Phinia Inc DEF 14A, filed Apr 9, 2026

Phinia Inc. (PHIN)

DEF 14A 2026-04-09 For: 2026-05-22

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Added on June 12, 2026

About this DEF 14A

Phinia Inc filed this DEF 14A on April 9, 2026.

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☑			Filed by the Registrant			☐			Filed by a Party other than the Registrant


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☐						Preliminary Proxy Statement
☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☑						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material under § 240.14a-12


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Notice of Annual Meeting of Shareholders			i
Letter from Our Non-Executive Chair			ii
Proxy Statement			1
Table of Contents			1
Company Highlights			2
Proxy Summary			4
Proposal 1: Election of Directors			11
Board Composition and Qualifications			12
Our Director Nominees			15
Corporate Governance			23
Non-Employee Director Compensation			34
Overview			34
202 5 Director Compensation			35
Proposal 2: Advisory Approval of the Compensation of Our Named Executive Officers			36
Executive Compensation			37
Compensation Discussion and Analysis			37
Compensation Committee Report			51
Executive Compensation Tables			52
Summary Compensation			52
Grants of Plan-Based Awards			53
Outstanding Equity Awards at Fiscal Year-End			54
Option Exercises and Stock Vested			55
Non-Qualified Deferred Compensation			56
Potential Payments U pon Termination or Change of Control			57


Pay Ratio			63
Pay Versus Performance			64
Pay Versus Performance Table			64
Pay Versus Performance Relationship Descriptions			65
Proposal 3: Ratification of the Appointment of Deloitte and Touche LLP as Our Independent Registered Public Accounting Firm			67
C hange in Auditors			68
Independent Auditor’s Fees			68
Pre-Approval Policy for Services Performed by Independent Auditors			69
Audit Committee Report			69
Annual Meeting and Other Information			70
202 6 Annual Meeting			70
Voting			71
Proxy Materials			73
Shareholder Proposals for the 202 7 Annual Meeting			74
Beneficial Ownership of Company Stock			75
Directors and Executive Officers			75
Certain Other Beneficial Owners			76
Equity Compensation Plan Information			77
Annex A: Non-GAAP Financial Measures			A-1


						With respect and gratitude, Rohan S. Weerasinghe Independent, Non-Executive Chair



			As used in this Proxy Statement and elsewhere in our proxy materials, the terms “PHINIA,” “the Company,” “we,” and “our” refer to PHINIA Inc. This Proxy Statement includes website addresses and references to additional materials found on those websites or in other reports filed with the Securities and Exchange Commission (the SEC). These websites and materials are provided only as references to additional information that may be accessed by shareholders and are not incorporated into this Proxy Statement by reference. Cautionary Statement Regarding Forward-Looking Information This Proxy Statement and Letter from Our Non-Executive Chair contain certain “forward-looking statements” within the meaning of U.S. federal securities laws. Forward-looking statements are statements other than historical fact that provide current expectations or forecasts of future events based on certain assumptions and are not guarantees of future performance. Forward-looking statements use words such as “anticipate,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “likely,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “pursue,” “seek,” “should,” "strive," “target,” “when,” “will,” “would,” or other words of similar meaning. Forward-looking statements are subject to risks, uncertainties, and factors relating to our business and operations, all of which are difficult to predict and which could cause our actual results to differ materially from the expectations expressed in or implied by such forward-looking statements. These risks, uncertainties, and other factors are described more fully in the Company’s most recently filed Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and subsequent filings with the SEC. We caution readers not to place undue reliance upon any such forward-looking statements, which speak only as of the date they are made. We undertake no obligation to publicly update forward-looking statements, whether as a result of new information, future events, or otherwise, except as required by law.


			Independent Board Chair

			Annual election of directors

			Majority voting standard for election of directors

			7 of 8 director nominees are independent

			Key Board committees entirely composed of independent directors

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

			Annual evaluation of Board, Board committees, individual independent directors, and management, including the Chief Executive Officer

			Director time commitment (overboarding) policy


			Director retirement policy and term limits

			Director and executive share ownership policies

			Prohibition of speculative and hedging transactions

			No pledging transactions by directors and executive officers

			Clawback (compensation recovery) policy

			Regular shareholder engagement efforts

			Robust governance and risk oversight structure

			No super majority voting provisions

			Proxy access shareholder rights

			No shareholder rights plan


			What We Do

			Pay for performance compensation philosophy
			Significant portion of executive pay is performance-based and at-risk
			Incentive compensation earned based on the achievement of key financial performance measures, including Economic Value Added, Adjusted Free Cash Flow, and TSR (as each is defined in this Proxy Statement)
			Align long-term objectives with shareholder value creation
			Utilize market compensation data, and benchmark against a peer group of companies
			Compensation Committee solely comprised of independent directors
			Engage independent compensation consultant, reporting directly to the Compensation Committee
			Conduct annual compensation review and risk assessment
			Maintain balanced compensation structure, consisting of fixed and variable pay, short- and long-term time horizons, and cash and equity components
			Include double-trigger change of control provisions in equity award terms
			Require minimum one-year vesting period for equity awards
			Use shareholder engagement and business objectives to inform compensation program
			Utilize rigorous goal setting process
			Maintain Clawback Policy that empowers PHINIA to recover certain incentive compensation erroneously awarded
			Require robust executive stock ownership


			What We Don’t Do

			We do not provide excessive severance benefits
			We do not provide excessive executive personal benefits
			We do not provide tax gross-ups to NEOs, except in limited circumstances relating to international assignments
			We do not pay current dividends or dividend equivalents on unvested awards; dividend equivalents vest only when, if, and to the extent that the underlying awards vest
			We do not provide single-trigger change of control benefits except if awards are not assumed by the acquiror
			We do not permit pledging of our stock by directors or executive officers
			We do not permit short sales, put options, call options, or other market-offered derivative and hedging transactions involving our stock
			We do not encourage excessive or unnecessary risk-taking through our compensation policies


Rohan S. Weerasinghe Non-Executive Chair of the Board Independent Director Age: 75 Director since 2023 Committees: •Corporate Governance (Chair)									Professional Experience •Of Counsel, Allen Overy Shearman Sterling LLP (A&O Shearman) (2023 – 2025) •General Counsel, Citigroup, Inc. (Citigroup) (2012 – 2021) •Senior Partner, Shearman & Sterling LLP (2005 – 2012) •Partner, Shearman & Sterling LLP (1985 – 2005) •Various positions at Shearman & Sterling LLP (1977 – 1985)


									Key Skills & Qualifications •Senior Leadership and International Experience: Mr. Weerasinghe served as the General Counsel of Citigroup (one of the world’s largest financial institutions) for over nine years, and prior to that, as the Senior Partner at Shearman & Sterling (one of the world’s pre-eminent international law firms, n.k.a. A&O Shearman). Mr. Weerasinghe brings valuable senior leadership experience and a global perspective to the Board and assists the Board in overseeing the development of our strategy. •Public Company Board and Legal Experience: Mr. Weerasinghe has extensive experience advising public companies, boards, chief executive officers, and other senior management, as well as sovereigns, global financial institutions, and other corporates worldwide, on a wide variety of matters, including significant legal, governance, and business matters and other crisis situations. This breadth of experience enhances the Board's understanding of various complexities relevant to the Company's global business. •Financial and Risk Management Expertise: Mr. Weerasinghe’s tenure as General Counsel of Citigroup, and his roles at A&O Shearman, which previously included managing and overseeing the firm’s chief financial officer, provided him with invaluable finance, capital markets, internal controls, and risk management experience, and enhances the Board's effectiveness in fulfilling its finance, capital allocation, and risk oversight responsibilities.


									Prior Board Experience •Sateri Holdings (2010 – 2012)


									Education •J.D., Harvard Law School •M.B.A., Harvard Business School •B.A., Harvard College


Brady D. Ericson President & CEO, PHINIA Age: 54 Director since 2023 Committees: •None									Professional Experience •President & CEO, PHINIA (2023 – Present) •President & General Manager (Fuel Systems and Aftermarket), BorgWarner Inc. (BorgWarner) (2022 – 2023) •President & General Manager (Morse Systems), BorgWarner (2019 – 2022) •Chief Strategy Officer, BorgWarner (2017 – 2019) •President (Emissions Systems and BERU Systems), BorgWarner (2011 – 2016) •Various managerial positions at BorgWarner (2000 – 2011) •Various executive positions at Honeywell, Remy International, and Ford Motor Company


									Key Skills & Qualifications •Senior Leadership Experience: Mr. Ericson’s tenure as President and CEO of PHINIA and former roles as President and General Manager of three business units and Chief Strategy Officer of BorgWarner (automotive and e-mobility supplier), enable him to leverage significant senior leadership, strategic planning, and business experience to enhance the Board's oversight of our complex, global organization. •Transportation Industry, Manufacturing, and Operations Experience: As CEO of PHINIA and a former executive at BorgWarner, Mr. Ericson has in-depth knowledge of the Company, the global automotive industry, and other industries and markets relevant to our business, driving our successful development and execution of PHINIA’s strategic plan. Mr. Ericson’s conviction that internal combustion engine technologies will be key to lower carbon mobility and other transportation and industrial solutions in the future is a driving force behind the establishment of PHINIA. •Global Business Experience and Financial Expertise: Through his leadership roles at PHINIA and BorgWarner, Mr. Ericson gained invaluable expertise in leading a global business that benefits the Company and the Board, including overseeing key financing and capital allocation initiatives, technology and innovation initiatives, manufacturing and operations, risk management, mergers and acquisitions, integrations, and organizational and industry transformation. Mr. Ericson also acquired extensive international experience through leadership positions held while working and living in five different countries.


									Other Boards •Fastenal Company (NASDAQ: FAST) (2025 – Present) Prior Board Experience •Romeo Power, Inc. (previously NYSE: RMO) (2021) •Romeo Systems, Inc. (2019 – 2020)


									Education •M.B.A., Duke University •B.S., Kettering University


Samuel R. Chapin Independent Director Age: 68 Director since 2023 Committees: •Compensation •Corporate Governance									Professional Experience •Senior Advisor, Rockefeller Capital Management (2019 – Present) •Executive Vice Chairman (Global Corporate and Investment Banking), Bank of America Merrill Lynch (2010 – 2016) •Vice Chairman, Merrill Lynch (2003 – 2009) •Senior Vice President & Head of Global Investment Banking Division, Merrill Lynch (2001 – 2003) •Managing Director, Merrill Lynch (1993 – 2009) •Various positions at Merrill Lynch (1984 – 1993)


									Key Skills & Qualifications •Senior Leadership Experience and Financial Expertise: Through his roles as Senior Advisor, Rockefeller Capital Management (wealth management and financial services firm), and Executive Vice Chairman, Global Corporate and Investment Banking and other senior leadership roles with Bank of America Merrill Lynch, Mr. Chapin has gained significant investment banking and financial expertise and leadership experience managing a complex, global investment banking organization, which provides the Board with a valuable perspective in overseeing the Company's finance, investment, and capital allocation strategies. •Public Company Board Experience: Having served on the boards of O-I Glass, Revvity, and CIRCOR International, Mr. Chapin has extensive experience working with senior management and board members on business and corporate governance matters, including consideration of strategic alternatives, acquisitions, and sales of businesses, contributing to the Board's effectiveness in overseeing our strong governance practices and alignment with shareholder interests. •International Experience and Risk Management Expertise: Through his more than three decades of investment banking at Bank of America Merrill Lynch, Mr. Chapin advised complex, global organizations on a wide range of transactional processes, mergers and acquisitions, deal financing, and related risk management, which enhances the Board's ability to assess and oversee the Company's strategic growth opportunities, related financing strategies, risk management practices, and other matters relevant to our global operations. As Executive Vice Chairman of Global Corporate and Investment Banking, Mr. Chapin was primarily responsible for managing relationships with many of the bank’s largest and most complex clients.


									Other Boards •O-I Glass, Inc. (NYSE: OI) (2020 – Present) •Revvity, Inc. (NYSE: RVTY) (2016 – Present) Prior Board Experience •CIRCOR International, Inc. (previously NYSE: CIR) (2019 – 2023)


									Education •M.B.A., University of Pennsylvania Wharton School •B.A., Lafayette College


Robin Kendrick Independent Director Age: 61 Director since 2023 Committees: •Audit •Corporate Governance									Professional Experience •President & CEO, Accuride Corporation (2019 – 2025) •President & General Manager (Turbo Systems), BorgWarner (2018 – 2019) •President & General Manager (Transmission Systems), BorgWarner (2011 – 2018) •President & CEO, RGF AG (2011) •President, Europe, Acument Global Technologies (2008 – 2010) •Various executive positions at American Axle & Manufacturing (1999 – 2008)


									Key Skills & Qualifications •Senior Leadership and International Experience: Through his experience as CEO of Accuride Corporation (diversified manufacturer and supplier of commercial vehicle components), Mr. Kendrick brings to the Board significant insight into the complexities of managing a global Tier-1 automotive and mobility supplier, as well as extensive senior leadership and strategic planning experience. Mr. Kendrick also has robust engineering, sales, technology and innovation, operations, and manufacturing experience acquired through leadership roles at BorgWarner, RGF, Acument, and American Axle that enable him to provide the Board with valuable operations and product development expertise that inform PHINIA’s business strategy, operations, and technology and innovation initiatives. •Transportation Industry, Manufacturing, and Operations Experience: As the former CEO and a former director of Accuride, Mr. Kendrick provides the Board with unique insights into the Company’s business, operations, and strategic opportunities, as well as a deep understanding of the transportation industry and its key participants. Mr. Kendrick currently serves as a director of ATC, a global remanufacturer of automotive powertrain and drivetrain systems for ICE, plug-in hybrid electric vehicle, and battery electric vehicle technologies. •Financial Expertise and Risk Management Expertise: Mr. Kendrick’s experience working with private equity firms on the restructuring and sale of Acument Europe, and his work as CEO of Accuride, including his management of global operations through the successful completion of Accuride's financial restructuring process in March 2025 following the filing of a voluntary Chapter 11 petition under the U.S. Bankruptcy Code in October 2024, contributes to our Board’s understanding of investor and other stakeholder expectations surrounding capital allocation, leverage, and financial discipline, as well as managing risks applicable to complex, global organizations such as the Company.


									Other Boards •ATC (2022 – Present) Prior Board Experience •Accuride Corporation (previously NYSE: ACW) (2019 – 2025)


									Education •B.S., University of Leeds, England


Latondra Newton Independent Director Age: 57 Director since 2023 Committees: •Compensation									Professional Experience •Senior Vice President & Chief Diversity Officer, The Walt Disney Company (2017 – 2023) •Group Vice President (Social Innovation) & Chief Diversity Officer, Toyota Motor North America, Inc. (2014 – 2017) •Chief Program Officer, Toyota Mobility Foundation (2013 – 2014) •Vice President (Strategic Planning), Toyota Motor North America, Inc. (2009 – 2013) •Various executive positions at Toyota Motor Corporation (1991 – 2009)


									Key Skills & Qualifications •Senior Leadership and Global Human Capital Experience: Ms. Newton’s experience serving in Chief Diversity Officer roles at The Walt Disney Company (entertainment conglomerate) and Toyota has enabled her to bring valuable global and regional senior leadership experience and human capital expertise to the Board that assists the Board in overseeing the Company’s human capital management strategies, including relating to talent development, inclusion, and corporate marketing initiatives. •Transportation Industry, Manufacturing, and Operations Experience: Ms. Newton brings extensive experience in the transportation industry and manufacturing and operations to the Board through her various leadership positions over more than 25 years with Toyota, including Vice President, Strategic Planning and Group Vice President, Social Innovation. While with Toyota, Ms. Newton managed the facilities and transportation purchasing department and directed the procurement of capital equipment, building construction, and logistics services for North America. Ms. Newton also served as general manager of the Team Member Development Center, which managed all engineering and manufacturing staff training and development initiatives in North America. These experiences enable Ms. Newton to provide the Board with valuable industry, manufacturing, and operations expertise that informs the Company’s business strategy and matters relevant to its manufacturing and other operations. •Risk Management Expertise and Legal, Regulatory & Public Policy Experience: Through her tenure with Toyota, Ms. Newton held leadership roles that included overseeing corporate planning activities, economic forecasting, competitor analysis, and corporate marketing initiatives. Ms. Newton also gained significant experience managing corporate affairs and related risks, including overseeing state and federal legislative and regulatory activity and engagement, in addition to media and community relations. Ms. Newton's experiences provide the Board with a meaningful perspective on the Company’s business strategy, regulatory risk management, and engagement with external stakeholders and constituencies.


									Education •B.S., Kettering University


D'aun Norman Independent Director Age: 59 Director since 2023 Committees: •Audit (Chair)									Professional Experience •Audit Partner, Ernst & Young LLP (1988 – 2019)


									Key Skills & Qualifications •Public Company Board Experience: As a current director of Garrett Motion, Ms. Norman brings to the Board experience working with senior management and board members on business and corporate governance matters at a global automotive, commercial, industrial, and aftermarket parts supplier, contributing to the Board's effectiveness in overseeing our strong governance practices and alignment with shareholder interests. •Transportation Industry Experience: Ms. Norman specialized in advising publicly traded, global transportation suppliers and other industrials companies for over 16 years as a partner with Ernst & Young. This extensive experience and deep industry knowledge has enabled Ms. Norman to provide the Board with a unique understanding of the Company’s business and managing the risks and complexities applicable to its global operations. •Financial and Risk Management Expertise; Legal, Regulatory and Public Policy Experience: For over three decades, Ms. Norman provided assurance and advisory services to large multinational transportation and industrial companies as a senior audit partner at Ernst & Young. Through this experience, Ms. Norman brings significant financial reporting, accounting and controls, business analysis, risk management, and regulatory expertise to the Board, which strengthens the Board's effectiveness in fulfilling its strategic, financial, ethics and compliance, risk, and other oversight responsibilities.


									Other Boards •Garrett Motion, Inc. (NASDAQ: GTX) (2021 – Present)


									Education •B.S., Bowling Green State University •Certified Public Accountant •NACD Certified Director •CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute •EY Executive Education Program, Northwestern University Kellogg School of Management


Meggan M. Walsh Independent Director Age: 62 Director since 2024 Committees: •Corporate Governance									Professional Experience •Senior Portfolio Manager and Head, Dividend Value, Invesco Ltd. (Invesco) (2000 – 2021) •Portfolio Manager, Equities, Invesco (1998 – 2000) •Vice President and Portfolio Manager, Long-Term Fixed Income, Invesco (1992 – 1998) •Trader, Short-Term Taxable Fixed Income Securities, Invesco (1991 – 1992) •Financial Analyst, Nationale Nederlanden, N.A. (1987 – 1991)


									Key Skills & Qualifications •Financial Expertise: Through her role as a Senior Portfolio Manager and Head, Dividend Value with Invesco (global independent investment management firm), Ms. Walsh gained significant experience directing large investments and assessing companies' strategic positioning, capital allocation policies, industry fundamentals, regulatory requirements, and total return potential through extensive financial modeling. Ms. Walsh's skill set also includes mergers and acquisitions analysis and assessing the effectiveness of corporate actions, including restructurings, recapitalizations, and spin-offs. This breadth of experience enables Ms. Walsh to provide the Board with a valuable perspective in overseeing and assessing the Company's capital allocation strategies, strategic growth opportunities, and other corporate actions. •Investment and Risk Management Experience: Ms. Walsh brings 35 years of investor leadership experience in both fixed income and equity portfolio management to the Board. At Invesco, Ms. Walsh led responsibility for investments and capital allocation across sectors in the Dividend Value team portfolios and assessing and managing risks associated with such portfolios. Team assets she was directly responsible for grew significantly during her tenure, driving higher revenue growth. Ms. Walsh's experience enhances the Board's effectiveness in overseeing the Company's investment, financing, and risk management strategies and practices. •Investor Perspective; Legal, Regulatory and Public Policy Experience: Ms. Walsh brings an investor perspective to the Board, including a deep understanding of proxy voting standards, benchmarks, and environmental, social, and governance considerations in the investor community. This perspective, combined with her extensive financial and investment expertise, enables Ms. Walsh to contribute to the Board's understanding of investor and other stakeholder expectations surrounding capital allocation, leverage, financial discipline, and environmental, social, and governance topics, among other matters.


									Education •M.B.A., Loyola University Maryland •B.S., University of Maryland •Chartered Financial Analyst


Roger Wood Independent Director Age: 63 Director since 2023 Committees: •Audit •Compensation (Chair)									Professional Experience •Co-CEO, Tenneco Inc. (2018 – 2020) •Chairman & CEO, Fallbrook Technologies Inc. (2018) •President & CEO, Dana Incorporated (2011 – 2015) •Executive Vice President & Group President (Engine Group), BorgWarner (2009 – 2011) •President (BorgWarner Turbo Systems & BorgWarner Emissions Systems), BorgWarner (2005 – 2009) •Various positions at BorgWarner (1985 – 2005)


									Key Skills & Qualifications •Senior Leadership and Public Company Board Experience: Mr. Wood’s experience as a CEO of multiple public, multinational manufacturing companies, including Tenneco Inc. (designer, manufacturer and marketer of products for original equipment and aftermarket customers), provides the Board with significant leadership experience and knowledge of global manufacturing, operations, customer solutions, and strategic planning. His current and prior service on the boards of Goodyear Tire, Brunswick, Tenneco, and Dana Holding, also enable him to bring to the Board significant experience working with senior management and board members on business and corporate governance matters at global automotive companies. •Global Transportation Industry, Manufacturing, and Operations Experience: Through his senior executive positions at Tenneco, Fallbrook Technologies, and Dana Incorporated, Mr. Wood brings extensive knowledge of the transportation industry and related business operations, providing the Board with unique insight into the complexities of the Company’s global operations, technology and innovation initiatives, and strategic growth opportunities. •Financial Expertise and Risk Management Expertise: Through his various roles as CEO and in other senior leadership positions, Mr. Wood has gained substantial experience overseeing corporate finance, investment, capital allocation, and risk management matters, as well as mergers and acquisitions experience, including most notably Tenneco’s $5.4 billion acquisition of Federal-Mogul LLC (leading global supplier to original equipment manufacturers and the aftermarket), subsequent integration, and ultimate spin-off of Tenneco's $12 billion automotive business. Mr. Wood's experience enhances the Board's effectiveness in overseeing the Company's finance, investment, capital allocation, and risk management strategies and practices.


									Other Boards •The Goodyear Tire & Rubber Company (NASDAQ: GT) (2023 – Present) •Brunswick Corporation (NYSE: BC) (2012 – Present) Prior Board Experience •Tenneco Inc. (previously NYSE: TEN) (2016 – 2018) •Fallbrook Technologies Inc. (2016 – 2018) •Dana Holding Corporation (NYSE: DAN) (2011 – 2015)


									Education •M.B.A., Syracuse University, Whitman School of Management •B.T., State University College at Buffalo, New York


Brady D. Ericson President and Chief Executive Officer						The Company’s current Board leadership structure provides for a Non-Executive Chair of the Board who is appointed by the independent directors of the Board. Rohan S. Weerasinghe has served as the Company’s independent, Non-Executive Chair since the completion of the spin-off from the Company's former parent in July 2023 (the Spin-Off). The Board believes the current structure of separating the roles of the Chair and CEO takes advantage of the talents of the two leaders, enabling Mr. Ericson to devote his full attention to operating and actively managing the Company as CEO and Mr. Weerasinghe to provide leadership, guidance, and oversight to the Board as Chair. With independent members of the Board serving as chairpersons and members of our Board committees, this leadership structure further enables the Board to provide independent oversight of material risks affecting the Company that are within the purview of such committees, as further described in the Risk Oversight section of this Proxy Statement. Given the dynamic and competitive environment in which the Company operates, the Board may reconsider its leadership structure from time to time based on changes in our circumstances and in the composition of the Board. The Board does not have a policy on whether the roles of CEO and Chair should be separate and, if they are to be separate, whether the Chair should be selected from the non-employee directors or be an employee of the Company. Pursuant to our Corporate Governance Guidelines, the Board will select its Chair and the Company’s CEO in any way it considers to be in the best interests of the Company and its shareholders. If the Chair is not an independent director, the Board will annually select an independent director who has served as a member of the Board for at least one year to serve as Lead Director of the Board.
Rohan S. Weerasinghe Non-Executive Chair



Our Corporate Governance Guidelines provide that the Non-Executive Chair or Lead Director, as applicable, shall have the following responsibilities: •providing independent oversight of the Company’s management and affairs on behalf of our shareholders to support the effectiveness and independence of our Board; •serving as the principal liaison between our management and the independent directors; •contributing to agenda planning and chairing the executive session of non-employee directors at each regularly scheduled Board meeting (currently the responsibility of Mr. Weerasinghe as Non-Executive Chair); •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 meeting schedules to assure there is sufficient time for discussion of all agenda items; •approving information sent to the Board and the agenda and materials for each Board meeting and executive session of the Board’s independent directors; •presiding over all meetings of the Board; •authority to call meetings of the independent directors; •if requested by major shareholders, being available for consultation and direct communication; •with the Corporate Governance Committee, overseeing the annual CEO, full Board, and individual director evaluation process; and •other responsibilities that the independent directors as a whole might designate from time to time.



Members: D’aun Norman (Chair) Robin Kendrick Roger J. Wood			Eight Meetings Held in 2025 •The Audit Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the New York Stock Exchange (NYSE) listing standards, SEC rules, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and our Corporate Governance Guidelines. •Each member of the Audit Committee is financially literate, and the Board has determined that Ms. Norman qualifies as an “audit committee financial expert” under applicable SEC rules.


The Audit Committee, among other things, is responsible for assisting the Board in overseeing: •the integrity of the Company’s financial statements; •the internal control over financial reporting of the Company; •the qualifications, independence, and performance of the Company’s independent registered public accounting firm; •the performance of the Company’s internal audit function and internal auditors; •compliance by the Company with legal and regulatory requirements; •the Company’s risk management and ethics and compliance programs and practices; and •the Company’s cybersecurity risks, including the strategies and processes used to assess, identify, manage, and mitigate risks from cybersecurity threats and emerging developments and trends.



Members: Roger J. Wood (Chair) Samuel R. Chapin Latondra Newton			Five Meetings Held in 2025 •The Compensation Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the NYSE listing standards, SEC rules, and our Corporate Governance Guidelines.


The Compensation Committee, among other things, is responsible for assisting the Board in: •reviewing and approving the compensation of the CEO and other executive officers; •reviewing and approving the Company’s plans, policies, and programs for compensating and providing benefits to officers; •confirming the compensation of executive officers is internally equitable, is externally competitive, motivates executive officers toward the achievement of business objectives and aligns their focus with the long-term interests of Company shareholders; •administering the Company's equity and cash incentive plans (including reviewing, recommending, and approving equity incentive grants to executive officers); and •overseeing the Company's reporting, strategies, risks, and opportunities related to human capital management, including with respect to inclusion, total rewards, culture and engagement, learning and development, and health and safety. See "Compensation Discussion and Analysis" for more information regarding the Compensation Committee's oversight responsibilities and practices, including for purposes of determining executive compensation.



Members: Rohan S. Weerasinghe (Chair) Samuel R. Chapin Robin Kendrick Meggan M. Walsh			Four Meetings Held in 2025 •The Corporate Governance Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the NYSE listing standards, SEC rules, and our Corporate Governance Guidelines.


The Corporate Governance Committee, among other things, is responsible for assisting the Board in: •recommending the structure of the Board and its committees to best serve the Company’s practices and objectives; •identifying and recommending qualified candidates for election as directors; •recommending directors and chairs for each committee for appointment by the Board; •reviewing and making recommendations to the Board as to the non-employee director compensation program; •developing, reviewing, and recommending to the Board the Company's Corporate Governance Guidelines and any changes thereto; •overseeing the Company’s sustainability reporting and strategies, risks, and opportunities related to corporate responsibility and other environmental, social, and governance topics of significance to the Company; and •leading the Board in its annual review of the performance of the Board, individual non-employee directors, each standing committee, and management, including the CEO.


			Financial performance and capital allocation, including cash dividends, share repurchases, debt financing, and other liquidity strategies;

			Global and regional priorities across our Fuel Systems and Aftermarket businesses, including product line strategies

			Key products and solutions, including engineering, technology, and product development opportunities, new and existing customer wins and launches, diversification strategies, investments in alternative fuel and other technologies, and global regulatory impacts

			Market, industry, customer, and competitive landscape

			Mergers and acquisitions, including strategy and target criteria

			Global supply chain risks and strategies


			Operational excellence initiatives

			Sustainability reporting, strategies, risks, and opportunities, including related to regulatory readiness, corporate governance, human capital management, GHG emissions reductions, and other environmental, social, and governance matters

			Technology systems and infrastructure and cybersecurity

			Enterprise risk management processes and assessments

			Legal matters and global government affairs, policy, and regulatory developments, including relating to trade and tariffs

			Investor relations and shareholder engagement

			Other key strategies, risks, and opportunities across the Company



Element	Value


Board Cash Retainer(1)	$100,000


Board Non-Executive Chair Cash Premium(1)	$100,000


Board Equity Grant(2)	$140,000


Committee Retainer(1)	Value
	Chair	Member


Audit	$25,000		$7,500


Compensation	$17,500		$7,500


Corporate Governance	$15,000		$5,000



Name(1)	Fees Earned or Paid in Cash ($)(2)	Stock Awards ($)(3)	All Other Compensation ($)	Total ($)


Samuel R. Chapin	112,500	140,010	0	252,510


Robin Kendrick	112,500	140,010	0	252,510


Latondra Newton	107,500	140,010	0	247,510


D’aun Norman	125,000	140,010	0	265,010


Meggan M. Walsh	105,000	140,010	0	245,010


Rohan S. Weerasinghe	215,000	140,010	0	355,010


Roger J. Wood	125,000	140,010	0	265,010


Executive Summary			38
Introduction			38
2025 Performance Highlights			38
Compensation Philosophy and Objectives			39
Pay Mix and Principal Compensation Components			39
Compensation Practices			41
Say-On-Pay Vote			41
Decision-Making and Oversight			42
NEO Compensation			44
Base Salary			44
Annual Cash Incentive			45
Long-Term Equity Incentives			47


Other Executive Compensation Practices and Policies			49
Executive Stock Ownership Policy			49
Compensation Recovery Policy			49
Equity Grant Practices			49
Restrictions on Short Sales, Hedging, and Pledging of Stock			49
Executive Benefits and Retirement Plan			49
Limited Cash Allowances			50
Change of Control and Severance Plans and Agreements			50
Treatment of Equity in the Event of a Change of Control			50
Compensation Risk Management			51


			What We Do

			Pay-for-performance compensation philosophy
			Significant portion of executive pay is performance-based and at-risk
			Incentive compensation earned based on the achievement of key financial performance measures, including EVA, Adjusted Free Cash Flow, and rTSR
			Align long-term objectives with shareholder value creation
			Utilize market compensation data, and benchmark against a peer group of companies
			Compensation Committee solely comprised of independent directors
			Engage independent compensation consultant, reporting directly to Compensation Committee
			Conduct an annual compensation review and risk assessment
			Maintain a balanced compensation structure, consisting of fixed and variable pay, short- and long-term time horizons, and cash and equity components
			Include double-trigger change of control provisions in equity award terms
			Require a minimum one-year vesting period for equity awards
			Use shareholder engagement and business objectives to inform compensation program
			Utilize rigorous goal setting process
			Maintain Clawback Policy that empowers PHINIA to recover certain incentive compensation erroneously awarded
			Require robust executive stock ownership



Name	Annual Base Salary As of December 31, 2024		Annual Base Salary As of April 1, 2025


Brady D. Ericson		$1,000,000		$1,200,000


Chris P. Gropp		$535,000		$590,000


Robert Boyle		$434,500		$475,000


Alisa Di Beasi		$408,250		$450,000


Pedro Abreu		$350,000		$400,000



Name	Target Annual Incentive Opportunity (% of base salary)		Target Annual Incentive Opportunity ($)


Brady D. Ericson	140	%	$1,680,000


Chris P. Gropp	75	%	$442,500


Robert Boyle	65	%	$308,750


Alisa Di Beasi	65	%	$292,500


Pedro Abreu	50	%	$200,000



			Performance Level
Performance Metric(1)	Weight		Threshold (50% payout)		Target (100% payout)		Maximum (200% payout)


EVA	50	%	$37.84	M	$43.40	M	$48.96	M


Adjusted Free Cash Flow	50	%	$160	M	$180	M	$200	M



Name	Payout as a % of Target Based on Actual EVA Performance		Payout as a % of Target Based on Actual Adjusted Free Cash Flow Performance		Payout as a % of Target Based on Overall Performance		Annual Incentive Payout(1)


Brady D. Ericson	96.7	%	200	%	148.3	%	$2,491,440


Chris P. Gropp	96.7	%	200	%	148.3	%	$656,228


Robert Boyle	96.7	%	200	%	148.3	%	$457,876


Alisa Di Beasi	96.7	%	200	%	148.3	%	$433,778


Pedro Abreu	96.7	%	200	%	148.3	%	$296,600