WABCO Holdings Inc.: Key Takeaways

ISS Proxy Analysis & Benchmark Policy Voting Recommendations
WABCO Holdings Inc.
ISS QuickScore
GOVERNANCE
Key Takeaways
Based on a review and evaluation of company disclosures and practices at

this time, a vote for all agenda items is warranted.
Scores indicate decile

rank relative to index or
region. A decile score of
1 indicates lower
governance risk, while a
10 indicates higher
governance risk.
Meeting Type: Annual

Meeting Date: 26 May 2016
Record Date: 31 March 2016
Meeting ID: 1054295
New York Stock Exchange: WBC
Index: Russell 3000
Sector: Construction Machinery &
Heavy Trucks
GICS: 20106010
Primary Contact
Marc Goldstein, JD
Marc.H.Goldstein@issgovernance.com
Policy: United States
Agenda & Recommendations
Incorporated: Delaware, USA
Item
Code
Proposal
Board Rec.
ISS Rec.
MANAGEMENT PROPOSALS
1.1
M0201
Elect Director Jacques Esculier
FOR
FOR
1.2
M0201
Elect Director Henry R. Keizer
FOR
FOR
1.3
M0201
Elect Director Thomas S. Gross
FOR
FOR
M0101
Ratify Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d'Entreprises SCCRL

Belgium as Auditors
FOR
FOR
M0550
Advisory Vote to Ratify Named Executive Officers' Compensation
FOR
FOR
Shading indicates that ISS recommendation differs from Board recommendation

Items deserving attention due to contentious issues or controversy
Report Contents
Financial Highlights
Corporate Governance Profile
Board Profile
Compensation Profile
Governance QuickScore
3
4
5
6
8
Vote Results
Meeting Agenda and Proposals
Equity Ownership Profile
Additional Information
8
9
16
16
2016 Institutional Shareholder Services Inc. All Rights Reserved. This proxy analysis and the information herein may not be reproduced or
disseminated in whole or in part without prior written permission from ISS.
WABCO Holdings Inc. (WBC)

POLICY: United States

Meeting ID: 1054295
Material Company Updates

Item
Summary
Board and Executive Updates
On May 21, 2015, Nikhil Varty, vice president of Mergers & Acquisitions, relinquished
the role of president of the company's Americas business. The leadership of the
Americas business was subsequently transitioned to Jon Morrison. On Feb. 28, 2016,
Nikhil Varty ceased serving as vice president of Mergers & Acquisitions.
On June 1, 2015, the board appointed Sean Deason as vice president, controller, and
assistant secretary. Robert W. Farrell's interim appointment as controller expired
following Deason's appointment.
Henry Keizer was appointed to the board on July 20, 2015. On Oct. 1, 2015, Kenneth
Martin retired from the board.
On March 22, 2016, Donald Stebbins resigned from the board. Thomas Gross was
appointed to replace Stebbins.
Publication Date: 11 May 2016

Copyright 2016 Institutional Shareholder Services Inc. All Rights Reserved. This proxy analysis and the information herein may not be
reproduced or disseminated in whole or in part without prior written permission from ISS.
Page 2


Meeting ID: 1054295
Financial Highlights
Company Description: WABCO Holdings Inc., together with its subsidiaries, provides electronic, mechanical, electro-mechanical, and
aerodynamic products for commercial truck, bus, trailer, and passenger car manufacturers worldwide.
STOCK PRICE PERFORMANCE
TOTAL SHAREHOLDER RETURNS
150%
100%
1 Yr
3 Yr
5 Yr
Company TSR (%)
-2.41
16.19
10.91
GICS 2010 TSR (%)
-11.85
8.68
7.79
0.48
14.74
12.18
Russell 3000 TSR (%)
Source: Compustat. As of last day of company FY end month: 12/31/2015
50%
COMPANY SNAPSHOT
0%
-50%
-100%
Jan-11
Market Cap (M)
6,073.6
Closing Price
106.92
Annual Dividend
Jan-12
Jan-13
Jan-14
Jan-15
Jan-16
WABCO Holdings Inc.

MSCI ACWI: Machinery (GICS: 201060)
Russell 3000
0.00
52-Week High
133.31
52-Week Low
81.66
Shares Outstanding (M)
56.81
Average daily trading volume (prior mo)*
471.01
As of March 31, 2016 (All currency in USD)

* Trading Volume in thousands of shares
FINANCIAL & OPERATIONAL PERFORMANCE

Historical Performance (FY ending)
All currency in USD
12/2011
12/2012
12/2013
12/2014
Compared to Peers (Compustat FY*) 2015

12/2015
Earnings
Revenue (M)
Net Income (M)
EBITDA (M)
EPS (USD)
EPS Y/Y Growth (%)
Profitability
Pretax Net Margin (%)
EBITDA Margin (%)
Return on Equity (%)
Return on Assets (%)
ROIC (%)
Leverage
Debt/Assets
Debt/Equity
Cash Flows
Operating (M)
Investing (M)
Financing (M)
Net Change (M)
Valuation & Performance
FLS
DCI
WAB
Flowserve
Corporation
ALSN
Allison
Transmission
Holdings, Inc.
GNTX
Gentex
Corporation
Donaldson
Company, Inc.
Westinghouse
Air Brake
Technologies
Corporation
2,794
2,477
2,721
2,851
2,628
4,561
1,986
1,544
2,371
3,308
357
302
653
292
275
268
182
318
208
399
456
413
440
470
443
751
710
539
379
672
5.35
4.73
10.46
4.87
4.76
2.01
1.03
1.09
1.51
4.14
N/A
-12
121
-53
-2
-47
-19
10
-16
13
15
14
24
13
11
15
30
12
18
16
17
16
17
17
17
36
35
16
20
61
45
57
35
35
16
15
19
27
24
22
17
27
12
11
15
12
12
52
41
53
24
21
16
18
17
13
19
32
54
11
32
21
13
11
38
64
98
200
14
75
41
332
358
666
314
395
417
580
352
213
448
-105
-106
-177
-211
-202
-525
-60
-90
-112
-380
-184
-183
-193
-121
-49
61
-529
-208
-179
-249
35
73
298
-61
104
-84
-11
54
-107
-200
8.10
13.80
8.90
21.50
21.50
20.90
25.10
14.70
22.30
17.20
Price/Earnings
-28.77
50.21
43.29
12.17
-2.41
-28.59
-22.07
-9.60
-11.86
-17.90
Annual TSR (%)
Source: Compustat. *Note: Compustat standardizes financial data and fiscal year designations to allow for meaningful comparison across companies. Compustat
data may differ from companies' disclosed financials and does not incorporate non-trading equity units. Peers shown here represent closest industry peers drawn
from those peers used in ISS pay-for-performance analysis. See www.issgovernance.com/policy-gateway/company-financials-faq/ for more information.

Page 3


Meeting ID: 1054295
Corporate Governance Profile

BOARD & COMMITTEE SUMMARY
SHAREHOLDER RIGHTS SUMMARY
Independence
Members
Meetings
Full Board
89%
Audit
100%
Compensation
100%
Nominating
100%
Chairman classification
Separate chair/CEO
Independent lead director
Voting standard
Plurality carveout for contested elections
Resignation policy
Total director ownership (000 shares)
Total director ownership (%)
Percentage of directors owning stock
Number of directors attending < 75% of
meetings
Number of directors on excessive number
of outside boards
Average director age
Average director tenure
Percentage of women on board
Insider
No
Yes
Plurality
N/A
Yes
378
<1
100%
0
Controlled company
Classified board
Dual-class stock
Vote standard for mergers/acquisitions
Vote standard for charter/bylaw
amendment
Shareholder right to call special
meetings
Material restrictions on right to call
special meetings
Shareholder right to act by written
consent
Cumulative voting
Board authorized to issue blank-check
preferred stock
Poison pill
Proxy Access
No
Yes
No
Majority
65%
No
N/A
No
No
Yes
Yes
No
0
64 years
5 years
11%

Page 4


Meeting ID: 1054295
Board Profile (after upcoming meeting)

Director Independence & Affiliations
EXECUTIVE DIRECTORS
On Name
Ballot
Jacques Esculier
Affiliation
CEO/Chair
Independence
Classification
Company
ISS
NonIndependent
Insider
Attend Gen- Age Tenure Term

<75% der
Ends
Outside
Boards
56
2019
CEO
Key Committees
Audit Comp Nom Gov
NON-EXECUTIVE DIRECTORS
On Name
Ballot
Affiliation
Independence
Classification
Company
ISS
Attend Gen- Age Tenure Term

<75% der
Ends
Outside
Boards
CEO
Key Committees
Audit Comp Nom Gov
Independent
Independent
Outsider
72
2018
G. Peter D'Aloia
Independent
Independent
Outsider
71
2017
Juergen Gromer
Independent
Independent
Outsider
71
2017
Thomas Gross
Independent
Independent
Outsider
61
0*
2019
Henry Keizer
Independent
Independent
Outsider
59
0*
2019
CF
Jean-Paul
Montupet
Independent
Independent
Outsider
68
2018
Mary Petrovich
Independent
Independent
Outsider
53
David Reilly
Independent
Independent
Outsider
66
Michael Smith
Lead Director
*Indicates director not previously submitted to shareholders for election.
2017
2018
M = Member | C = Chair | F = Financial Expert
Director Notes
G. Peter D'Aloia
The company spun off from Trane Inc. (formerly known as American Standard Companies Inc.) on July 31, 2007. G.
Peter D'Aloia served as senior vice president and CFO of that firm until 2008. (Source: DEF14A, 4/15/16, pp. 1, 7;
10-K, 2/11/16, p. 52.)

Page 5


Meeting ID: 1054295
Director Employment, Compensation & Ownership

Name
Primary Employment
Outside Boards
Total
Compensation*
Shares
Held
60-day
Options
Total
**
232,656
82,394
315,050
Voting
Power
(%)
<1
Jacques Esculier
Pentair plc
Michael Smith
CEO, Chairman WABCO Holdings Inc.

Prof Director
FLIR Systems, Inc.,

Teledyne Technologies
Incorporated, Zero
Gravity Solutions, Inc.
FMC Corporation, ITT
Corporation
TE Connectivity Ltd.,
Marvell Technology
Group Ltd.
RPM International Inc.
192,250
12,750
689
13,439
<1
G. Peter D'Aloia
Other
178,250
23,403
3,765
27,168
<1
Juergen Gromer
Prof Director
179,000
10,750
689
11,439
<1
Thomas Gross
Prof Director
474
474
<1
Henry Keizer
Prof Director
Hertz Global Holdings,

Inc.
Lexmark International,
Inc., Assurant, Inc., IHS
Inc.
Woodward, Inc.
91,500
400
405
805
<1
Jean-Paul
Montupet
Prof Director
187,250
1,877
2,257
4,134
<1
Mary Petrovich
Other
175,250
3,614
689
4,303
<1
David Reilly
Other
173,750
476
689
1,165
<1
*Local market currency

**For executive director data, please refer to Executive Pay Overview.
Compensation Profile
EXECUTIVE PAY OVERVIEW
Executive
Title
J. Esculier
Chairman and Chief Executive

Officer
President Truck, Bus & CAR OEMs
L. Liu
P. Mahendra-Rajah
D. Sebillaut
N. Rens
Median CEO Pay
Chief Financial Officer

Chief Supply Chain Officer
President Trailer Systems,
Aftermarket and Off-Highway
ISS Selected Peer Group

Company Defined Peers
Base Salary
Bonus &
Non-equity
Incentives
Restricted
Stock
Option
Grant
Total
1,110
Change in
Pension,
Deferred Comp,
All Other Comp
545
2,945
2,213
6,813
456
450
370
347
308
421
142
114
679
602
580
520
543
463
463
423
0
0
0
0
1,987
1,937
1,555
1,403
900
993
206
352
1,112
1,595
2,227
2,983
339
327
5,871
7,008
Source: ISS. Pay in $thousands. Total pay is sum of all reported pay elements, using ISS' Black-Scholes estimate for option grant-date values. Note: Median total pay
will not equal sum of pay elements medians. Company Defined Peers are as disclosed. More information on ISS peer group methodology at
www.issgovernance.com/policy-gateway/us-compensation-policy-guidance/.

Page 6


Meeting ID: 1054295
OPTION VALUATION ASSUMPTIONS

For CEO's last FY Grant
Volatility (%)*
Dividend Yield (%)*
Term (yrs)*
Risk-free Rate (%)*
Grant date fair value per option*
Grant Date Fair Value ($ in 000)**
CEO PAY MULTIPLES

Company
N/A
N/A
N/A
N/A
N/A
N/A
ISS
N/A
N/A
N/A
N/A
N/A
N/A
Compared to
2nd highest active executive
Average active NEO
ISS peer median
Company peer median
Multiple
3.43
3.96
1.16
0.97
Source: ISS
*CEO did not receive stock options in 2015.
CEO TALLY SHEET

CEO
CEO tenure at FYE:
Present value of all accumulated pension:
Value of CEO stock owned (excluding options):
J. Esculier
8.5 years
N/A
$24,875,579
Potential Termination Payments

Involuntary termination without cause:
$5,072,068
Termination after a change in control:
$17,378,004
Source: DEF14A

Page 7


Meeting ID: 1054295
Dilution & Burn Rate

DILUTION
BURN RATE
WABCO Holdings Inc.

Peer group median
Peer group weighted average
Peer group 75th percentile
Dilution (%)
7.45
8.75
6.76
12.62
Dilution is the sum of the total amount of shares available for grant and
outstanding under options and other equity awards (vested and unvested)
expressed as a percentage of total basic common shares outstanding as of the
record date. The dilution figure typically excludes employee stock purchase plans
(ESPPs) and 401(k) shares. The underlying information for the company is based
on the company's equity compensation table in the most recent proxy statement
or 10-K.
Non-Adjusted (%)
0.15
0.17
1-year
3-year average
Adjusted (%)
0.44
0.51
Burn rate equals the number of shares granted in each fiscal year, including stock
options, restricted stock (units), actual performance shares delivered under the
long-term incentive plan or earned deferred shares, to employees and directors
divided by weighted average common shares outstanding. The adjusted burn rate
places a premium on grants of full-value awards using a multiplier based on the
company's annual volatility.
ISS Governance QuickScore

A decile score of 1 indicates lower governance risk, while a 10 indicates higher governance risk.
Scores indicate decile rank relative to index or region.
ISS Governance QuickScore Pillars
Scores as of: May 11, 2016 | Last Data Profile Update: May 11, 2016
Board Structure
Shareholder Rights
10
Compensation
Audit & Risk Oversight
ISS Governance QuickScore is derived from publicly disclosed data on a company's governance practices. Scores indicate decile rank among relative index or region.
Scores are calculated at each pillar by summing the factor scores in that pillar. Not all factors and not all subcategories have equal weight. For more information on
ISS Governance QuickScore, visit www.issgovernance.com/QuickScore. For questions, please contact: Quickscore@issgovernance.com.
Vote Results
ANNUAL MEETING 21 MAY 2015
Proposal
1.1 Elect Director Michael T. Smith

1.2 Elect Director Jean-Paul L. Montupet
1.3 Elect Director David N. ('Nick') Reilly
2 Ratify Ernst &Young Belgium as Auditors
3 Advisory Vote to Ratify Named Executive Officers'
Compensation
Board Rec
ISS Rec
Disclosed
Result
Support Including
1
Abstains (%)
For
For
For
For
For
For
For
For
For
For
Majority
Majority
Majority
Pass
Pass
98.9
95.0
99.1
99.5
98.4
Support
Excluding
Abstains
2
(%)
98.9
95.0
99.1
99.8
98.7
Shaded results reflect a majority of votes cast FOR shareholder proposal or AGAINST management proposal or director election
1
Support Including Abstains is defined as %FOR/(For + Against + Abstain), as expressed as a percentage.
2
Support Excluding Abstains is defined as %FOR/(For + Against), as expressed as a percentage, provided if different from For + Against + Abstain.

Page 8


Meeting ID: 1054295
Meeting Agenda & Proposals

Items 1.1-1.3. Elect Directors
FOR
VOTE RECOMMENDATION
A vote FOR the director nominees is warranted.
BACKGROUND INFORMATION
Policies: Board Accountability | Board Responsiveness | Director Competence | Director Independence | Election
of Directors | ISS Categorization of Directors | Vote No campaigns
Vote Requirement: The company has a plurality vote standard for the election of directors, and has a director
resignation policy in its bylaws/charter
Discussion
Please see the Board Profile section above for more information on director nominees. No significant issues are
highlighted at this time.
Item 2. Ratify Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs

d'Entreprises SCCRL Belgium as Auditors
FOR
VOTE RECOMMENDATION
A vote FOR this proposal to ratify the auditor is warranted.
Policies: Auditor Ratification
Vote Requirement: Majority of votes cast (abstentions count against)
Discussion
The board recommends that Ernst & Young Belgium be approved as the company's independent accounting firm
for the coming year. Although the company is incorporated in Delaware and listed on the New York Stock
Exchange, its operational headquarters are in Brussels.
Accountants
Auditor Tenure
Audit Fees
Audit-Related Fees
Tax Compliance/Preparation*
All Other
Percentage of total fees attributable to All Other fees
Ernst & Young Belgium

Not Disclosed
$2,417,000
$86,000
$0
$463,000
15.61%
*Only includes tax compliance/tax return preparation fees. If the proxy disclosure does not indicate the nature of the tax services and provides
the fees associated with tax compliance/preparation, those fees will be included in "All Other."
The auditor's report contained in the annual report is unqualified, meaning that in the opinion of the auditor, the
company's financial statements are fairly presented in accordance with generally accepted accounting principles.
Page 9
Copyright 2016 Institutional Shareholder Services Inc. All Rights Reserved. This proxy analysis and the information herein
may not be reproduced or disseminated in whole or in part without prior written permission from ISS.


Meeting ID: 1054295
Analysis
This request to ratify the auditor does not raise any exceptional issues, as the auditor is independent, non-audit
fees are reasonable relative to audit and audit-related fees, and there is no reason to believe the auditor has
rendered an inaccurate opinion or engaged in poor accounting practices.
Item 3. Advisory Vote to Ratify Named Executive Officers'

Compensation
FOR
VOTE RECOMMENDATION
A vote FOR this proposal is warranted, as pay and performance are reasonably aligned for the period under
review.
Policies: Advisory Votes on Executive Compensation
Vote Requirement: Majority of votes cast (abstentions count against; broker non-votes not counted)
Executive Compensation Analysis

COMPONENTS OF PAY
($ in thousands)
J. Esculier
Base salary
Deferred comp & pension
All other comp
Bonus
CEO Peer
Median
CEO
Other
NEOS
J. Esculier
J. Esculier
2015 Change
2014
2013
2015
2015
1,110
1,083
1,053
900
1,623
577
614
130
985
2.5%
0
545
-5.6%
Non-equity incentives
2,945
38.9%
2,120
3,073
771
2,382
Restricted stock
2,213
3.4%
2,141
2,081
2,227
1,892
339
5,921
6,821
5,871
6,883
Option grant
Total
0
6,813
15.1%
% of Net Income
2.5%
2.5%
% of Revenue
0.3%
0.3%
Blank
Non-Performance-Based Pay Elements (CEO)

Key perquisites ($)
Auto: 34,069; Life & Disability Insurance: 125,118; Housing & Utilities:
143,998
Key tax gross-ups on perks ($)
None
Value of accumulated NQDC* ($)
560,538
Present value of all pensions ($)
N/A
Years of actual plan service
N/A
Additional years credited service
N/A
*Non-qualified Deferred Compensation
Page 10


Meeting ID: 1054295
Disclosed Benchmarking Targets

Base salary
50th Percentile
Target short-term incentive
50th Percentile
Target long-term incentive (equity)
50th Percentile
Target total compensation
50th Percentile
Blank
Severance/Change-in-Control Arrangements (CEO unless noted)

Contractual severance arrangement
Individual Contract
Non-CIC estimated severance ($)
5,072,068
Change-in-Control Severance Arrangement

Cash severance trigger*
Double trigger
Cash severance multiple
3 times
Cash severance basis
Base Salary + Target Bonus
Treatment of equity
Vest only upon employment termination
Excise tax gross-up*
No
Estimated CIC severance($)
17,378,004
*All NEOs considered
Compensation Committee Communication & Responsiveness

Disclosure of Metrics/Goals
Annual incentives
Yes
Long-term incentives
Partial
Pay Riskiness Discussion

Process discussed?
Yes
Material risks found?
No
Risk Mitigators
Clawback policy*
Yes
CEO stock ownership guideline
6X
Stock holding period requirements
Stock options: Until stock ownership guidelines are met

Restricted Stock: 6 months
*Must apply to cash incentives and at least all NEOs.
Pledging/Hedging of Shares
Anti-hedging policy
Company has a robust policy
Anti-pledging policy
Company has a robust policy
Compensation Committee Responsiveness

MSOP vote results (F/F+A)
2015: 98.7%; 2014: 97.4%; 2013: 99.2%
Frequency approved by shareholders
Annual with 94.8% support
Frequency adopted by company
Annual (year of adoption: 2011)
Page 11


Meeting ID: 1054295
Repricing History
Repriced/exchanged underwater
options last FY?
No
Blank
Pay for Performance Evaluation

RELATIVE ALIGNMENT
ABSOLUTE ALIGNMENT
The chart plots percentiles of the annualized 3-year performance and

pay rankings for the company () and ISS' derived peers (). The gray
bar indicates pay and performance alignment.
CEO granted pay trends versus value of a $100 investment made

on the first day of the five-year period.
$15,000
100%
Pay
2.0000
TSR
1.5000
CEO Pay, 000
Performance
$10,000
1.0000
$5,000
50%
0.5000
0.0000
$-
2011 2012 2013 2014 2015

2011
0%
Pay($000)
0%
50%
100%
Indexed TSR
Pay
CEO
PAY MAGNITUDE
2013
2014
2015
12,623
7,239
6,821
5,921
6,813
71.23
106.99
153.31
171.97
167.83
Esculier
Esculier
Esculier
Esculier
Esculier
PAY-FOR-PERFORMANCE QUANTITATIVE SCREEN
Pay in $thousands. The gray band represents 25th to 75th percentile of

CEO pay of ISS' selected peer group, and the blue line represents the
50thpercentile.
The company's total CEO pay is 1.16 times the median of
its peers.
2012
5,000
10,000
15,000
Measure
Relative degree of
alignment
Multiple of peer
group median
Absolute alignment
Result
-15
Initial Quantitative
Screen
Low
Concern
1.16
29
Level
Better than 35% of
Companies*
Better than 39% of
Companies
Better than 92% of
Companies
*Constituents of Russell 3000 Index.

For more information on ISS' quantitative pay-for-performance
measures, visit http://issgovernance.com/policy/USCompensation
Page 12


Meeting ID: 1054295
PEER GROUP SIZE ANALYSIS
Peer Groups
ISS AND COMPANY DISCLOSED PEER GROUPS
Shared
Peers (9)
CompanyDisclosed
Peers (8)
Size (by revenue) of the ISS, company and

overlap peer groups. Gray indicates 0.4- 2.5
times the company's revenue.
Dana Holding Corporation

Flowserve Corporation
Harsco Corporation
Oshkosh Corporation
The Manitowoc Company,
Inc.
Tower International, Inc.
Wabash National
Corporation
American Axle &

Manufacturing Holdings, Inc.
ITT Corporation
Meritor, Inc.
Snap-on Incorporated
Size as multiple of target
ISSSelected
Peers (14)
Cooper-Standard Holdings
Inc.
Drew Industries
Incorporated
Gentex Corporation
Joy Global Inc.
The Greenbrier Companies,
Inc.
The Timken Company
Trinity Industries, Inc.
Allison Transmission
Holdings, Inc.
Donaldson Company, Inc.
Kennametal Inc.
Modine Manufacturing
Company
Westinghouse Air Brake
Technologies Corporation
Autoliv, Inc.
Cooper Tire & Rubber
Company
Pall Corporation
Tenneco Inc.
6
5
4
3
2
1
0
BorgWarner Inc.
Harman International
Industries, Incorporated
Polaris Industries Inc.
Valeo
WABCO Holdings Inc.

ISS Only
Shared
The shaded area represents the overlap group of companies that are in both ISS
comparison group and the company's disclosed CEO compensation benchmarking peer
group. Excludes company peers for which financial data is not available. For more
information on the ISS peer group methodology, visit
www.issgovernance.com/policy/USCompensation
Company Only
Short-Term Cash Incentives

Short-term Incentives
FY 2015 (J. Esculier)
CEO STI Opportunities
Target
Maximum
Target
Maximum
1,100,000
3,500,000
1,100,000
3,500,000
STI targets (calculated)
99% of base salary
315% of base salary
102% of base salary
323% of base salary
STI targets (as disclosed)
100% of base salary
318% of base salary
100% of base salary
318% of base salary
ISS peer median
110% of base salary
Company peer median
125% of base salary
STI targets ($)
Blank
Actual Payouts ($)
Amount
% of base salary
Amount
% of base salary
Non-equity incentive
1,485,000
134
1,375,000
127
Total Bonus + Non-equity
1,485,000
134
1,375,000
127
Bonus
Blank1
Performance Provisions
Page 13


Meeting ID: 1054295
Metric
Form
Weight
Threshold
Target
Maximum
Actual
Free cash
flow
Absolute
20%
70%
conversion
80%
conversion
90%
conversion
99.4%
Gross profit
margin
Absolute
20%
30.5%
32.0%
33.5%
31.65%
Performance
net income
Absolute
20%
Sales growth
Absolute
20%
$2,445
million
$2,700
million
$2,955
million
$2,730
million
Quality parts
per million
Absolute
10%
60
40
20
27
Gross
material
productivity
Absolute
10%
4.8%
5.4%
6.0%
5.5%
STI performance
metrics/goals
$322 million $338 million $354 million $335 million
Blank7
Blank8
Blank space
Other Short-Term Incentive Factors

Discretionary bonus?*
No
Future performance metrics
Free cash flow, Gross material productivity, Gross profit margin, Performance
earnings before taxes, Sales growth, Technical quality ppm
*Based on the Bonus column in the SCT; per SEC rules, amounts disclosed in this column were not based on pre-set goals.
Blank
Long-Term Incentives
CEO's last FY LTI target (%)
300 of base salary
NEOs last FY award type(s)
Performance-based cash award, Performance-based stock, Time-based stock
Most recent performance

metrics/goals (cash and equity)
Metric
Threshold
Target
Maximum
Sales growth
ND
ND
ND
Performance EPS
ND
ND
ND
ROIC
ND
ND
ND
3-yr Cumulative EPS*
ND
ND
ND
*PSU metric; all other metrics are for the cash LTIP
*Includes
S&P 500 is FALSE
Long-Term Cash Performance Awards

CEO Cash Award
Opportunities
FY 2015
FY 2014
Threshold
Target
Maximum
Threshold
Target
Maximum
1,100,000
2,200,000
1,094,332
2,188,664
Long-term cash ($)
LTI cash paid in last fiscal year ($)
1,459,508 for performance period FY2013 FY2015
Page 14


Meeting ID: 1054295
Long-Term Equity Grants

FY 2015
CEO Equity Awards
FY 2014
Shares (#)
% shares*
Value ($)*
% value
Shares (#)
% shares*
9,452
50
1,100,024
50
10,745
50
Time-based shares
Value($)* % value
1,066,011
50
Performance shares
9,452
50
1,113,162
50
10,745
50
1,075,360
50
Performance Options
Standard options
Total Equity
18,904
2,213,186
Time-based equity vesting
Options: N/A
RSUs: One-third per year
Perf. measurement period
Three years (FY2015-FY2017)
21,490
2,141,371
CEO equity pay mix (by value)* Performance-conditioned: 50.3%; Time-based: 49.7%
*Performance shares, if any, are counted and valued at target.
S&P 500 is FALSE
Executive Summary
Evaluation Component
Level of Concern
Non-Performance-Based Pay Elements
Low
Peer Group Benchmarking
Low
Severance/CIC Arrangements
Low
Comp Committee Communication/Responsiveness
Low
Pay for Performance Evaluation
Low
ISS Recommendation: FOR
Analysis
Large perquisites. The company provides sizable perquisites to the CEO, in the form of life and long-term disability
insurance totaling $125,118 (the company does not provide the breakdown between life and disability), payments
for housing and utilities totaling $143,998, as well as payments related to a company car ($34,069) and school fees
for his children ($33,215). Other NEOs also received significant perks in the form of housing payments, school fees,
and in one case a cost-of-living allowance. Two NEOs relocated from the US to Belgium in 2015, while the other
NEOs already resided in Belgium and France. The company states that its expatriate policy and "business manager
agreements" for NEOs based outside the US "provide for reimbursement of certain costs and expenses associated
with the NEO relocating to, and living in, another country," but that it does not provide any special benefits to its
NEOs that other expatriate employees are not also eligible to receive.
Conclusion
Support for this proposal is warranted as pay and performance are reasonably aligned for the period under review.
Page 15


Meeting ID: 1054295
Equity Ownership Profile

Type
Common Stock
Votes per share

1.00
Ownership - Common Stock

The Vanguard Group, Inc.
Berkshire Hathaway, Inc. (Investment Management)
EdgePoint Investment Group, Inc.
Fidelity Management & Research Co.
Wellington Management Co. LLP
FPR Partners LLC
BlackRock Fund Advisors
Artisan Partners LP
American Century Investment Management, Inc.
T. Rowe Price Associates, Inc.
Findlay Park Partners LLP
Grantham, Mayo, Van Otterloo & Co. LLC
Pennant Capital Management LLC
Stockbridge Partners LLC
TimesSquare Capital Management LLC
Southpoint Capital Advisors LP
SSgA Funds Management, Inc.
Norges Bank Investment Management
JPMorgan Investment Management, Inc.
Victory Capital Management, Inc.
Number of Shares
3,731,395
3,331,215
2,728,589
2,518,160
2,345,425
2,304,015
1,916,247
1,811,942
1,787,799
1,539,487
1,502,933
1,476,452
1,335,073
1,282,167
1,153,900
1,000,000
907,594
836,168
793,064
791,688
Issued
56,249,224
% of Class
6.57
5.86
4.80
4.43
4.13
4.06
3.37
3.19
3.15
2.71
2.65
2.60
2.35
2.26
2.03
1.76
1.60
1.47
1.40
1.39
2016 Factset Research Systems, Inc. All Rights Reserved. As of: Dec. 31, 2015
Additional Information
Meeting Location
Meeting Time
Shareholder Proposal Deadline
Security IDs
McDermott Will & Emery

340 Madison Avenue
New York, NY 10173-1922
10:00 a.m.
December 16, 2016
92927K102(CUSIP)

Page 16


Meeting ID: 1054295
ISS experienced research team provides comprehensive proxy analyses and complete vote recommendations for more
than 34,000 meetings annually in over 115 markets worldwide. With a team of more than 165 analysts and 100 data
professionals, fluent in 25 languages, ISS covers every holding within a clients portfolio in both developed and emerging
markets.
Our Research Analysts are located in financial centers worldwide, offering local insight and global breadth. Research office
locations include Brussels, London, Manila, Paris, San Francisco, Sydney, Singapore, Tokyo, Toronto, and Rockville, Maryland.
ISS has long been committed to engagement and transparency. There are several long-established channels for engaging
with ISS, outlined at http://www.issgovernance.com/contact/faqs-engagement-on-proxy-research/. In addition to these
long-established channels, investors and issuers and other market constituents can submit comments, concerns and
feedback to the ISS Feedback Review Board through www.issgovernance.com/frb.
The issuer that is the subject of this analysis may have purchased self-assessment tools and publications from ISS Corporate Solutions, Inc. (formerly known
as ISS Corporate Services, Inc. and referred to as "ICS"), a wholly-owned subsidiary of ISS, or ICS may have provided advisory or analytical services to the
issuer in connection with the proxies described in this report. These tools and services may have utilized preliminary peer groups generated by ISS
institutional research group. No employee of ICS played a role in the preparation of this report. If you are an ISS institutional client, you may inquire about
any issuer's use of products and services from ICS by emailing disclosure@issgovernance.com.
This proxy analysis and vote recommendation has not been submitted to, nor received approval from, the United States Securities and Exchange
Commission or any other regulatory body. While ISS exercised due care in compiling this analysis, it makes no warranty, express or implied, regarding the
accuracy, completeness or usefulness of this information and assumes no liability with respect to the consequences of relying on this information for
investment or other purposes. In particular, the research and voting recommendations provided are not intended to constitute an offer, solicitation or
advice to buy or sell securities nor are they intended to solicit votes or proxies.
ISS is an independent company owned by entities affiliated with Vestar Capital Partners (Vestar). ISS and Vestar have established policies and
procedures to restrict the involvement of Vestar and any of Vestars employees in the content of ISS' analyses. Neither Vestar nor their employees are
informed of the contents of any of ISS' analyses or recommendations prior to their publication or dissemination.
The issuer that is the subject of this proxy analysis may be a client of ISS or ICS, or the parent of, or affiliated with, a client of ISS or ICS.
One or more of the proponents of a shareholder proposal at an upcoming meeting may be a client of ISS or ICS, or the parent of, or affiliated with, a client
of ISS or ICS. None of the sponsors of any shareholder proposal(s) played a role in preparing this report.
ISS may in some circumstances afford issuers, whether or not they are clients of ICS, the right to review draft research analyses so that factual inaccuracies
may be corrected before the report and recommendations are finalized. Control of research analyses and voting recommendations remains, at all times,
with ISS.
ISS makes its proxy voting policy formation process and summary proxy voting policies readily available to issuers, investors and others on its public
website: http://www.issgovernance.com/policy.
Copyright 2016 Institutional Shareholder Services Inc. All Rights Reserved. This proxy analysis and the information herein may not be reproduced or
disseminated in whole or in part without prior written permission from ISS.
Page 17

WABCO Holdings Inc.: Key Takeaways

Uploaded by

Document Information

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

WABCO Holdings Inc.: Key Takeaways

Uploaded by

Copyright:

Available Formats

ISS Proxy Analysis & Benchmark Policy Voting Recommendations

WABCO Holdings Inc.

Based on a review and evaluation of company disclosures and practices at

Scores indicate decile

Meeting Type: Annual

Policy: United States

Agenda & Recommendations

Incorporated: Delaware, USA

Elect Director Jacques Esculier

Elect Director Henry R. Keizer

Elect Director Thomas S. Gross

Ratify Ernst & Young Bedrijfsrevisoren BCVBA/Reviseurs d'Entreprises SCCRL

Advisory Vote to Ratify Named Executive Officers' Compensation

Shading indicates that ISS recommendation differs from Board recommendation

WABCO Holdings Inc. (WBC)

Meeting Date: 26 May 2016

Material Company Updates

Board and Executive Updates

Publication Date: 11 May 2016

WABCO Holdings Inc. (WBC)

Meeting Date: 26 May 2016

TOTAL SHAREHOLDER RETURNS

Company TSR (%)

GICS 2010 TSR (%)

Russell 3000 TSR (%)

Source: Compustat. As of last day of company FY end month: 12/31/2015

Market Cap (M)

WABCO Holdings Inc.

Shares Outstanding (M)

Average daily trading volume (prior mo)*

As of March 31, 2016 (All currency in USD)

FINANCIAL & OPERATIONAL PERFORMANCE

Compared to Peers (Compustat FY*) 2015

Publication Date: 11 May 2016

WABCO Holdings Inc. (WBC)

Meeting Date: 26 May 2016

Corporate Governance Profile

SHAREHOLDER RIGHTS SUMMARY

Publication Date: 11 May 2016

WABCO Holdings Inc. (WBC)

Meeting Date: 26 May 2016

Board Profile (after upcoming meeting)

Attend Gen- Age Tenure Term

Attend Gen- Age Tenure Term

*Indicates director not previously submitted to shareholders for election.

M = Member | C = Chair | F = Financial Expert

Publication Date: 11 May 2016

WABCO Holdings Inc. (WBC)

Meeting Date: 26 May 2016

Director Employment, Compensation & Ownership

CEO, Chairman WABCO Holdings Inc.

FLIR Systems, Inc.,

Hertz Global Holdings,

*Local market currency

Chairman and Chief Executive

Chief Financial Officer

ISS Selected Peer Group

Publication Date: 11 May 2016

WABCO Holdings Inc. (WBC)

Meeting Date: 26 May 2016

OPTION VALUATION ASSUMPTIONS

CEO PAY MULTIPLES

*CEO did not receive stock options in 2015.