Phinia Inc DEF 14A, filed Mar 27, 2024

Phinia Inc. (PHIN)

DEF 14A 2024-03-27 For: 2024-05-09

View Original

Added on June 12, 2026

About this DEF 14A

Phinia Inc filed this DEF 14A on March 27, 2024.

Search and read filings like this one from Claude or ChatGPT with the SEC filings MCP server →


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


CHECK THE APPROPRIATE BOX:
☐						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


PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY):
☑						No fee required
☐						Fee paid previously with preliminary materials
☐						Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11


Notice of Annual Meeting of S hareholders			3
Letter from Our Non-Executive Chair			4
P roxy Statement			7
Company Highlights			7
Proxy Summary			12
Board and Governance Matters			16
Proposal 1: Election of Directors			16
Board Qualifications and Composit ion			17
Our Director Nominees			20
Corporate Governance			27
Non-Employee Director Compensation			40
Overview			40
2023 Director Compensation			41
Proposal 2: Advisory Approval of the Compensation of Our Named Executive Officers			42
Executive Compensation			43
Compensation Discussion and Analysis			43
Compensation Committee Report			59
Executive Compensation Tables			60
S ummary Compensation Table			60
Grants of Plan-Based Awards			61
Outstanding Equity Awards at Fiscal Year-End			62
Option Exercises and Stock Vested			62
Non-Qualified Deferred Compensation			63
Potential Payment s U pon Termination or Change of Control			64


Pay V ersus Performance			67
Pay Versus Performance Table			67
Pay Versus Performance Relationship Descriptions			68
Proposal 3: Advisory Approval of the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers			70
Proposal 4: Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm			71
Independent Auditor’s Fees			72
Pre-Approval Policy of Services Performed by Independent Auditors			72
Audit Committee Report			73
Beneficial Ownership of Company Stock			74
Directors and Executive Officers			74
Certain Other Beneficial Owners			75
Equity Compensation Plan Information			75
Annual Meeting Information			76
2024 Annual Meeting			76
Voting			77
Proxy Materials			79
Shareholder Proposals for the 2025 Annual Meeting			80
Annex A: Non-GAAP Financial Measures			81


						Sincerely, Rohan S. Weerasinghe Independent, Non-Executive Chair PHINIA Inc.



			As used in the Proxy Statement and elsewhere in our proxy materials, the terms “PHINIA,” “the Company,” “we,” and “our” refer to PHINIA Inc. The 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 not incorporated into the Proxy Statement by reference. Cautionary Statement Regarding Forward-Looking Information The Proxy Statement and Letter from Our Non-Executive Chair contain certain “forward-looking statements,” within the meaning of the Private Securities Litigation Reform Act of 1995. 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,” "pursuit," “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, 2023 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.



Our Company PHINIA is an independent, market-leading premium solutions and components provider, with over 100 years of manufacturing expertise and industry relationships and a strong brand portfolio that includes DELPHI®, DELCO REMY® and HARTRIDGE®. We have a talented team of over 13,000 employees across 44 locations in 28 countries and are headquartered in Auburn Hills, Michigan, USA. Across commercial vehicles and industrial applications (heavy-duty and medium-duty trucks, off-highway construction, marine, aviation, and agricultural) and light vehicles (passenger cars, trucks, vans, and sport-utility), we develop fuel systems, electrical systems, and aftermarket solutions designed to keep combustion engines operating at peak performance, while investing in advanced technologies to unlock the potential of alternative fuels.



			Our Values •Product Leadership – Innovation that brings value to our customers •Humility – Seeking out diverse perspectives and working collaboratively •Inclusivity – Recognizing our differences make us stronger; we are bold and intentional •Net-Zero – Committed to energy efficiency, waste reduction and beneficial reuse •Integrity – Taking responsibility for our decisions and doing what is right •Accountability – Taking ownership of our actions and for driving results Our values support our commitment to innovation and quality as a trusted partner, powering our customers’ transition to a cleaner, brighter tomorrow.



“Our return on invested capital based decision making supports our objective of maximizing total shareholder returns. It drives our focus in remaining disciplined with how we use our capital.”


– Brady D. Ericson, President and Chief Executive Officer


Corporate Governance Committee •corporate governance •succession planning •sustainability strategy and corporate responsibility •stakeholder feedback on ESG topics •Board-level ESG expertise and awareness of ESG-related risks and opportunities			Compensation Committee •executive compensation policies and practices •human capital management, including equity, diversity, and inclusion			Audit Committee •internal audit, accounting and financial risks •cybersecurity •risk management •whistleblower and ethics programs •legal and regulatory compliance



Environmental			We recognize that one of the biggest impacts we can have in contributing to a cleaner tomorrow is driving sustainability through product innovation and development and reducing the environmental footprint of our operations. •Product Engineering – With our product portfolio, we are focused on enhancing efficiency and reducing environmental impact through our design and product lifecycle, alternative fuel technology, and remanufacturing initiatives. •Environmental and Facilities – We are developing our roadmap to carbon neutrality, with expected milestones and actions centered on implementing global smart metering, reducing our carbon emissions and waste, and enhancing energy efficiency, renewable energy use, and recycling methods.



Who We Engaged						How We Engaged


•Institutional Investors, including mutual funds, pension funds, and hedge funds, insurance companies, sovereign wealth funds, and others •Sell-Side Analysts •Credit Investors •Proxy Advisory Firms •Rating Agencies/Firms						•One-on-one and group meetings in-person and virtually •Quarterly earnings calls •Industry and sell-side presentations and conferences •Company-hosted events and presentations •Written and electronic communications



Key Resources						Key Topics


•PHINIA website investors.phinia.com •Quarterly earnings •Investor Day •Public and industry events •Press releases and presentations •New York Stock Exchange (NYSE) debut and coverage •SEC filings						•Overall business strategy •Financial performance and business conditions •Capital allocation •Growth opportunities •Product innovation and development •Corporate governance •Executive compensation •ESG, sustainability, and contributing to a cleaner tomorrow



Proposal 1	Election of Directors	The Board recommends a vote FOR each director nominee.


Senior Leadership Experience - 6/7	Manufacturing & Operations Experience - 4/7	Financial Expertise - 6/7


Public Company Board Experience - 4/7	International Experience - 6/7	Risk Management Expertise - 7/7


Transportation Industry Experience - 5/7	Technology & Innovation Expertise - 3/7	Legal, Regulatory & Public Policy Expertise - 3/7


☐			Diversity
☐			Gender Diversity
			Racial/Ethnic Diversity



Independent Board Chair Annual election of directors Majority voting standard for election of directors 6 of 7 director nominees are independent Key Board committees entirely composed of independent directors Director time commitment (overboarding) policy Director retirement policy Use of a skills matrix to align Board selection with business strategy			Share ownership policies Prohibition of speculative, hedging and pledging transactions Clawback (compensation recovery) policy Regular shareholder engagement efforts Robust ESG governance structure No super majority voting provisions for common shareholders Proxy access shareholder rights No shareholder rights plan


CEO						Other NEOs


Element	How It’s Paid	Key Features


Salary	Cash (Fixed)	Competitive, fixed rate of pay relative to similar positions in the market intended to enable us to attract and retain critical executive talent


Annual Cash Incentive	Cash (Variable)	Performance-based, at-risk compensation intended to focus executives on achieving annual financial goals that drive shareholder value


Long-Term Equity Incentive	Equity (Variable)	Performance-based, at-risk compensation intended to focus executives on achieving longer-term financial goals that drive long-term shareholder value creation and support our retention strategy



Proposal 2	Advisory Approval of the Compensation of Our Named Executive Officers	The Board recommends a vote FOR this proposal.


			What We Do

			Pay for performance compensation philosophy
			Significant portion of executive pay is performance-based and at-risk
			Align long-term objectives with shareholder value creation
			Utilize market compensation data, and benchmark against peer group of companies
			Compensation Committee composed solely 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 (other than Replacement Awards and Initial director awards)
			Use shareholder engagement to inform compensation program
			Utilize rigorous goal setting process
			Maintain Clawback (Compensation Recovery) 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 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 excessive perquisites
			We do not provide excessive severance benefits
			We do not provide single-trigger change of control severance benefits except if awards are not assumed by the acquiror
			We do not permit hedging or pledging of our stock
			We do not permit short sales, put options, call options, or other market-offered derivative transactions involving our stock
			We do not encourage excessive or unnecessary risk-taking through our compensation policies



Proposal 3	Advisory Approval of the Frequency of Future Advisory Votes on the Compensation of Our Named Executive Officers	The Board recommends a vote of every 1 YEAR for this proposal.



Proposal 4	Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm	The Board recommends a vote FOR this proposal.



			Our Board recommends that you vote “FOR” the election of each of the seven nominees.



Senior Leadership Experience Experience serving as CEO or a senior executive, as well as hands-on leadership experience in core management areas — such as strategic and operational planning, financial reporting, compliance, risk management, and leadership development — provides a practical understanding of complex organizations like PHINIA.									6/7


Public Company Board Experience Service on the boards and board committees of other public companies, or as a senior advisor to public company boards, provides an understanding of corporate governance practices and trends and insights into board management, relations between the board, the CEO, and senior management, agenda setting, and succession planning.									4/7


Transportation Industry Experience Long (measured in years) or high-level experience in the transportation industry, original equipment vehicle manufacture, or vehicle systems or component supply business provides unique insight into the Company’s business, operations, and strategic opportunities.									5/7


Manufacturing and Operations Experience Manufacturing and operations experience provides valuable insight to management on improvements to our manufacturing and environmental footprints, operational efficiency of our plants, sustainability of our business practices, executing on restructuring plans, and regulatory trends relevant to our operations.									4/7


International Experience Experience serving as CEO or a senior executive within multinational companies or international markets provides valuable insight to management on our global business plans and challenges in international operations.									6/7


Technology and Innovation Expertise Expertise in technology and innovation provides valuable insight to management in developing advanced technologies that enable us to deliver superior products and solutions to our customers.									3/7


Financial Expertise Experience directing large investments, accessing equity and debt markets, and preparing financial statements, or actively supervising one or more persons engaged in such activities, provides valuable insight to management in developing our strategies, assuring sound capital allocation principles, and maintaining effective financial reporting processes.									6/7


Risk Management Expertise Long (measured in years) or high-level experience in providing effective oversight of risk management (including, among other things, cybersecurity, fraud, and critical event management) procedures to benefit management as we address cyber and other risks.									7/7


Legal, Regulatory, and Public Policy Expertise Knowledge of legal and regulatory frameworks in which we operate, government advocacy, and public policy that help evaluate risks and how our business may be impacted by governmental actions.									3/7


Rohan S. Weerasinghe Chair of the Board Independent Director Age: 73 Director since 2023 Committees: •Corporate Governance (Chair)									Professional Experience •Of Counsel, Shearman & Sterling LLP (2023 – Present) •General Counsel, Citigroup, Inc. (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 Experience: Mr. Weerasinghe served as the General Counsel of Citigroup, Inc., one of the world’s largest financial institutions, for over nine years, and prior to that, as the Senior Partner at one of the world’s pre-eminent international law firms. Mr. Weerasinghe brings valuable senior leadership experience 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 worldwide and global financial institutions and corporates, on matters, including significant legal, governance, and business matters and other crisis situations. •Financial and Risk Management Expertise: Mr. Weerasinghe’s tenure as General Counsel of Citigroup, and his time as the Senior Partner of Shearman & Sterling, which role included managing and overseeing the firm’s chief financial officer, provided him with invaluable finance, capital markets, internal controls, and risk management experience.


									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: 52 Director since 2023 Committees: •None									Professional Experience •President & CEO, PHINIA (2023 – Present) •President & General Manager (Fuel Systems and Aftermarket), BorgWarner Inc.(2022 – 2023) •President & General Manager (Morse Systems), BorgWarner Inc. (2019 – 2022) •Chief Strategy Officer, BorgWarner (2017 – 2019) •President (Emissions Systems and BERU Systems), BorgWarner Inc. (2011 – 2016) •Various managerial positions at BorgWarner Inc. (1998 – 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 enable him to bring significant senior leadership, strategic planning, and business experience to the Board. •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 and the global automotive industry, driving our successful development and execution of PHINIA’s strategic plan. Mr. Ericson’s conviction that internal combustion engine (ICE) technologies will be key to carbon-free and carbon neutral transportation 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, 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.


									Prior Board Experience •Romeo Power, Inc. (previously NYSE: RMO) (2020 – 2021) •Romeo System, Inc. (2019 – 2020)


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


Samuel R. Chapin Independent Director Age: 66 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 role as Executive Vice Chairman, Global Corporate and Investment Banking and other senior leadership roles with Bank of America Merrill Lynch, Mr. Chapin gained significant investment banking and financial expertise and leadership experience managing a complex, global investment banking organization. •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. •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. 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: 59 Director since 2023 Committees: •Audit •Corporate Governance									Professional Experience •President & CEO, Accuride Corporation (2019 – Present) •President & General Manager (Turbo Systems), BorgWarner Inc. (2018 – 2019) •President & General Manager (Transmission Systems), BorgWarner Inc. (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, a 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, 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 innovation and technology initiatives. •Transportation Industry, Manufacturing, and Operations Experience: As CEO 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. •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, contributes to our Board’s understanding of investor expectations surrounding capital allocation, leverage, and financial discipline, as well as managing risks applicable to complex, global organizations.


									Other Boards •Accuride Corporation (2018 – Present)


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


Latondra Newton Independent Director Age: 55 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 and Toyota has enabled her to bring valuable 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, equity, diversity and 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. She 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. •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. Her experiences provide the Board with a meaningful perspective on PHINIA’s business strategy and regulatory risk management.


									Education •B.S., Kettering University


D'aun Norman Independent Director Age: 57 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 an automotive aftermarket company. •Transportation Industry Experience: Ms. Norman specialized in advising publicly traded, global transportation suppliers and other industrials companies for over 16 years during her career at Ernst & Young. This extensive experience and deep industry knowledge has enabled her to provide the Board with a unique understanding of PHINIA’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. She brings significant financial reporting, accounting and controls, business analysis, risk management, and regulatory expertise to the Board.


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


									Education •B.S., Bowling Green State University •Certified Public Accountant •NACD Certified Director •AICPA Certification in Cybersecurity Fundamentals •EY Executive Education Program, Northwestern University Kellogg School of Management


Roger Wood Independent Director Age: 61 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 Inc. (2009 – 2011) •President (BorgWarner Turbo Systems & BorgWarner Emissions Systems), BorgWarner Inc. (2005 – 2009) •Various positions at BorgWarner Inc. (1985 – 2005)


									Key Skills & Qualifications •Senior Leadership and Public Company Board Experience: Mr. Wood’s experience as a CEO of multiple public manufacturing companies 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. •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, providing the Board with unique insight into the Company’s operations, technology and innovation initiatives, and strategic 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.


									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 (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 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. Pursuant to our Corporate Governance Guidelines, the Board should be free to make this choice in a manner that is appropriate for the Company at a given point in time. However, it is the sense of the Board that either a non-employee director should be selected by the independent directors to serve as Non-Executive Chair or the independent directors should select a Lead Director from among them. 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 of the Board since the completion of the Spin-Off in July 2023. The Board believes that 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 PHINIA 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.
Rohan S. Weerasinghe Non-Executive Chair



Our Corporate Governance Guidelines provide that the Non-Executive Chair or Lead Director, as applicable, has the following responsibilities: •provide independent oversight of the Company’s management and affairs on behalf of our shareholders to ensure the effectiveness and independence of our Board; •serve as the principal liaison between our management and the independent directors; •contribute to agenda planning and chairing the executive session of non-employee directors at each regularly scheduled Board meeting; •facilitate discussion among the independent directors on key issues and concerns outside of Board meetings; •consult with the CEO and independent directors regarding Board agenda items; •approve the scheduling of Board meetings and approving the agenda and materials for each Board meeting and executive session of the Board’s non-employee, independent directors; •preside over all meetings of the Board; •communicate with shareholders as appropriate; •with the Corporate Governance Committee, oversee the annual CEO, full Board, and individual director evaluation process; and •assist with 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			Meetings Held in 2023 Following the Spin-Off in July: 6 •The Audit Committee consists entirely of independent directors, each of whom meets the independence requirements set forth in the NYSE listing standards, SEC rules, including Rule 10A-3 under the Securities Exchange Act of 1934, as amended (the Exchange Act), and independence standards under 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: •reviewing with management and the independent auditor the Company's annual and interim financial statements; •overseeing the adequacy and effectiveness of the Company's internal control over financial reporting; •overseeing the appointment, compensation, and retention of the Company's independent auditor; •monitoring the independent auditor's qualifications, independence, and performance; •monitoring the performance of the Company’s internal audit function; •overseeing the Company's compliance with legal and regulatory requirements; and •overseeing the Company’s risk management and compliance practices, including cybersecurity, whistleblower, and ethics programs.



Members: Roger J. Wood (Chair) Samuel R. Chapin Latondra Newton			Meetings Held in 2023 Following the Spin-Off in July: 3 •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 independence standards under our Corporate Governance Guidelines.


The Compensation Committee, among other things, is responsible for assisting the Board in: •ensuring the compensation of executive officers is internally equitable, externally competitive, motivates executive officers toward the achievement of business objectives, and aligns their focus with the long-term interests of the Company and our shareholders; •approving and evaluating compensation plans, policies and programs of the Company as they affect executive officers; •overseeing human capital management, including equity, diversity, and inclusion; and •assessing whether ESG goals and milestones, if applicable, are effectively reflected in executive compensation.



Members: Rohan S. Weerasinghe (Chair) Samuel R. Chapin Robin Kendrick			Meetings Held in 2023 Following the Spin-Off in July: 2 •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 independence standards under 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 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; •developing and recommending a set of corporate governance principles; •reviewing the Company’s policies and programs that relate to public issues of significance to the Company and the public at large, including but not limited to ESG matters; and •leading the Board in its annual review of the performance of the Board and the CEO.



Identification			Use of qualifications and attributes list and skills matrix to identify desired candidates for representation on our Board.



Assessment			Preliminary assessment of candidates’ background, skills, experiences, qualifications, attributes, freedom from conflicts of interest, and independence.



Consideration			Consideration of the narrowed pool of candidates’ qualifications, expertise, and cognitive diversity.



Interview			Qualified candidates are discussed and interviewed by the Corporate Governance Committee and, as appropriate, the Non-Executive Chair and CEO.



Recommendation			The Corporate Governance Committee recommends nominees to the full Board.



Selection			The full Board selects, and may elect, nominees based on the Corporate Governance Committee's recommendation and confirmation of the desired skills, experiences, qualifications, and attributes for Board membership.



Voting			Shareholders vote on nominees at annual meetings of shareholders.