PHINIA INC., DEF 14A filed on 4/8/2025
Proxy Statement (definitive)
v3.25.1
Cover
 12 Months Ended
Dec. 31, 2024
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name PHINIA Inc.
Entity Central Index Key 0001968915
v3.25.1
Pay vs Performance Disclosure - USD ($)
 12 Months Ended
Dec. 31, 2024
Dec. 31, 2023
Pay vs Performance Disclosure    
Pay vs Performance Disclosure, Table
Pay Versus Performance Table
Pay Versus Performance
Year
(a)
Summary
Compensation
Table Total
for PEO
(b)(1)
Compensation
Actually Paid
to PEO
(c)(1)(2)
Average
Summary
Compensation
Table Total for
Non-PEO Named
Executive Officers
(d)(1)
Average
Compensation
Actually Paid to Non-PEO Named Executive Officers
(e)(1)(2)
Value of Initial Fixed $100
Investment Based On:
Net Income
(h)
Adjusted Free Cash Flow
(i)(4)
PHINIA
Total
Shareholder
Return
(f)(3)
Peer Group
Total
Shareholder
Return
(g)(3)
2024
$9,729,623 $19,984,947 $1,807,233 $2,911,033 $136.62 $95.99 $79,000,000 $253,000,000 
2023$8,180,043 $9,382,637 $1,714,367 $1,737,186 $83.97 $97.97 $102,000,000 $161,000,000 
(1)Mr. Ericson served as our principal executive officer (PEO) for each of 2024 and 2023. Our 2024 non-PEO NEOs included Mses. Gropp and Di Beasi and Messrs. Boyle and Logar. Our 2023 non-PEO NEOs included Mses. Gropp and Di Beasi and Messrs. Boyle and Todd Anderson.
(2)For each of 2024 and 2023, the values included in this column for the compensation actually paid to our PEO and the average compensation actually paid to our non-PEO NEOs reflect the following adjustments to the values included in column (b) and column (d), respectively:
PEO20242023
Summary Compensation Table (SCT) Total for PEO (column (b))
$9,729,623 $8,180,043 
- aggregate change in actuarial present value of pension benefits
0 0 
+ service cost of pension benefits
0 0 
+ prior service cost of pension benefit
0 0 
- SCT “Stock Awards” column value5,951,898 5,891,782 
- SCT “Option Awards” column value
0 0 
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end
11,161,704 6,357,568 
+/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end
3,966,249 (51,145)
+ vesting date fair value of equity awards granted and vested in the covered year
0 787,953 
+/- change in fair value of equity awards granted in prior years that vested in the covered year
1,079,269 0 
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year
0 0 
+ dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year
0 0 
+ excess fair value for equity award modifications
0 0 
Compensation Actually Paid to PEO (column (c))$19,984,947 $9,382,637 
Average for Non-PEO NEOs20242023
Average SCT Total for Non-PEO NEOs (column (d))$1,807,233 $1,714,367 
- aggregate change in actuarial present value of pension benefits
0 0 
+ service cost of pension benefits
0 0 
+ prior service cost of pension benefits
0 0 
- SCT “Stock Awards” column value
765,476 619,720 
- SCT “Option Awards” column value
0 0 
+ year-end fair value of equity awards granted in the covered year that are outstanding and unvested as of the covered year-end
1,435,510 696,715 
+/- change in fair value of equity awards granted in prior years that are outstanding and unvested as of the covered year-end
413,046 (6,269)
+ vesting date fair value of equity awards granted and vested in the covered year
0 0 
+/- change in fair value of equity awards granted in prior years that vested in the covered year
20,720 (47,907)
- fair value as of prior-year end of equity awards granted in prior years that failed to vest in the covered year
0 0 
+ dollar value of dividends/earnings paid prior to the vesting date on equity awards in the covered year
0 0 
+ excess fair value for equity award modifications
0 0 
Average Compensation Actually Paid to Non-PEO NEOs (column (e))
$2,911,033 $1,737,186 
(3)TSR for the Company and the peer group was calculated as the yearly percentage change in cumulative TSR based on a deemed fixed investment of $100 at market close on July 5, 2023 and in accordance with Items 201(e) and 402(v) of Regulation S-K. For purposes of this pay versus performance disclosure, our peer group is the same peer group used for purposes of the performance graph included in the 2024 Annual Report, the S&P 600 Automotive Parts & Equipment Index (for purposes of this Pay Versus Performance section only, the Peer Group). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.
(4)Adjusted Free Cash Flow is calculated as set forth in Annex A.
  
Company Selected Measure Name Adjusted Free Cash Flow  
Named Executive Officers, Footnote Mr. Ericson served as our principal executive officer (PEO) for each of 2024 and 2023. Our 2024 non-PEO NEOs included Mses. Gropp and Di Beasi and Messrs. Boyle and Logar. Our 2023 non-PEO NEOs included Mses. Gropp and Di Beasi and Messrs. Boyle and Todd Anderson.  
Peer Group Issuers, Footnote For purposes of this pay versus performance disclosure, our peer group is the same peer group used for purposes of the performance graph included in the 2024 Annual Report, the S&P 600 Automotive Parts & Equipment Index (for purposes of this Pay Versus Performance section only, the Peer Group). Because fiscal years are presented in the table in reverse chronological order (from top to bottom), the table should be read from bottom to top for purposes of understanding cumulative returns over time.  
PEO Total Compensation Amount $ 9,729,623 $ 8,180,043
PEO Actually Paid Compensation Amount 19,984,947 9,382,637
Non-PEO NEO Average Total Compensation Amount 1,807,233 1,714,367
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,911,033 1,737,186
Compensation Actually Paid vs. Net Income
729
☐PEO CAP☐Avg Non-PEO NEO CAP☐Net Income
  
Compensation Actually Paid vs. Company Selected Measure
6047313955199
☐PEO CAP☐Avg Non-PEO NEO CAP☐
Adjusted Free Cash Flow
  
Total Shareholder Return Vs Peer Group
661
☐PEO CAP☐Avg Non-PEO NEO CAP
icon_legend-red.jpg 
PHINIA TSR
icon_legend_black.jpg 
Peer Group TSR
  
Tabular List, Table
The following table lists the financial performance measures that we believe represent the most important financial performance measures used to link compensation actually paid to our NEOs for 2024 to Company performance.
Adjusted Free Cash Flow
Economic Value Added
Relative TSR (compensation peer group)
  
Total Shareholder Return Amount $ 136.62 83.97
Peer Group Total Shareholder Return Amount 95.99 97.97
Net Income (Loss) $ 79,000,000 $ 102,000,000
Company Selected Measure Amount 253,000,000 161,000,000
PEO Name Mr. Ericson  
PEO | Mr. Ericson [Member] | Change in Pension Value [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 $ 0
PEO | Mr. Ericson [Member] | Pension Adjustments, Service Cost [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Mr. Ericson [Member] | Pension Adjustments, Prior Service Cost [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Mr. Ericson [Member] | Stock Awards Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 5,951,898 5,891,782
PEO | Mr. Ericson [Member] | Stock Options Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Mr. Ericson [Member] | Equity Awards Reported Value, Outstanding and Unvested [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 11,161,704 6,357,568
PEO | Mr. Ericson [Member] | Equity Awards Granted in Prior Years, Unvested [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 3,966,249 (51,145)
PEO | Mr. Ericson [Member] | Equity Awards Granted and Vested in Current Period [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 787,953
PEO | Mr. Ericson [Member] | Equity Awards Granted in Prior Years, Vested [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,079,269 0
PEO | Mr. Ericson [Member] | Equity Awards that Failed to Meet Vesting Conditions [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Mr. Ericson [Member] | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
PEO | Mr. Ericson [Member] | Equity Awards, Excess Fair Value for Award Modifications [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 0
Non-PEO NEO | Measure:: 1    
Pay vs Performance Disclosure    
Name Adjusted Free Cash Flow  
Non-PEO NEO | Measure:: 2    
Pay vs Performance Disclosure    
Name Economic Value Added  
Non-PEO NEO | Measure:: 3    
Pay vs Performance Disclosure    
Name Relative TSR (compensation peer group)  
Non-PEO NEO | Change in Pension Value [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 0
Non-PEO NEO | Pension Adjustments, Service Cost [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Pension Adjustments, Prior Service Cost [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Stock Awards Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 765,476 619,720
Non-PEO NEO | Stock Options Adjustments [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Equity Awards Reported Value, Outstanding and Unvested [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 1,435,510 696,715
Non-PEO NEO | Equity Awards Granted in Prior Years, Unvested [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 413,046 (6,269)
Non-PEO NEO | Equity Awards Granted and Vested in Current Period [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Equity Awards Granted in Prior Years, Vested [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 20,720 (47,907)
Non-PEO NEO | Equity Awards that Failed to Meet Vesting Conditions [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Equity Awards, Value of Dividends and Other Earnings Paid Adjustment [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount 0 0
Non-PEO NEO | Equity Awards, Excess Fair Value for Award Modifications [Member]    
Pay vs Performance Disclosure    
Adjustment to Compensation, Amount $ 0 $ 0
v3.25.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2024
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure The Company generally grants annual equity awards in the first quarter of each year, following approval by the Committee. The Committee and the Board do not take into account material non-public information when determining the timing or terms of equity awards or executive compensation. In 2024, we did not grant stock options, stock appreciation rights, or similar option-like awards to our NEOs.
Award Timing Predetermined true
Award Timing MNPI Considered true
Award Timing, How MNPI Considered The Committee and the Board do not take into account material non-public information when determining the timing or terms of equity awards or executive compensation
MNPI Disclosure Timed for Compensation Value false
v3.25.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2024
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true