PHINIA : 2025 Proxy Statement
PHIN
2025 | Proxy Statement
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
Annual Meeting Proposals and Voting Recommendations
1
Election of Directors
"FOR" each
nominee
2
Advisory Approval of the Compensation
"FOR"
of Our Named Executive Officers
3
Ratification of the Appointment of
PricewaterhouseCoopers LLP as Our
"FOR"
Independent Registered Public
Accounting Firm
We invite you to attend our 2025 annual meeting of shareholders (Annual Meeting) at PHINIA's global headquarters on Wednesday, May 21, 2025, at 9:00 a.m. Eastern Time to vote on the above proposals.
Only shareholders of record at the close of business on March
24, 2025 are entitled to notice of, and to vote before or during, the Annual Meeting. Please read the attached proxy statement (Proxy Statement) carefully, as it describes in greater detail the matters to be acted upon, and your voting rights with respect to, those matters.
Thank you for your continued support. We look forward to welcoming you at the Annual Meeting.
Robert Boyle
Vice President, General Counsel and Secretary
April 8, 2025
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on May 21, 2025. The Notice of Annual Meeting, Proxy Statement, and Annual Report on Form 10-K for the fiscal year ended December 31, 2024 are available at www.proxyvote.com.
DATE AND TIME
May 21, 2025
9:00 a.m. Eastern Time
LOCATION
PHINIA Inc. Global Headquarters
3000 University Drive
Auburn Hills, MI 48326
RECORD DATE
March 24, 2025
HOW TO VOTE
Even if you plan to attend the Annual Meeting, we ask that you vote as promptly as possible. Voting early will help avoid additional solicitation costs and will not prevent you from voting during the Annual Meeting, if you wish to do so.
INTERNET
Visit www.proxyvote.com.
PHONE
Call 1-800-690-6903.
If you received printed copies of the proxy materials, complete, sign, and return your proxy card or voting instruction form by mail.
QR CODE
Scan this QR code using your mobile device.
IN-PERSON VOTING
Follow the instructions provided in the 2025 Annual Meeting section of the Proxy Statement.
Proxy Statement | 2025 | i
Dear Fellow Shareholders,
On behalf of our entire Board of Directors, thank you for your continued investment in PHINIA. Looking back on the past year, our Board is incredibly proud of the progress PHINIA and its employees made in our first full year as an independent company, and we believe the Company is well-positioned for the future. As directors, we take pride in the role we play in overseeing the Company's execution of our strategy and disciplined approach to capital allocation.
Delivering on Our Business Strategy
During 2024, our talented workforce, under the leadership of Brady Ericson, PHINIA's President and Chief Executive Officer, continued executing our strategy for long-term value creation and delivered solid financial and operational performance, despite macroeconomic headwinds and challenges. PHINIA's product leadership, customer service focus, and stable growth strategy led to several exciting new business wins across product lines and geographies and expansion into growing markets. This focus on execution translated into excellent 2024 financial results that gave our Board the ability to return significant capital to our shareholders. In 2024, we returned more than $256 million to shareholders through a combination of quarterly dividends and share repurchases. These returns were complemented by meaningful appreciation in the price of our common stock, with shares closing the year up more than 59% over the prior year-end.
Highly Engaged and Balanced Board
Our Board remains committed to robust oversight of the Company's long-term strategy. To support this commitment, we continually assess the composition of the Board to ensure we have the right mix of skills and perspectives. This process contributed to our decision, in June 2024, to welcome Meggan M. Walsh to our Board. Meggan brings extensive leadership experience in investment management and financial expertise, including in capital allocation and merger and acquisition analysis, and insight into investor expectations and stewardship matters, including capital allocation, disciplined investments, shareholder returns, and risk oversight.
Constructive and Proactive Shareholder Engagement
The Board and management value the opportunity to engage with our shareholders. Over the past year, our engagement focused on financial performance, corporate governance, executive compensation, industry dynamics and market trends, and sustainability matters, among others. The Board and management regularly discussed the feedback received during these meetings. Our discussions informed various decision making throughout the year, including as we assessed strategic decisions for the near and long term, and contributed to our decision to welcome Meggan to our Board.
ii | 2025 | Proxy Statement
Publishing Our Inaugural Sustainability Report
In August 2024, PHINIA published its inaugural sustainability report. Sustainability has long been embedded in PHINIA's business and culture, and the report highlights the steps the Company has taken to formalize its sustainability priorities and strategies. These initiatives are regularly discussed between the Board and management and include efforts to quantify and reduce emissions in new product development, optimize energy efficiency and reduce greenhouse gas emissions across our operations, accelerate talent development and engagement throughout our workforce, and continuously improve PHINIA quality and safety in our facilities and relating to our products.
Thank You
We are grateful for your support of PHINIA and the over 12,500 employees who further PHINIA's vision for a brighter, cleaner tomorrow and uphold its culture and values. Your vote and perspective are important to us. We encourage you to review both our proxy statement and annual report and hope you can join us at our 2025 Annual Meeting of Shareholders on May 21, 2025.
With respect and gratitude,
Rohan S. Weerasinghe
Independent, Non-Executive Chair
Proxy Statement | 2025 | iii
PROXY STATEMENT
The Board of Directors (the Board) is providing this proxy statement (the Proxy Statement) in connection with its solicitation of proxies to be voted at the Company's Annual Meeting of Shareholders to be held on May 21, 2025 (the Annual Meeting). We began making our proxy materials available on April 8, 2025.
Table of Contents
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
7
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
2024 Director Compensation
36
Proposal 2: Advisory Approval of the
37
Compensation of Our Named Executive Officers
Executive Compensation
38
Compensation Discussion and Analysis
38
Compensation Committee Report
50
Executive Compensation Tables
51
Summary Compensation
51
Grants of Plan-Based Awards
52
Outstanding Equity Awards at Fiscal Year-End
53
Option Exercises and Stock Vested
55
Non-Qualified Deferred Compensation
54
Potential Payments Upon Termination or
56
Change of Control
Pay Ratio
60
Pay Versus Performance
61
Pay Versus Performance Table
61
Pay Versus Performance Relationship
62
Descriptions
Proposal 3: Ratification of the Appointment of
64
PricewaterhouseCoopers LLP as Our Independent
Registered Public Accounting Firm
Independent Auditor's Fees
65
Pre-Approval Policy of Services Performed by
65
Independent Auditors
Audit Committee Report
66
Beneficial Ownership of Company Stock
67
Directors and Executive Officers
67
Certain Other Beneficial Owners
68
Equity Compensation Plan Information
69
Annual Meeting and Other Information
70
2025 Annual Meeting
70
Voting
71
Proxy Materials
73
Shareholder Proposals for the
73
2026 Annual Meeting
Delinquent Section 16(a) Reports
74
Annex A: Non-GAAP Financial Measures
A-1
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 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, 2024 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.
Proxy Statement | 2025 | 1
COMPANY HIGHLIGHTS
2 | 2025 | Proxy Statement
COMPANY HIGHLIGHTS
2024 Financial Performance
Adjusted Sales, Adjusted Free Cash Flow, Adjusted EBITDA, and Adjusted EBITDA Margin are non-GAAP measures. See Annex A for reconciliations to their most directly comparable financial measures as reported under GAAP.
Our Vision for Long-Term Value Creation
Technology expert and partner of choice for customers
Pursue attractive growth opportunities in right-to-win categories
Sustainable, high-quality margin and cash flow
Disciplined investment for growth and competitive
generation to create shareholder value
capital returns, while preserving balance sheet
Capital Allocation Strategy
Our capital allocation strategy is a key component of our vision for long-term value creation. This strategy has enabled us to sustain strong shareholder returns and stock price performance since the Board approved the Company's initial share repurchase program and implementation of the Company's dividend on August 31, 2023.
"Strategically and financially, our 2024 actions are expected to continue to drive meaningful cash flow generation, shareholder returns, and solid, sustainable growth for PHINIA."
80.60%
80%
70%
60%
50%
40%
30%
17.62%
20%
10%
0%
(10)%
-3.76%
PHINIA
S&P 600 Index
S&P 600 Automotive
☐
☐
☐
Parts & Equipment Index
Total return on stock (including reinvestment of dividends) from August 31, 2023 through December 31, 2024.
Proxy Statement | 2025 | 3
COMPANY HIGHLIGHTS
Sustainability
PHINIA's commitment to sustainability and corporate responsibility is embedded in our values and how we do business. We provide fuel systems, electrical systems, and aftermarket solutions - developed and manufactured responsibly - that are designed to enhance efficiency and reduce the environmental impact of vehicles, industrial machinery, and other applications. In doing so, we seek to contribute to a cleaner tomorrow, treat our people and surrounding communities with respect, and hold ourselves accountable to robust ethical standards.
During 2024, we proudly published our inaugural Sustainability Report. The report highlights our sustainability framework and strategies across environmental, social, and governance topics and the range of sustainability initiatives we began implementing and advancing during the preceding year, some of which are highlighted below. We encourage you to view our full report, available at www.phinia.com/sustainability, and look forward to engaging with stakeholders on our progress for years to come.
4 | 2025 | Proxy Statement
COMPANY HIGHLIGHTS
Proxy Statement | 2025 | 5
Disclaimer
Phinia Inc. published this content on April 10, 2025, and is solely responsible for the information contained herein. Distributed via , unedited and unaltered, on April 10, 2025 at 22:16 UTC.