | - | 120,009 | ||||||||||||||||
Bernd W.
Matthes
|
||||||||||||||||||||||
President,
TS
(1
|
) | - | - | - | - | - | ||||||||||||||||
(2 | ) | - | 20,279 | 2,879 | - | 62,004 | ||||||||||||||||
(1) Deferred Compensation
Plan
|
||||||||||||||||||||||
(2) Excess
Plan
|
||||||||||||||||||||||
No Deferred
Compensation elections were made by Named Executive Officers for fiscal
year 2007.
|
Barclays
Equity Index:
|
5.38%
|
Barclays Life
Path 2010:
|
5.08%
|
Barclays Life
Path 2015:
|
4.73%
|
Barclays Life
Path 2020:
|
4.42%
|
Barclays Life
Path 2025:
|
4.01%
|
Barclays Life
Path 2030:
|
3.82%
|
Barclays Life
Path 2035:
|
3.52%
|
Barclays Life
Path 2040:
|
3.34%
|
Barclays Life
Path 2045:
|
3.06%
|
Barclays Life
Path RET:
|
5.24%
|
BGI US Debt
Index:
|
6.95%
|
BorgWarner
Company Stock:
|
65.41%
|
Buffalo Small
Cap:
|
(.33%)
|
Harbor
International Fund:
|
21.82%
|
TRP Stable
Value Fund, Sched N1:
|
4.73%
|
Vanguard Mid
Cap Index:
|
6.22%
|
Name
|
Payment
Triggering Events Not In Connection with a Change of Control
("CoC")
|
Payment
Triggering Events In Connection with a CoC
|
|||||||||||
Involuntary
Termination
|
Voluntary
Termination
|
Involuntary
Termination
|
Voluntary
Termination
|
||||||||||
with Cause
(1)
|
without Cause
(2)
|
with Good
Reason (3)
|
without Good
Reason (3)
|
Retirement
(2)
|
Death
(4)
|
Disability
(2)
|
CoC
only
|
with Cause
(6)
|
without Cause
(5)
|
for Good
Reason (5)
|
without Good
Reason (7)
|
||
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
||
Timothy M.
Manganello
|
1,795,324
|
10,259,153
|
4,559,606
|
4,559,606
|
14,938,414
|
12,305,474
|
11,805,474
|
-
|
-
|
34,949,750
|
34,949,750
|
-
|
|
CEO
|
|||||||||||||
Robin J.
Adams
|
347,086
|
4,943,330
|
2,365,582
|
2,365,582
|
6,591,869
|
5,994,519
|
5,528,519
|
-
|
-
|
8,232,553
|
8,232,553
|
-
|
|
CFO
|
|||||||||||||
Roger J.
Wood
|
759,596
|
3,642,755
|
1,806,845
|
1,806,845
|
4,741,778
|
4,402,118
|
4,007,118
|
-
|
-
|
6,612,416
|
6,612,416
|
-
|
|
President,
TBS/E
|
|||||||||||||
Cynthia A.
Niekamp
|
120,009
|
2,798,941
|
797,569
|
797,569
|
3,624,882
|
3,429,202
|
3,064,202
|
-
|
-
|
4,486,334
|
4,486,334
|
-
|
|
President,
TTS
|
|||||||||||||
Bernd W.
Matthes
|
62,004
|
2,026,886
|
574,422
|
574,422
|
2,852,827
|
2,622,147
|
2,292,147
|
-
|
-
|
4,492,694
|
4,492,694
|
-
|
|
President,
TS
|
|||||||||||||
(1) Includes
vested balance of the Excess Plan and vested balance of the Deferred
Compensation Plan (Mr. Wood only).
|
|||||||||||||
(2) Includes
2007 MIP payment, value of vested stock options, 2005-2007 PSP payment,
vested balance of the
|
|||||||||||||
Excess Plan,
and vested balance of the Deferred Compensation Plan (Mr. Wood
only).
|
|||||||||||||
(3) Includes
value of vested stock options, vested balance of the Excess Plan, and
vested balance of the Deferred
|
|||||||||||||
Compensation
Plan (Mr. Wood only).
|
|||||||||||||
(4) Includes
2007 MIP payment, value of vested stock options, 2005-2007 PSP payment,
vested balance of the
|
|||||||||||||
Excess Plan,
vested balance of the Deferred Compensation Plan (Mr. Wood only), and life
insurance.
|
|||||||||||||
(5) Includes
cash severance payment based on three times the average of base plus
bonus, 2007 MIP payment,
|
|||||||||||||
stock option
payment, 2007 stock unit payment, 2006-2008 and 2007-2009 performance
share payment, retirement benefit based on
|
|||||||||||||
three times
the 2007 Company contributions to the RSP, value of welfare benefits (i.e.
health care, life
|
|||||||||||||
insurance,
and disability insurance coverage for 3 years), outplacement services, and
excise tax and tax
|
|||||||||||||
gross-up
payment.
|
|||||||||||||
(6) While
there are no additional payments associated with Involuntary Termination
for Cause associated with a
|
|||||||||||||
Change of
Control, each Named Executive Officer would be eligible for the same
payments listed under footnote (1) above.
|
|||||||||||||
(7) While
there are no additional payments associated with Voluntary Termination
without Good Reason associated
|
|||||||||||||
with a Change
of Control, each Named Executive Officer would be eligible for the same
payments listed under
footnote (3) above.
|
Name
|
Fees Earned
or Paid in Cash
|
Stock Awards
(1)
|
Option
Awards
|
Aggregate Number of Outstanding
Stock and Option Awards (2)
|
Non-Equity
Incentive Plan Compensation
|
Changes in
Pension Value and Nonqualified Deferred Compensation
Earnings
|
All Other
Compensation
|
Total
|
||||||||||||||||||||||||
($)
|
($)
|
($)
|
(# | ) |
($)
|
($)
|
($)
|
($)
|
||||||||||||||||||||||||
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||||||||
Phyllis O.
Bonanno
|
55,000 | 80,284 | - | 27,782 | - | - | - | 135,284 | ||||||||||||||||||||||||
David T.
Brown
|
55,000 | 55,002 |