DEF 14A 1 bwa3944491-def14a.htm DEFINITIVE PROXY STATEMENT

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )

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BorgWarner Inc.

(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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Notice of 2022 Annual
Meeting of Stockholders
and Proxy Statement

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BorgWarner’s 2021 Year in Review The unprecedented impact of the ongoing global COVID-19 pandemic (“COVID-19”), which started in 2020 and continued through 2021, posed operational challenges that significantly influenced the global economy and our businesses. In addition, the ongoing global shortage of semi-conductors and other supply chain and logistical constraints have negatively impacted our OEM customers as well as our revenue and overall profitability. Against these headwinds, in 2021, BorgWarner Inc. (“BorgWarner” or the “Company”) had:












Sales increased 46% year over year and relative revenue growth compared favorably to BorgWarner’s weighted average market with a relative outperformance of 10.8%*.	Adjusted operating margin (“Adjusted Operating Margin” or “AOM”) of 10.56% exceeded the target set under the Company’s Management Incentive Plan (“MIP”) for 2021, resulting in a payout of 132% on the AOM portion of the 2021 MIP award.	For purposes of MIP, free cash flow (“Free Cash Flow” or “FCF”) of $866 million exceeded the target set under the MIP for 2021, resulting in a payout of 116% on the FCF portion of the 2021 MIP award.

Relative revenue growth, AOM, and FCF are Non-GAAP measures. AOM and FCF exclude the impact of the AKASOL acquisition and a one-time warranty matter. Reconciliations to comparable GAAP measures for relative revenue growth, AOM, and FCF can be found in Appendix A.

In March 2021, we announced Charging Forward, our accelerated electrification strategy. There are three primary elements of the Charging Forward strategy: (1) profitably scaling organic growth in electric vehicles (“EVs”); (2) executing mergers and acquisitions (“M&A”) that expand our EV products; and (3) optimizing our combustion portfolio through planned dispositions of between $3 billion and $4 billion of annual revenue. A key goal of the new strategy is to generate ~45% of our revenue from EVs by 2030.

With this in mind, we began executing our plan to deploy more capital towards M&A. A key example of this M&A activity is the acquisition of AKASOL AG (“AKASOL”), which designs and manufactures customizable battery packs for commercial and industrial applications. On June 4, 2021, we completed our tender offer for AKASOL, resulting in BorgWarner’s ownership of 89% of AKASOL’s outstanding shares. On February 10, 2022, we completed our acquisition of 100% of AKASOL, thereby making AKASOL a wholly-owned subsidiary of BorgWarner. This acquisition is a major piece of Charging Forward as it expands our commercial vehicle and industrial electrification capabilities. Additionally, this transaction positions BorgWarner to capitalize on what it believes to be a fast-growing battery pack market.

In addition to our M&A activity, our organic research and development (“R&D”) strategy will play a significant role in advancing our electrification strategy. Important aspects of the R&D strategy include:

Investing more than $3 billion over the next 5 years on combined R&D and capital spending on technology we develop and manufacture that are incorporated into EVs

EV products approaching 50% of R&D spend before acquisitions by 2025

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		A Clean, Energy-Efficient World REAL COMMITMENT We’ve set a goal to achieve 45% of our revenue from EVs by 2030 and carbon neutrality by 2035 – building on decades of industry leadership in vehicle efficiency.

		TECH-DRIVEN INNOVATION FOR ALL We’re making eMobility available to all by applying cutting-edge technology, deep electrification expertise, and our proven ability to bring innovative solutions to market.






		PARTNERING FOR PROGRESS We’re taking an inclusive approach, engaging the world’s foremost engineers and partnering with original equipment manufacturers across the world to accelerate eMobility.

Aligning Strategy and Executive Compensation

In 2021, we connected the performance shares component of our long-term executive incentive plan (“LTIP”) compensation with our Charging Forward goals by introducing an eProducts revenue mix metric (the “eProducts Revenue Mix Metric”). The products underlying this metric include all products utilized on EVs plus those products and components that are included in hybrid powertrains whose underlying technologies are adaptable or applicable to those used in EVs (the “eProducts”). For example, our inverter and motor products are incorporated into both hybrid and EV architectures. Because of the applicability of such products across different electrified propulsion architectures, we believe all of the eProducts that we develop and manufacture enhance our overall competency in EV technology and provide scale in electronics. Growing these eProducts is also consistent with our vision of a clean, energy-efficient world and supports our longer-term sustainability efforts. In addition to the eProducts revenue mix metric (the “eProducts Revenue Mix Metric”), we also introduced a new cumulative Free Cash Flow (“Cumulative Free Cash Flow”) metric (the “Cumulative Free Cash Flow Metric”) intended to ensure we’re driving the cash flow generation needed to support Charging Forward.

Based on these changes, the 2021-2023 performance shares metrics are as follows:

NEW – eProducts Revenue Mix

• Incentivizes eProducts revenue growth as a percentage of total revenue through M&A, organic growth and combustion portfolio dispositions aligned with our Charging Forward goals.

• Ties executive compensation to sustainability strategy, goals, and objectives.

NEW – Cumulative Free Cash Flow

• Focuses on Free Cash Flow generation in the core business to fund R&D investments.

• Supports strategic acquisitions.

Relative TSR

• Aligns LTIP payouts with our performance relative to peer companies.

• Reinforces the link between our executive compensation and stockholder returns.

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Notice of Annual Meeting of Stockholders

DEAR FELLOW STOCKHOLDER:

On behalf of the Board of Directors (our “Board”) and the management of BorgWarner, we invite you to attend the 2022 Annual Meeting of Stockholders (the “Annual Meeting”) at our world headquarters located at 3850 Hamlin Road, Auburn Hills, Michigan, 48326 on Wednesday, April 27, 2022, at 9:00 a.m., local time, for the following purposes:

Items to be Voted:		Board Recommendation	Page
ITEM 1	Elect eight Directors to serve for the next year	vote FOR the Board’s nominees	Page 13
ITEM 2	Approve, on an advisory basis, the compensation of our named executive officers	vote FOR	Page 29
ITEM 3	Ratify the selection of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for 2022	vote FOR	Page 57
ITEM 4	Vote on an amendment to our Restated Certificate of Incorporation to allow 10% of our shares to request a record date to initiate stockholder written consent	vote FOR	Page 62
ITEM 5	Vote on a stockholder proposal to change the share ownership threshold to call a special meeting of the stockholders	vote AGAINST	Page 63
ITEM 6	Transact such other business as may properly come before the meeting or any adjournment or postponement thereof

Only stockholders of record at the close of business on March 1, 2022 are entitled to vote at the meeting or any adjournment or postponement thereof.

Please read the attached proxy statement carefully as it describes in greater detail the matters to be acted upon and your voting rights with respect to those matters. The enclosed proxy card is solicited by the Board.

Along with the attached proxy statement, we are providing you with a copy of our Annual Report on Form 10-K for our fiscal year ended December 31, 2021. Stockholders are not to regard our Annual Report on Form 10-K, which includes our audited financial statements, as proxy solicitation material.

By Order of the Board,

Tonit M. Calaway

Executive Vice President, Chief Administrative Officer,
General Counsel and Secretary

Auburn Hills, Michigan
March 18, 2022

		Date and Time: Wednesday, April 27, 2022 9:00 a.m., local time

	Your Vote is Important!

	You can submit your vote by:

		Telephone Call us free of charge at 1-800-690-6903 and follow the instructions.

		Internet Access the internet, go to www.proxyvote.com and follow the instructions.

		Mail You can vote by mail by requesting a paper copy of the materials, which will include a proxy card. See page 65 for instructions on how to receive a paper copy of our proxy materials.

		In Person If you attend the meeting, you may vote in person if you wish to do so, even if you have previously submitted your proxy.

	IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR OUR ANNUAL MEETING TO BE HELD ON WEDNESDAY, APRIL 27, 2022

	We have elected to furnish materials for the Annual Meeting via the internet. Beginning on or about March 18, 2022, we will mail a notice of internet availability to most of our stockholders containing instructions on how to access the proxy materials and vote online. All of our other stockholders will be sent a copy of our proxy materials by mail or e-mail on or about March 18, 2022. See your proxy card or page 65 for more information on how you can elect to receive your proxy materials over the internet or by e-mail if you received them by mail this year.

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Proxy Summary

This summary of ballot items provides information that you should consider before voting on the items presented at this year’s Annual Meeting. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting. Directors Nelda J. Connors and Dennis C. Cuneo will not stand for re-election at the Annual Meeting.

Proposal 1
To Elect Eight Directors to the Board of Directors

Our Board recommends that you vote “FOR” the Board’s nominees.

				Committees Audit Committee Compensation Committee Corporate Governance Committee Executive Committee Committee Chair Board Skills Notable Auto Industry Experience Experience as Chair/CEO of Multi-National Business Background Contributes to Desired Diversity Legal/Governance Experience Non-U.S. Origin Product or Clean Technology/Electronics Expertise Non-Automotive Technology Expertise Manufacturing Expertise Meets SEC Definition of “Audit Committee Financial Expert”

Sara A. Greenstein	David S. Haffner	Michael S. Hanley	Frédéric B. Lissalde
Independent Former President, Chief Executive Officer, and Board Member, Lydall, Inc. Age: 47 Director since: 2021 Committees: AC, CC Skills:	Independent Retired Chairman and Chief Executive Officer, Leggett & Platt, Inc. Age: 69 Director since: 2020 Committees: CGC Skills:	Independent Retired Global Automotive Leader, Ernst & Young LLP Age: 66 Director since: 2016 Committees: AC* Skills:	President and Chief Executive Officer, BorgWarner Inc. Age: 54 Director since: 2018 Other current directorships: Autoliv, Inc. Committees: EC Skills:

Paul A. Mascarenas	Shaun E. McAlmont	Deborah D. McWhinney	Alexis P. Michas
Independent Venture Partner, Fontinalis Partners LLP; Former Chief Technical Officer, Ford Motor Company Age: 60 Director since: 2018 Other current directorships: United States Steel Corporation, ON Semiconductor Corporation, The Shyft Group Committees: AC, CGC Skills:	Independent President and Chief Executive Officer, Ninjio, LLC Age: 56 Director since: 2020 Committees: CC Skills:	Independent Retired Chief Executive Officer of Global Enterprise Payments, Citigroup Inc. Age: 66 Director since: 2018 Other current directorships: Franklin Templeton ETF Trust, S&P Global Inc. Committees: AC, CC* Skills:	Independent Non-Executive Chair of the Board, BorgWarner Inc.; Managing Partner, Juniper Investment Company, LLC Age: 64 Director since: 1993 Other current directorships: PerkinElmer, Inc. Committees: EC* Skills:

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Proxy Summary

Director Demographics

Director Nominee Tenure	Director Nominee Gender and Racial/Ethnic Diversity	Director Nominee Independence	Director Nominee Age

Corporate Governance Highlights

Independent Board Chair

Annual election of directors

Majority voting standard for election of directors

Robust stockholder engagement

Use of a skills matrix to align Board selection with business strategy

Limit on number of public company directorships Board members may hold (4)

Director retirement policy (age 72)

Clawback and recoupment policies

Share ownership policies

Prohibition of speculative and hedging transactions by all employees and directors

Corporate Sustainability Report

Stockholder right to call a special meeting (20%)

Stockholder right to act by written consent (20%)*

No supermajority voting provisions for common stockholders

Proxy access stockholder right

No stockholder rights plan

* Stockholder right to set record date to act by written consent (10%) pending outcome of vote on Proposal 4.

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Proxy Summary

Proxy Stockholder Engagement

In preparation for the 2022 proxy season, management and our Board continued to conduct extensive outreach with our stockholders during the fourth quarter of 2021.

We contacted our

Top 36 Stockholders

Representing approximately

64% of our outstanding shares (as of September 30, 2021)

We held virtual meetings or calls with

11 Stockholders

Representing holders of approximately

24% of our outstanding shares (as of September 30, 2021)

Our proxy-related stockholder engagement consists of three activities: direct stockholder engagement prior to the filing of the proxy statement; the Annual Meeting; and stockholder engagement following the Annual Meeting.

Pre-Filing Engagement

Annual Meeting of Stockholders

Following the Annual Meeting

● We reached out to our top 36 stockholders to discuss corporate governance, corporate responsibility, and executive compensation matters, and solicit feedback

● Our Board is provided with our stockholders’ feedback for consideration

● The Board and management discussed feedback and whether action should be taken

● Disclosure enhancements are considered

● In the lead-up to the Annual Meeting, we conduct engagement meetings with stockholders who have questions or concerns regarding ballot items

● At the Annual Meeting, our stockholders vote on the election of directors, executive compensation, ratification of our auditors, and other management and stockholder proposals

● Our Board and management review the vote results from our Annual Meeting

● The Board and management discuss vote results and whether action should be taken

● Preparation begins for off-season engagement meetings

We shared and discussed with the full Board the stockholder feedback that we received in 2021. Topics that we discussed with stockholders included, among other things, our Charging Forward strategy, our COVID-19 response, diversity and inclusion initiatives, human capital management, executive compensation, Board composition and refreshment, general business strategy, and sustainability. Engagement with our stockholders is a valuable source of input for our Board and management team and has helped to inform decisions on topics we have discussed.

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Proxy Summary

Proposal 2
Approval, by Advisory Vote, of the Compensation of Our Named Executive Officers			Our Board recommends that you vote “FOR” this proposal.

Why Should You Vote in Favor of Our 2022 Say-on-Pay Proposal?

The fundamental principles underlying the Company’s compensation philosophy are: (1) aligning pay and performance, (2) driving strong business results, (3) focusing on long-term stockholder return, and (4) attracting and retaining high-quality talent.

We continue to refine our executive compensation program to ensure it is consistent with our long-term strategy and provides a strong link between pay and performance. We believe sustainability is fundamental to our long-term strategy. As a result, we introduced the new eProducts revenue mix metric (the “eProducts Revenue Mix Metric”) under the 2021-2023 LTIP, which aligns our executive compensation philosophy with our vision for a clean, energy-efficient world and ties our executive compensation to our sustainability strategy, goals, and objectives. Under the 2021-2023 LTIP, we measure performance for 50% of the performance shares based on the eProducts Revenue Mix Metric, another 25% is based on the Cumulative Free Cash Flow Metric, and the remaining 25% is based on a relative total stockholder return (“Relative TSR”) metric.

The compensation of our named executive officers (“NEOs”) was performance based, with approximately 78%-90% of their total direct compensation (salary and target annual and long-term incentives) at risk and based on Company performance. We regularly meet with our investors to discuss our compensation practices, seek their feedback, and respond to any feedback shared with us. In 2021, the Company’s executive compensation program received substantial stockholder support and was approved, on an advisory basis, by 94.4% of stockholders voting on the proposal at the 2021 Annual Meeting of Stockholders.

For 2021, we delivered AOM of 10.56% and strong levels of Free Cash Flow at $866 million for MIP purposes, both of which were above the target level under our MIP. As a result of this performance, the AOM portion of the MIP award resulted in a payout of 132%. The FCF portion of the MIP award resulted in a 116% payout. With a 50% weighting for each of the metrics, the result was a combined payout of 124% under the 2021 MIP.

Executive Compensation Objectives

Our objective is to maintain an executive compensation program that:

●	Attracts and retains the best global talent
●	Motivates our executives to perform in support of the Company’s business strategies and goals (including growth and the creation of long-term stockholder value) using calculated risks
●	Links executives’ and stockholders’ interests through equity-based incentive plans
●	Provides an equitable compensation package that rewards individual performance in line with overall business results

2021 CEO Target Compensation

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Proxy Summary

Proposal 3
Ratification of Selection of Independent Registered Public Accounting Firm			Our Board recommends that you vote “FOR” this proposal.

Proposal 4
Vote on an Amendment to our Restated Certificate of Incorporation to Enable 10% of Our Shares to Request a Record Date to Initiate Stockholder Written Consent			Our Board recommends that you vote “FOR” this proposal.

Proposal 5
Vote on a Stockholder Proposal to Change Share Ownership Threshold to Call a Special Meeting of the Stockholders			Our Board recommends that you vote “AGAINST” this proposal.

We will also take action upon any other business as may properly come before the 2022 Annual Meeting and any adjournments or postponements of that meeting.

Our Board or proxy holders will use their discretion on other matters that may arise at the 2022 Annual Meeting.

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Sustainability

Sustainability Governance

Our Board’s oversight responsibilities, among other things, require ongoing, in-depth consideration of economic, social, and environmental risks and opportunities. To us, sustainability means driving environmental, social, and governance (“ESG”) initiatives to deliver current and future stakeholder value. We are guided by our BorgWarner Beliefs (“Our Beliefs”) and committed to achieving our vision of a clean, energy-efficient world.

While our full Board oversees and guides our strategic direction, primary board level oversight for certain specific ESG activities has been delegated to the Corporate Governance Committee. The Audit, Compensation, and Corporate Governance Committees have been delegated certain ESG-related responsibilities as follows:

●	The Audit Committee provides oversight of the quality and integrity of the accounting, auditing, financial reporting, and risk management practices of the Company, including assessing the Company’s compliance with ESG-related disclosure requirements.
●	The Compensation Committee oversees human capital management, including diversity, equity and inclusion, and assesses whether ESG goals and milestones, if appropriate, are effectively reflected in executive compensation.
●	The Corporate Governance Committee reviews sustainability strategy, policies, and procedures, including corporate responsibility matters, and receives, reviews, and considers stakeholder feedback on ESG topics. The Corporate Governance Committee also ensures that there is ESG expertise on the Board and awareness of ESG risks and opportunities by the Board and the executive management team.

Our Approach and Commitments

Our Board, executives, and employees know that sustainability is fundamental to the continued long-term success of our Company. As a result, in 2021, we undertook a new materiality assessment to benchmark our sustainability focus and commitments against what is most important to our stakeholders and our business. The assessment identified and prioritized the most important ESG topics to BorgWarner, which were then translated into our sustainability strategy and reporting.

Create a cleaner, more energy-efficient world

Live the BorgWarner Beliefs

Partner with and report to stakeholders

Target 25% of revenue from EVs by 2025

Goal to maintain an overwhelming majority of revenue from fuel-efficient or lower-emissions products

100% of manufacturing facilities are ISO 14001 environmental management certified

Annual water risk assessment of facilities completed; target high and extremely high-risk locations to develop water use plans

Goal to become carbon neutral in our operations – our Scope 1 and Scope 2 emissions* – by 2035

Pledge to advance diversity, equity, and inclusion (D,E,&I) across the globe as signatory of CEO Action for Diversity & Inclusion

Charitable giving from the Company and employees increased to a total of $3.5 million in 2021

Our employees reached 40,000 volunteer hours in 2021

100% of manufacturing facilities are IATF 16949/ISO 9001 quality management certified

At least 80% of high-impact and high-risk suppliers complete the sustainability self-assessment questionnaire

100% completion rate for the annual questionnaire that monitors our compliance culture

Ethics and compliance training offered to 100% of salaried workforce through multiple mediums (online/in-person) and frequent touchpoints

* As defined in the Global Reporting Initiative’s Guidance for Disclosure 305

8 BorgWarner Inc. 2022 Proxy Statement

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Sustainability

Our sustainability objectives work together with Charging Forward and our strategy to generate financial results. Central to those objectives is our commitment to our people practices which foster and cultivate creativity, quick pivots, long-term planning, and operational excellence.

Empowering Our Diverse Teams

We are only able to achieve the results that we do because of our people. As of December 31, 2021, we employed approximately 49,300 globally dispersed employees. We are committed to promoting an environment that is welcoming, stimulating, and inspiring to a team that is committed to innovation.

Our Beliefs are foundational to how we work together across the business, and we believe they support our ability to attract, engage, and retain talent. They support an inclusive environment that nurtures a strong sense of belonging and shared purpose that drives our work.

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Sustainability

We aspire to provide our employees with a workplace experience focused on physical and psychological safety, where there is a strong spirit of authenticity. We cultivate an organizational culture where employees are treated with dignity and respect and their differences are valued and celebrated. We also provide individual and team career growth opportunities that inspire them and the Company to thrive. We are continually strengthening our policies, programs, and processes to ensure alignment with our diversity, equity, and inclusion strategy.

^	The Strategy Board is our executive management team
*	Leadership is defined as those who participate in MIP
**	“New Hire” is defined as an employee who started employment in 2021, except those who joined through the acquisition of AKASOL
***	In the United States

Data as of December 31, 2021

Additional Information

To ensure transparency for all stakeholders, our reporting regarding sustainability matters is aligned with SASB, TCFD, and GRI frameworks. Please refer to the Company’s Sustainability Report available on the Company’s website at www.borgwarner.com/company/sustainability. In this Proxy Statement, we refer to additional materials or information available on or through our website. We do that for informational purposes only. In each case, we are not incorporating the content of our website in this Proxy Statement.

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Charging Forward in 2021

There is no more important challenge for the automotive industry today than the commitment to build vehicles that support a cleaner, more energy-efficient world. For decades, BorgWarner has developed technologies to improve efficiency, emissions, and performance in all types of vehicles. We uncover strong trends and use smart science and technology to address a future based on varying regulations, consumer demands, and automaker requirements. Our proven track record has made us an industry leader in forward-looking propulsion solutions for combustion, hybrid, and electric vehicles. However, as the automotive industry shifts its focus from combustion technology to electric mobility solutions, we recognize the need to rebalance our product portfolio to meet this shift. As demonstrated in the timeline below, BorgWarner has a history of acquiring companies with compelling technology that align with our electrification strategy.

BorgWarner’s strategic expansion of its electrification portfolio began with our acquisition of Remy International, Inc. in 2015. Then, in March 2021, we announced Charging Forward, which significantly accelerated our electrification strategy. By 2025, BorgWarner plans to deploy up to $5.5 billion on M&A activity and dispose of $3 billion to $4 billion in annual revenues from its combustion portfolio. Consistent with our target to dispose of approximately $1 billion of that goal by late 2022, on December 31, 2021, BorgWarner sold its Water Valley, Mississippi facility which had full year sales for 2021 of approximately $180 million.

In addition to our M&A and disposition activity, we are focused on profitably scaling organic growth in EVs and have secured multiple awards over the last several quarters across our EV portfolio. We estimate that we have already booked $2.7 billion of EV program revenue for 2025, which surpasses our 2025 goal of $2.5 billion in organically derived EV revenue. Our management team is fully committed to Charging Forward, and we believe it positions BorgWarner to capitalize on the future of electrification.

Challenging End Market Environment

While 2020 was a challenging year, we could not have predicted the continued fallout that our business would experience over 2021 due to the ongoing effects of COVID-19 and other supply chain disruptions. COVID-19 caused significant and sustained disruptions to our ability and the ability of the automobile industry, our customers, and our suppliers to operate within traditional business norms. In addition to disruptions caused by the ongoing effects of COVID-19, consumer demand shifted heavily towards home goods and electronics. This increased consumer demand quickly overwhelmed ports and created bottlenecks within global supply chains. These logistical complications also contributed to supply chain disruptions, increased commodity costs, rising freight costs, and a host of other adverse operational factors throughout the year. In particular, the continued shortage of semiconductor chips has substantially and negatively impacted production at OEMs and automotive suppliers. These unusual and extenuating external factors challenged our business, but we believe we have been able to successfully meet our customers’ demands. We delivered against our original performance targets, resulting in a 124% payout under our MIP, and made strategic choices that supported our profitable long-term business growth.

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Table of Contents

2	Notice of Annual Meeting of Stockholders
3	Proxy Summary
8	Sustainability
11	Charging Forward in 2021
11	Challenging End Market Environment
13	Proposal 1 Election of Directors

13	Information on Nominees for Directors	Significant Information in this Section
20	Corporate Governance Principles and Board Matters	14 Directors and Nominees
		27 Risk Oversight

29	Proposal 2 Approval, by Advisory Vote, of the Compensation of Our Named Executive Officers
30	Highlights of the 2021 Executive Compensation Program
32	Compensation Discussion and Analysis
36	Executive Summary
41	2021 Executive Compensation Program in Detail
48	Executive Compensation Tables
57	Proposal 3 Ratification of Selection of Independent Registered Public Accounting Firm
58	Fees Paid to PwC
58	Pre-Approval Policies and Procedures
59	Report of the BorgWarner Inc. Audit Committee
60	Security Ownership of Certain Beneficial Owners and Management
61	Delinquent Section 16(a) Reports
61	Code of Ethics
62	Proposal 4 Vote on Amendment to Our Restated Certificate of Incorporation to Allow 10% of Our Shares to Request a Record Date to Initiate Stockholder Written Consent

63	Proposal 5 Vote on Stockholder Proposal to Change Share Ownership Threshold to Call a Special Meeting of Stockholders

65	Other Information	Significant Information in this Section
		65 Internet Availability of Proxy Materials
68	Appendices
68	Appendix A – Non-GAAP Reconciliations
70	Appendix B – Proposed Amendment to Restated Certificate of Incorporation

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PROPOSAL 1 Election of Directors At this meeting, stockholders will elect eight directors to serve a one-year term that will expire at our 2023 Annual Meeting and until their respective successors have been duly elected and qualified. The Board currently consists of ten members. In accordance with our Corporate Governance Guidelines’ director retirement policy that requires retirement when a director reaches the age of 72, Director Dennis C. Cuneo will retire from our Board at the conclusion of his term at the Annual Meeting. Director Cuneo has served as a director for 13 years. Director Nelda J. Connors will not stand for re-election at the Annual Meeting. The Company thanks these two directors for their guidance and service. After a search and qualification process in which a search firm assisted, our Board was pleased to welcome Sara A. Greenstein as a new director in 2021. Effective at the Annual Meeting, the Board has reduced its size to eight members in light of the retirement of Director Cuneo and Director Connors not standing for re-election, and the Board will have no vacancies. The Board expects to appoint current members of our Board to succeed Director Cuneo as Chair of the Corporate Governance Committee and as a member of the Compensation and Executive Committees and Director Connors as a member of the Audit Committee. Our Board takes a thoughtful approach to its composition and refreshment, with focus on creating a balanced Board that, as a whole, has the expertise, knowledge, and qualifications needed to guide the Company in execution of its business strategy. The Corporate Governance Committee seeks to establish and maintain a Board that is strong in its collective knowledge and that possesses: notable auto industry experience; experience as Chair/CEO of multi-national businesses; backgrounds that contribute to desired diversity; legal/corporate governance experience; international backgrounds; product or clean technology/electronics expertise; non-automotive technology expertise; manufacturing expertise; and accounting and finance expertise. The Corporate Governance Committee understands the value of diversity in decision making and has sought and will continue to seek qualified women and members of minority groups as Board candidates. The current slate of director nominees blends fresh perspectives of newer directors with the continuity and institutional knowledge of longer-tenured directors for an average tenure of approximately 6.0 years. See pages 18 and 19 for information on our process for director nominations and candidate requirements.
RECOMMENDATION Our Board recommends a vote “FOR” the election of each of the nominees for director: Sara A. Greenstein; David S. Haffner; Michael S. Hanley; Frédéric B. Lissalde; Paul A. Mascarenas; Shaun E. McAlmont; Deborah D. McWhinney; and Alexis P. Michas.

Information on Nominees for Directors

The following pages set forth as of March 1, 2022, with respect to each of the director nominees, his or her name, the year in which he or she first became a director of the Company, age, principal occupation, and his or her current directorships in other entities; a narrative description of the directors’ experience, qualifications, attributes, and skills; all directorships at public companies and registered investment companies held since March 1, 2017; and a description of any relevant legal proceedings in which the director was involved since March 1, 2012.

Each of the nominees for election has agreed to serve, if elected. All of the nominees are currently directors of the Company. In the event that any nominee should become unavailable for election, our Board may designate a substitute nominee, in which event the shares represented by proxies at the meeting will be voted for such substitute nominee unless an instruction to the contrary is indicated on the proxy card.

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Proposal 1 Election of Directors

Directors and Nominees


DIRECTOR SINCE 2021 OTHER CURRENT DIRECTORSHIPS None BORGWARNER COMMITTEES Audit, Compensation	Sara A. Greenstein, 47
	Former President, Chief Executive Officer, and Board Member, Lydall, Inc.
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Experience as Chair/CEO of Multi-National Business	Background Contributes to Desired Diversity	Non-Automotive Technology Expertise

		Legal/ Governance Experience	Manufacturing Experience	Meets SEC Definition of “Audit Committee Financial Expert”

		Notable Auto Industry Experience

	PRINCIPAL OCCUPATION AND DIRECTORSHIPS Ms. Greenstein was the President, Chief Executive Officer, and Board Member of Lydall, Inc. (NYSE: LDL), a leading global manufacturer of value-added engineered materials and specialty filtration solutions serving the industrial, automotive, agribusiness, and medical markets, from November 2019 to October 2021. Prior to joining Lydall, Inc., Ms. Greenstein served as Senior Vice President of United States Steel Corporation (NYSE: X), an integrated steel producer, where she managed the company’s $4 billion Consumer Solutions business unit from 2014 to November 2019. Prior to United States Steel Corporation, Ms. Greenstein served as President, Supply Chain and Sustainability of UL, LLC (formerly Underwriters Laboratories) from 2012 to 2014. Ms. Greenstein holds a Bachelor of Science in Business Administration, with a concentration in industrial distribution management, from the Gies College of Business at the University of Illinois, Urbana-Champaign. Ms. Greenstein earned her MBA from the University of Michigan Stephen M. Ross School of Business. From August 2018 to January 2021, she served on the board of directors of Briggs & Stratton Corporation, where she served on its Finance and Nominating and Governance Committees. Ms. Greenstein brings to the Board her executive leadership skills, including experience as a public company chief executive officer, as well as her knowledge of public company matters from her service on other public company boards.


DIRECTOR SINCE 2020 OTHER CURRENT DIRECTORSHIPS None BORGWARNER COMMITTEES Corporate Governance	David S. Haffner, 69
	Retired Chairman and Chief Executive Officer, Leggett & Platt, Inc.
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Notable Auto Industry Experience	Experience as Chair/CEO of Multi-National Business	Legal/ Governance Experience

		Product or Clean Technology/ Electronics Expertise	Non-Automotive Technology Expertise	Manufacturing Experience


	PRINCIPAL OCCUPATION AND DIRECTORSHIPS Mr. Haffner retired as the Chairman and Chief Executive Officer of Leggett & Platt, Inc. (NYSE: LEG), a diversified manufacturing company, in 2015. Mr. Haffner previously served as Chairman of the board of directors of Leggett & Platt, Inc. from 2013 to 2015, Chief Executive Officer from 2006 to 2015, and President from 2002 to 2013. Prior to that, he served as Chief Operating Officer and as Executive Vice President of Leggett & Platt. Mr. Haffner holds a Bachelor of Science in engineering from the University of Missouri and an MBA from the University of Wisconsin- Oshkosh. He also completed the Engineering Executive Program at Stanford University. Previously, he served on the board of directors of Delphi Technologies PLC from 2017 to 2020, where he was Chair of the Compensation and Human Resources Committee, and The Bemis Company (NYSE: BMS) from 2004 to 2019, where he was Chair of the Compensation and Human Resources Committee. Mr. Haffner brings to the Board his executive leadership skills, including experience as a chief executive officer, and experience in the areas of manufacturing operations, labor relations, compensation strategy, and financial performance.

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DIRECTOR SINCE 2016 OTHER CURRENT DIRECTORSHIPS None BORGWARNER COMMITTEES Audit Chair	Michael S. Hanley, 66
	Retired Global Automotive Leader, Ernst & Young LLP
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Notable Auto Industry Experience	Meets SEC Definition of “Audit Committee Financial Expert”




	PRINCIPAL OCCUPATION AND DIRECTORSHIPS 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. He holds a Bachelor of Business Administration in accounting from the University of Toledo and is a Certified Public Accountant (Retired). Previously, he served on the board of directors of Shiloh Industries, Inc. from 2014 until the sale of the company in 2020 to private investors. Mr. Hanley brings to the Board his extensive knowledge of accounting and his financial expertise in the automotive industry including experience in assurance and industry advisory services and global automotive industry strategy and initiatives, as well as his knowledge of public company matters from his service on other public company boards.


DIRECTOR SINCE 2018 OTHER CURRENT DIRECTORSHIPS Autoliv, Inc. BORGWARNER COMMITTEES Executive	Frédéric B. Lissalde, 54
	President and Chief Executive Officer, BorgWarner Inc.
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Notable Auto Industry Experience	Experience as Chair/CEO of Multi-National Business	Non-U.S. Origin

		Product or Clean Technology/ Electronics Expertise	Manufacturing Experience


	PRINCIPAL OCCUPATION AND DIRECTORSHIPS Mr. Lissalde has served as the 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. 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 from ENSAM - Ecole Nationale Supérieure des Arts et Métiers - 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. Mr. Lissalde has served on the board of directors of Autoliv, Inc. (NYSE: ALV) since December 2020. Previously, he served on the board of directors of CLEPA (European Automotive Suppliers’ Association), based in Brussels, Belgium. Mr. Lissalde brings to the Board his experience in setting and executing strategic direction; driving business performance, growth, and culture; and the integration of purchased companies around the world. He also brings expertise in those areas and intimate knowledge of the Company’s operations, its business, and industry.

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DIRECTOR SINCE 2018 OTHER CURRENT DIRECTORSHIPS United States Steel Corporation, ON Semiconductor Corporation, The Shyft Group BORGWARNER COMMITTEES Audit, Corporate Governance	Paul A. Mascarenas, 60
	Venture Partner, Fontinalis Partners LLP; Former Chief Technical Officer, Ford Motor Company
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Notable Auto Industry Experience	Legal/Governance Experience	Non-U.S. Origin

		Product or Clean Technology/ Electronics Expertise	Manufacturing Experience


	PRINCIPAL OCCUPATION AND DIRECTORSHIPS Mr. Mascarenas was the Chief Technical Officer of Ford Motor Company (NYSE: F), 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. Mr. Mascarenas is currently a Venture Partner with Fontinalis Partners LLP, a venture capital firm. Mr. Mascarenas holds a Bachelor of Science 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 from Chongqing University, and in 2015, was awarded an Order of the British Empire (OBE) for his services to the automotive industry. Mr. Mascarenas currently serves on the boards of United States Steel Corporation (NYSE: X), ON Semiconductor Corporation (NYSE: ON), and The Shyft Group (NYSE: SHYF). Mr. Mascarenas brings to the Board his automotive industry experience including his 32-year career at Ford, where he was responsible for their worldwide research organization, overseeing the development, and implementation of the company’s technology strategy and plans, as well as his knowledge and broad understanding of technology, corporate governance matters, and industrial manufacturing.


DIRECTOR SINCE 2020 OTHER CURRENT DIRECTORSHIPS None BORGWARNER COMMITTEES Compensation	Shaun E. McAlmont, 56
	President and Chief Executive Officer, Ninjio, LLC
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Background Contributes to Desired Diversity	Non-U.S. Origin	Non-Automotive Technology Expertise




	PRINCIPAL OCCUPATION AND DIRECTORSHIPS Dr. McAlmont has served as President and Chief Executive Officer of Ninjio, LLC (“Ninjio”), a cybersecurity training company which provides enterprise level awareness training, since January 2022. Prior to Ninjio, he served as the President of Career Learning for Stride, Inc. (NYSE: LRN), a provider of online consumer and corporate talent development programs from 2018 to October 2021. Prior to joining Stride, he worked as President and CEO of Neumont College of Computer Science (“Neumont”), a for-profit career college, from 2015 to 2017, and previously as CEO and Director of Lincoln Educational Services (NASDAQ: LINC), which includes the Lincoln Tech automotive training institutes. His corporate training and consumer skill development experience are balanced by early career roles in traditional education operations at Brigham Young and Stanford Universities. Dr. McAlmont holds a Bachelor of Science from Brigham Young University (“BYU”), a Master of Arts in education from the University of San Francisco, and a Doctorate in education from the University of Pennsylvania. At the University of Pennsylvania, he graduated with a rare dual distinction both for his dissertation and for the oral defense of his research on student advising and career development. In addition to his academic and career achievements, Dr. McAlmont is a former NCAA and international athlete. Dr. McAlmont currently serves as a member of the BYU Marriott School of Management National Advisory Council and a trustee for the Neumont board. Dr. McAlmont brings to the Board his executive leadership experience, including proficiency as a public company chief executive officer, as well as expertise in human capital management, workforce development, adult education, and corporate training.

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DIRECTOR SINCE 2018 OTHER CURRENT DIRECTORSHIPS Franklin Templeton ETF Trust, S&P Global Inc. BORGWARNER COMMITTEES Audit, Compensation Chair	Deborah D. McWhinney, 66
	Retired Chief Executive Officer of Global Enterprise Payments, Citigroup Inc.
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Experience as Chair/CEO of Multi-National Business	Background Contributes to Desired Diversity	Legal/ Governance Experience

		Non-Automotive Technology Expertise	Meets SEC Definition of “Audit Committee Financial Expert”	Product or Clean Technology/ Electronics Expertise


	PRINCIPAL OCCUPATION AND DIRECTORSHIPS Ms. McWhinney retired from Citigroup Inc. (NYSE: C), one of the largest financial services firms, in 2014 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 (NYSE: SCHW) division that serves financial advisors and was a member of the Schwab Bank board of directors. Ms. McWhinney holds a Bachelor of Arts in Communications from the University of Montana. She currently serves on the boards of Franklin Templeton ETF Trust and S&P Global Inc. (NYSE: SPGI). In addition to her public board service, Ms. McWhinney serves as a director of LegalShield. She is also on the Board of Trustees for the California Institute for Technology and the Institute for Defense Analyses. Previously, she served on the boards of Fluor Corp (NYSE: FLR), Focus Financial Partners, Inc. (NYSE: FOCS), and Lloyds Banking Group PLC (NYSE: LLOY), where she was Chair of the Cyber and IT Resilience Committee, and Fresenius Medical Company (NYSE: FMS). Ms. McWhinney brings to the Board her executive leadership skills in developing and implementing global technology services for some of the world’s largest corporations and governments, including her financial expertise, knowledge of cybersecurity matters, and broad understanding of corporate governance matters.


DIRECTOR SINCE 1993 OTHER CURRENT DIRECTORSHIPS PerkinElmer, Inc. BORGWARNER COMMITTEES Executive Chair	Alexis P. Michas, 64
	Non-Executive Chair of the Board, BorgWarner Inc.; Managing Partner, Juniper Investment Company, LLC
	KEY ATTRIBUTES, SKILLS, AND EXPERIENCE
		Experience as Chair/CEO of Multi-National Business	Legal/ Governance Experience	Non-U.S. Origin

		Meets SEC Definition of “Audit Committee Financial Expert”


	PRINCIPAL OCCUPATION AND DIRECTORSHIPS Mr. Michas is the founder and has been Managing Partner of Juniper Investment Company, LLC (“Juniper”), an investment management firm based in New York, since 2008. Juniper is also a Principal of Aetolian Investors, LLC, a registered commodity pool operator. Mr. Michas holds a Bachelor of Arts from Harvard College and an MBA from Harvard Business School. Mr. Michas has been the Non-Executive Chairman of PerkinElmer, Inc. (NYSE: PKI) since December 2019, is a director of funds managed by Atlantic Investment Management, Inc., and is a director of Theragenics Corporation, a privately held company. Previously, he 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 is also the Chairman of the U.S. Board of Trustees of Athens College, a non-profit organization. Mr. Michas brings to the Board his 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 which provides valuable insight on trends in global debt and equity markets, and the impact of such trends on the capital structure of the Company. The Board also benefits from his corporate governance knowledge of public company matters from his service on other public company boards, including his service as Non-Executive Chair, lead director, and a member of the compensation, governance, audit, finance, and executive committees of such companies. Mr. Michas’ thorough knowledge of the Company and his current and past service on the boards of other public companies make him uniquely qualified to serve on our Board and as our Non-Executive Chair.

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Proposal 1 Election of Directors

Director Nominee Requirements

The Corporate Governance Committee seeks to establish and maintain a board that is strong in its collective knowledge and that possesses a diversity of skills, background, and experience in areas identified as relevant to guide the Company in execution of its business strategy, recognizing that these areas may change over time. In considering whether to recommend to the full Board any candidate for inclusion in our Board’s slate of recommended director nominees, the Corporate Governance Committee will consider, among other things, the extent to which candidates possess the following factors:

●	the highest personal and professional ethics, integrity, and values
●	demonstrated business acumen, experience, and ability to use sound judgment to contribute to effective oversight of the business and financial affairs of the Company
●	ability to evaluate strategic options and risks and form independent opinions, stated constructively to contribute to guidance and direction of the Company
●	active, objective, and constructive participation at meetings of our Board and its committees, with flexibility in approaching problems
●	open-mindedness on policy issues and areas of activity affecting overall interests of the Company and its stockholders
●	stature to represent the Company before the public, stockholders, and various others who affect the Company
●	involvement only in activities and interests that do not create a conflict with the director’s responsibilities to the Company and its stockholders
●	willingness to objectively appraise management performance in the interest of the stockholders
●	interest and availability of time to be involved with the Company and its employees over a sustained period
●	ability to work well with others, with deep and wide perspective in dealing with people and situations, and respect for the views of others
●	a reasoned and balanced commitment to the social responsibilities of the Company
●	contribution to our Board’s desired diversity and balance
●	willingness of independent directors to limit public company board service to four or fewer boards (any exceptions would require Corporate Governance Committee approval)
●	willingness to tender, promptly following the Annual Meeting at which they are elected or re-elected as director, an irrevocable resignation that will be effective upon (i) the failure to receive the required vote at the next Annual Meeting at which they face re-election, and (ii) our Board’s acceptance of such resignation
●	willingness to provide all information, including completion of a questionnaire, required by the Company’s Amended and Restated By-laws (“By-laws”)

Nomination Process and Evaluation

The Corporate Governance Committee accepts candidate recommendations and referrals from a variety of sources, including stockholders, directors, management, search firms, and other sources. An overview of the process undertaken by the Corporate Governance Committee when evaluating candidates includes:

●	use of a skills matrix to identify specific attributes desired to be represented on our Board
●	an assessment of the candidates’ freedom from conflicts of interest and independence
●	consideration of the narrowed pool of candidates’ qualifications, expertise, and cognitive diversity
●	qualified candidates are discussed and interviewed by the Corporate Governance Committee, Non-Executive Chair, and CEO
●	the Corporate Governance Committee recommends nominees to the full Board
●	the full Board selects nominees
●	stockholders vote on nominees at annual stockholders’ meetings
●	the Corporate Governance Committee evaluates the full Board, its committees, and individual directors annually

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Proposal 1 Election of Directors

Proxy Access

We have a proxy access right in our By-laws that permits a stockholder, or a group of up to 25 stockholders, owning continuously for at least three years shares of our Company representing an aggregate of at least 3% of the voting power entitled to vote in the election of directors, to nominate and include in our proxy materials director nominees constituting up to 20% of our Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements of our By-laws. For the 2023 Annual Meeting of Stockholders, notice of proxy access director nominees must be received by our Secretary at 3850 Hamlin Road, Auburn Hills, Michigan, 48326 no earlier than October 19, 2022 and no later than the close of business on November 18, 2022.

Process for Nomination by Stockholders

Stockholders who wish to nominate candidates other than pursuant to the proxy access right must do so in accordance with the procedures in our By-laws. Stockholders submitting such nominations must provide the information and background material to our Secretary, 3850 Hamlin Road, Auburn Hills, Michigan 48326 not less than 90 nor more than 120 days prior to the first anniversary of the preceding year’s Annual Meeting. Accordingly, any stockholder who wishes to have a nomination considered at the 2023 Annual Meeting must deliver the required materials between December 28, 2022 and January 27, 2023.

The Company’s By-laws require, among other things, that the nominating stockholder disclose all material monetary agreements between the nominating stockholder and the nominees; that director nominees (including our Board’s nominees) complete a questionnaire regarding the nominee’s background, qualifications, and conflicts of interest; and that stockholders nominating candidates must disclose economic interests, including all direct and indirect compensation between or among such stockholder and such stockholder’s respective affiliates and associates, on the one hand, and each proposed nominee and his or her respective affiliates and associates, on the other hand.

The Company’s Corporate Governance Committee Charter provides that the Corporate Governance Committee considers suggestions for Board membership submitted by stockholders in accordance with the notice provisions and procedures set forth in our By-laws.

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Proposal 1 Election of Directors

Corporate Governance Principles and Board Matters

Independence of the Directors

Our Board has determined that all Board members meet the independence requirements of the New York Stock Exchange (“NYSE”), with the exception of Mr. Lissalde, our President and CEO. Under the Company’s Corporate Governance Guidelines (available at www.borgwarner.com/investors/corporate-governance), a director will not be considered independent unless our Board determines that such director has no direct or indirect material relationship with the Company. In addition, the Company’s Corporate Governance Guidelines provide, among other things, that:

●	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
●	a director who receives, or whose immediate family member receives, more than $120,000 per year in direct compensation from the Company, other than director and committee fees and pension 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 $120,000 per year in such compensation
●	a director who is affiliated with or employed by, or whose immediate family member is a current partner of, the internal or external auditor of the Company, is a current employee of such a firm and personally works on the Company’s audit or was within the last three years a partner or employee of such a firm and personally worked on the Company’s audit at that time, is not “independent” until three years after the end of the affiliation or the employment or auditing relationship
●	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
●	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 Company for property or services in an amount that, 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
●	a director who is not considered independent by relevant statute or regulation is not “independent”

No director nominee, director, or executive officer is related to any other director nominee, director, or executive officer (or to any director or executive officer of any of the Company’s subsidiaries) by blood, marriage, or adoption. There are no arrangements or understandings between any nominee or any of our directors or executive officers or any other person pursuant to which that nominee or director or executive officer was nominated or elected as a director of the Company or any of its subsidiaries. No director or executive officer of the Company is party to, or has any material interests in, any material legal proceedings that are adverse to the Company or its subsidiaries.

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Proposal 1 Election of Directors

Board Leadership Structure

Our Board currently separates the role of Chair and Chief Executive Officer. Mr. Michas, an independent director, is Non-Executive Chair and Mr. Lissalde is President and CEO. Our Board believes that separating the Chair and CEO positions provides the most appropriate leadership structure for the Company at this time. Separation of the Chair and CEO positions takes best synergetic advantage of the talents of two leaders and allows Mr. Lissalde to devote his full attention to focusing on his responsibilities as CEO without the additional responsibilities of Chair. Either the independent directors select a non-employee director to serve as Non-Executive Chair or the independent directors select a Lead Director from among them. The Non-Executive Chair, or, when applicable, the Lead Director, focuses on:

●	effectiveness and independence of our Board, including providing independent oversight of the Company’s management and affairs on behalf of the Company’s stockholders
●	serving as the principal liaison between the Company’s management and the independent directors
●	contributing to agenda planning and chairing the executive session of non-employee directors at each regularly scheduled Board meeting
●	facilitating discussion among the independent directors on key issues and concerns outside of Board meetings
●	consulting with the CEO and independent directors regarding Board agenda items
●	approving the scheduling of Board meetings and approving the agenda and materials for each Board meeting and executive session of our Board’s non-employee, independent directors
●	presiding over all meetings of our Board
●	communicating with stockholders when appropriate
●	overseeing the CEO, full Board, and individual director evaluation processes with the Corporate Governance Committee
●	other responsibilities that the independent directors as a whole might designate from time to time

Director Michas, previously Lead Director, became Non-Executive Chair in April 2013 upon the retirement of the previous Executive Chair.

Our Board recognizes that no single leadership model is right for all companies at all times. Our Board has reserved for itself the discretion to determine the most appropriate leadership structure for the Company and our Board reviews the leadership structure from time to time.

Board Refreshment

We routinely assess the composition of our Board to ensure we have the right mix of attributes, experiences, qualifications, and skills to maximize our Board’s potential. We believe the Company, our employees, our stockholders, and our partners benefit from continuity of longer-tenured directors complemented by the fresh perspectives of newer directors. Over the last three years, our Board has undergone significant refreshment, resulting in a lower average tenure and broadened diversity of backgrounds.

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Proposal 1 Election of Directors

Below please find our director nominees’ principal areas of expertise and attributes.

Board Nominee Skills and Attributes

GREENSTEIN

HAFFNER

HANLEY

LISSALDE

MASCARENAS

MCALMONT

MCWHINNEY

MICHAS

Notable Auto Industry Experience
Has either long (measured in years) or high-level experience in the original equipment vehicle manufacture or vehicle systems or component supply business.

●

Experience as Chair/CEO of Multi-National Business

Serves as or has served as Chairperson or Chief Executive Officer of a corporation that does or did business on more than one continent.

●

Background Contributes to Desired Diversity

Cultural, ethnic, or geographic background increases the diversity of such backgrounds represented on the Board.

●

Meets SEC Definition of “Audit Committee Financial Expert”

As determined by our Board, qualifies as an “Audit Committee Financial Expert” as defined in U.S. Securities and Exchange Commission (“SEC”) rules.

●

Non-U.S. Origin

Was born outside of the United States.

●

Product or Clean Technology/Electronics Expertise

Holds one or more degrees in engineering or has acquired specialized technical knowledge in industry-relevant product design and development, electronic controls, or ground propulsion technology.

●

Non-Automotive Technology Expertise

Has served as a leader in technology, strategy, or innovation in a mid-cap or larger multi-national company or currently does so. Experience in disruptive technology is also desired.

●

Manufacturing Experience

Participated in or directly oversaw manufacturing operations during a significant portion of their career or currently does so.

●

Legal/Governance Experience

Current or former member of corporate governance committee of a public company or advised a public company on corporate governance matters.

●

In light of its increased importance, the Corporate Governance Committee approved the addition of an “Environmental and Sustainability Experience” skill and will indicate which directors have such skill in the Notice of 2023 Annual Meeting of Stockholders and Proxy Statement.

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Proposal 1 Election of Directors

Board Committees

Our Board held five meetings during 2021. Each of the directors attended at least 75% of the meetings of our Board and each committee on which he or she served while members of them. Our Corporate Governance Guidelines set forth the Company’s policy that directors are expected to use their best efforts to personally attend the Company’s Annual Meeting of Stockholders. If a director cannot attend meetings in person due to travel issues, schedule conflicts, or similar reasons, the director may attend by phone or via a virtual meeting platform that the Company uses. All directors serving at the time of the 2021 Annual Meeting of Stockholders attended the meeting.

Our Board has a standing Audit Committee, Compensation Committee, Corporate Governance Committee, and Executive Committee. The charters for each of our Audit Committee, Compensation Committee, Corporate Governance Committee, and Executive Committee can be found on the Company’s website at www.borgwarner.com/investors/corporate-governance. The responsibilities of our Board committees are set forth in their charters, which are reviewed at least annually. Below please find a chart that details the Committees upon which our directors serve.

	Age	Director Since	Independent	Audit	Compensation	Corporate Governance	Executive
Nelda J. Connors*	56	2020	X
Dennis C. Cuneo*	72	2009	X
Sara A. Greenstein	47	2021	X

SEC Form DEF 14A filed by BorgWarner Inc.