DEF 14A of Phinia Inc., Apr 8, 2025

DEF 14A of Phinia Inc.

Filed Apr 8, 2025 · FY20240001968915-25-000019

Open on EDGAR

  1. Table of Contents

    | Pay Ratio | 60 | | Pay Versus Performance | 61 | | Pay Versus Performance Table | 61 | | Pay Versus Performance Relationship Descriptions | 62 | | Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm | 64 | | Independent Auditor’s Fees | 65 | | Pre-Approval Policy of Services Performed by Independent Auditors | 65 | | 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 2026 Annual Meeting | 73 | | Delinquent Section 16(a) Reports | 74 | | Annex A: Non-GAAP Financial Measures | A-1 |

  2. Proposal 1: Election of Directors

    Proposal 1: Election of Directors

  3. Proposal 1: Election of Directors

    | | The Board recommends a vote FOR each director nominee. |

  4. Our Director Nominees

    Our Director Nominees Our Board brings extensive experience and expertise across multiple disciplines. Each member of the Board was chosen for his or her skills and experiences, including with respect to: the transportation industry; manufacturing and operations; capital markets, corporate finance, and investments; legal and enterprise risk management; executing on restructuring programs; adapting to changing market conditions; demonstrated success in acquisitions and integrations across global commercial vehicle, industrial, light commercial vehicle, light passenger vehicle, and aftermarket industries; excellence in building culture; and general business acumen.

  5. Our Director Nominees

    | | | | | | Samuel R. Chapin Independent Senior Advisor, Rockefeller Capital Management; Retired, Former Executive Vice Chairman, Global Corporate and Investment Banking, Bank of America Merrill Lynch Age: 67 Committees: CC, CGC | Brady D. Ericson President and Chief Executive Officer, PHINIA Inc. Age: 53 Committees: None | Robin Kendrick Independent Retired, Former President and Chief Executive Officer, Accuride Corporation Age: 60 Committees: AC, CGC | Latondra Newton Independent Former Senior Vice President and Chief Diversity Officer, The Walt Disney Company Age: 56 Committees: CC | | | | | | | D’aun Norman Independent Retired, Former Audit Partner, Ernst & Young LLP Age: 58 Committees: AC* | Meggan M. Walsh Independent Retired, Former Senior Portfolio Manager and Head, Dividend Value, Invesco Ltd. Age: 61 Committees: CGC | Rohan S. Weerasinghe Independent Non-Executive Chair, PHINIA Inc.; Of Counsel, A&O Shearman; Retired, Former General Counsel, Citigroup, Inc. Age: 74 Committees: CGC* | Roger J. Wood Independent Retired, Former Co-Chief Executive Officer, Tenneco Inc. Age: 62 Committees: AC, CC* |

  6. Our Director Nominees

    COMMITTEE KEY: AC – Audit Committee | CC – Compensation Committee | CGC – Corporate Governance Committee | * Committee Chair

  7. Our Director Nominees

    | | Proxy Statement | 2025 | 7 |

  8. Proposal 3: Ratification of the Appointment of PricewaterhouseCoopers LLP as Our Independent Registered Public Accounting Firm

    | | | | | | Samuel R. Chapin Independent Senior Advisor, Rockefeller Capital Management; Retired, Former Executive Vice Chairman, Global Corporate and Investment Banking, Bank of America Merrill Lynch Age: 67 Committees: CC, CGC | Brady D. Ericson President and Chief Executive Officer, PHINIA Inc. Age: 53 Committees: None | Robin Kendrick Independent Retired, Former President and Chief Executive Officer, Accuride Corporation Age: 60 Committees: AC, CGC | Latondra Newton Independent Former Senior Vice President and Chief Diversity Officer, The Walt Disney Company Age: 56 Committees: CC | | | | | | | D’aun Norman Independent Retired, Former Audit Partner, Ernst & Young, LLP Age: 58 Committees: AC* | Meggan M. Walsh Independent Retired, Former Senior Portfolio Manager and Head, Dividend Value, Invesco Ltd. Age: 61 Committees: CGC | Rohan S. Weerasinghe Independent Non-Executive Chair, PHINIA Inc.; Of Counsel, A&O Shearman; Retired, Former General Counsel, Citigroup, Inc. Age: 74 Committees: CGC* | Roger J. Wood Independent Retired, Former Co-Chief Executive Officer, Tenneco Inc. Age: 62 Committees: AC, CC* |

  9. Our Director Nominees

    Our Director Nominees

  10. Our Director Nominees

    | Rohan S. Weerasinghe Non-Executive Chair of the Board Independent Director Age: 74 Director since 2023 Committees: •Corporate Governance (Chair) | Professional Experience •Of Counsel, Allen Overy Shearman Sterling LLP (A&O Shearman) (2023 – Present) •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 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 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. •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. | | | Prior Board Experience •Sateri Holdings (2010 – 2012) | | | Education •J.D., Harvard Law School •M.B.A., Harvard Business School •B.A., Harvard College |

  11. Our Director Nominees

    | | Proxy Statement | 2025 | 15 |

  12. Our Director Nominees

    | Brady D. Ericson President & CEO, PHINIA Age: 53 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 (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 (automotive and e-mobility supplier), 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 technologies will be key to lower carbon 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. | | | 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 |

  13. Our Director Nominees

    | 16 | 2025 | Proxy Statement | |

  14. Our Director Nominees

    | Samuel R. Chapin Independent Director Age: 67 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. •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 |

  15. Our Director Nominees

    | | Proxy Statement | 2025 | 17 |

  16. Our Director Nominees

    | Robin Kendrick Independent Director Age: 60 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, 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 the former CEO and a current 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 also 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 expectations surrounding capital allocation, leverage, and financial discipline, as well as managing risks applicable to complex, global organizations. | | | Other Boards •Accuride Corporation (2019 – Present) •ATC (2022 – Present) | | | Education •B.S., University of Leeds, England |

  17. Our Director Nominees

    | 18 | 2025 | Proxy Statement | |

  18. Our Director Nominees

    | Latondra Newton Independent Director Age: 56 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. 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 |

  19. Our Director Nominees

    | | Proxy Statement | 2025 | 19 |

  20. Our Director Nominees

    | D'aun Norman Independent Director Age: 58 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. •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 •CERT Certificate in Cybersecurity Oversight, Carnegie Mellon University Software Engineering Institute •EY Executive Education Program, Northwestern University Kellogg School of Management |

  21. Our Director Nominees

    | 20 | 2025 | Proxy Statement | |

  22. Our Director Nominees

    | Meggan M. Walsh Independent Director Age: 61 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. •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. •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 expectations surrounding capital allocation, leverage, financial discipline, environmental, social, and governance topics, among other matters. | | | Education •M.B.A., Loyola University Maryland •B.S., University of Maryland •Chartered Financial Analyst |

  23. Our Director Nominees

    | | Proxy Statement | 2025 | 21 |

  24. Our Director Nominees

    | Roger Wood Independent Director Age: 62 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. •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 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 |

  25. Our Director Nominees

    | 22 | 2025 | Proxy Statement | |

  26. Qualifications for Director Nominees and Board Member Attributes

    Qualifications for Director Nominees and Board Member Attributes The Corporate Governance Committee is responsible for establishing criteria for membership on the Board and its committees, such as depth of experience, balance of business interest and experience, independence, required expertise, and qualifications. In considering each director nominee and the composition of the Board and its committees as a whole, the Corporate Governance Committee considers the minimum qualifications and attributes included in the Corporate Governance Committee Charter and utilizes a director matrix consisting of a broad range of skills, experiences, qualifications, and attributes that it believes enables a director nominee to make significant contributions to the Board, the Company, and our shareholders. We further describe these minimum qualifications and attributes and our director matrix in the Board Composition and Qualifications section of this Proxy Statement. The Corporate Governance Committee may consider additional skills, experiences, attributes, and qualifications, as it deems appropriate, given the then-current needs of the Board and PHINIA. The Corporate Governance Committee reviews the criteria for Board and committee membership (including the qualifications, attributes, and director matrix more fully described elsewhere in this Proxy Statement) as part of its annual Board composition review, which includes a review of potential director candidates.

  27. Director Candidate Identification and Evaluation Process

    Director Candidate Identification and Evaluation Process The Corporate Governance Committee accepts candidate recommendations and referrals from a variety of sources, including shareholders, directors, senior management, and third-party search firms. When identifying candidates for Board membership, the Corporate Governance Committee will include, and will request that any search firm it engages include, a pool of qualified candidates from which director nominees are chosen. The Corporate Governance Committee assesses the effectiveness of this policy as part of its regular review of the Corporate Governance Committee Charter, the annual Board and committee evaluation process, and by monitoring changes in the Board’s composition along a variety of dimensions over time. When engaging a search firm, the Corporate Governance Committee generally provides additional guidance to the search firm as to the skills, experiences, qualifications, and attributes that the Corporate Governance Committee is seeking in potential candidates. The search firm then identifies candidates for the Corporate Governance Committee’s consideration and conducts a preliminary interview of such candidates.

  28. Director Candidate Identification and Evaluation Process

    | | Proxy Statement | 2025 | 25 |

  29. Director Candidate Identification and Evaluation Process

    Included below is an overview of the process the Corporate Governance Committee undertakes when evaluating candidates. This evaluation procedure is the same for all candidates, including director candidates identified by shareholders, and was followed with respect to the appointment of Ms. Walsh to the Board in 2024. Ms. Walsh was appointed to the Board on June 25, 2024, and was first introduced to the Corporate Governance Committee as a potential nominee by a third-party search firm. In evaluating Ms. Walsh as a director candidate, the Corporate Governance Committee and the Board considered her extensive investor leadership experience in both fixed income and equity portfolio management, her experience analyzing and assessing mergers and acquisitions, and the effectiveness of corporate actions, and her many other skills, experiences, and attributes, and concluded that she would contribute positively to the Board’s mix of skills and experiences.

  30. Director Candidate Identification and Evaluation Process

    | 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. | | | | | Interviews | 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. |

  31. Shareholder Recommendations for Director Nominees

    Shareholder Recommendations for Director Nominees The Corporate Governance Committee will consider candidates for the Board that are recommended by shareholders. Shareholder-recommended candidates whose nominations comply with the required procedures described in our Amended and Restated By-Laws, and who meet the criteria referred to in our Corporate Governance Guidelines, will be evaluated by the Corporate Governance Committee in the same manner as the Corporate Governance Committee’s candidates. See "Shareholder Proposals for the 2026 Annual Meeting" in the Annual Meeting and Other Information section of this Proxy Statement for additional information regarding the process for shareholders to recommend director nominees.

  32. Shareholder Recommendations for Director Nominees

    | 26 | 2025 | Proxy Statement | |

  33. Non-Employee Director Compensation Program

    Non-Employee Director Compensation Program Under our non-employee director compensation program, each of our non-employee directors receives an annual non-employee director fee and an annual equity award in connection with their services to the Company. Also pursuant to the program, each non-employee director receives additional fees for serving as the chair or as a member of the Board’s committees and is reimbursed for out-of-pocket expenses in connection with their service to the Company. Any non-employee directors that are elected by the Board to become a director outside of an annual meeting of shareholders will receive annual non-employee director fees and annual equity awards pro-rated for the service provided until the next annual meeting of shareholders. The table below sets forth the components of our non-employee director compensation program.

  34. Non-Employee Director Compensation Program

    | Element | Value | | | Board Cash Retainer(1) | $100,000 | | | Board Non-Executive Chair Cash Premium(1) | $100,000 | | | Board Equity Retainer(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 |

  35. Non-Employee Director Compensation Program

    (1)Cash retainers are paid quarterly in arrears and prorated for partial years of service. (2)Equity awards are granted in the form of restricted stock and generally vest after one year, subject to the non-employee director’s continued service through such date. One share of restricted stock is equivalent in value to one share of the Company’s common stock. The 2024 Board Equity Retainer will vest on the date of the Annual Meeting, May 21, 2025, subject to the non-employee director’s continued service through such date. Consistent with its charter, the Corporate Governance Committee periodically reviews the non-employee director compensation program and recommends changes to the Board as it deems appropriate. During 2024, in consultation with the Compensation Committee Chair and based on a comparative market analysis prepared by the independent compensation consultant retained by the Compensation Committee, the Corporate Governance Committee (i) confirmed the continued appropriateness of, and determined not to make any changes to, the components and levels of compensation provided to non-employee directors pursuant to the program and (ii) approved (and recommended that the Board approve) the PHINIA Inc. Director Deferred Compensation Program, as further described below.

  36. Non-Employee Director Compensation Program

    | 34 | 2025 | Proxy Statement | |

  37. 2024 Director Compensation

    2024 Director Compensation The following table sets forth the total compensation of the Company’s non-employee directors for the year ended December 31, 2024.

  38. 2024 Director Compensation

    | Name(1) | Fees Earned or Paid in Cash ($)(3) | Stock Awards ($)(4) | All Other Compensation ($) | Total ($) | | Samuel R. Chapin | 112,500 | 140,027 | 0 | 252,527 | | Robin Kendrick | 112,500 | 140,027 | 0 | 252,527 | | Latondra Newton | 107,500 | 140,027 | 0 | 247,527 | | D’aun Norman | 125,000 | 140,027 | 0 | 265,027 | | Meggan M. Walsh(2) | 25,829 | 120,335 | 0 | 146,164 | | Rohan S. Weerasinghe | 215,000 | 140,027 | 0 | 355,027 | | Roger J. Wood | 125,000 | 140,027 | 0 | 265,027 |

  39. 2024 Director Compensation

    (1)Mr. Ericson is a member of the Board and President and CEO of the Company, and his compensation for fiscal year 2024 is reported in the Summary Compensation Table and other tables and sections of this Proxy Statement. Mr. Ericson did not receive any additional compensation for his service on the Board. (2)Ms. Walsh joined the Board effective July 1, 2024. Compensation reflects fees for her Board and committee service from July 1, 2024 through December 31, 2024. (3)This column reflects the cash fees earned by and paid (in arrears) to non-employee directors for Board and committee service to the Company from January 1, 2024 through December 31, 2024. (4)This column reflects the aggregate grant date fair value, determined in accordance with the Financial Accounting Standard Board’s Accounting Standards Codification 718, Compensation—Stock Compensation (ASC Topic 718), excluding the effect of estimated forfeitures, of the (i) annual Board equity retainer grants of restricted stock made by the Company on May 9, 2024 (Messrs. Chapin, Kendrick, Weerasinghe, and Wood, and Mses. Newton and Norman) and August 1, 2024 (Ms. Walsh). A discussion of the relevant assumptions is set forth in Note 16 to the Consolidated Financial Statements in Part II, Item 8 of the 2024 Annual Report. As of December 31, 2024, each of Messrs. Chapin, Kendrick, Weerasinghe, and Wood, and Mses. Newton and Norman held 3,315 unvested restricted shares and Ms. Walsh held 2,776 unvested restricted shares.

  40. 2024 Director Compensation

    | 36 | 2025 | Proxy Statement | |

  41. 2024 Director Compensation

    | Proposal 2 | | | | Advisory Approval of the Compensation of Our Named Executive Officers |

  42. 2024 Director Compensation

    In accordance with the requirements of Section 14A of the Exchange Act, PHINIA is requesting that our shareholders vote, on an advisory basis, to approve the compensation of our named executive officers, as discussed in the Compensation Discussion and Analysis and the compensation tables and accompanying narrative disclosure included in this Proxy Statement. This advisory vote is commonly referred to as a “say-on-pay” vote. The vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and our executive compensation program and practices described in this Proxy Statement. At our 2024 annual meeting of shareholders (2024 Annual Meeting), we held an advisory say-on-pay frequency vote and shareholders voted in favor of holding the advisory say-on-pay vote on an annual basis. Following the 2024 Annual Meeting and based on this shareholder vote, the Board determined that the Company would hold the say-on-pay vote on an annual basis (with the next one occurring in 2026) until the next advisory vote on say-on-pay frequency at the 2030 annual meeting of shareholders. Although the advisory say-on-pay vote is not binding, the Board and Compensation Committee highly value the opinions of our shareholders. The result of this vote will provide information to the Compensation Committee about our shareholders’ views of our executive compensation program, which the Compensation Committee will be able to consider in the future when making executive compensation decisions. Our executive compensation programs are designed to be consistent with our compensation philosophy to pay for performance, align the interests of our executives with those of shareholders, and pay competitively. The Compensation Committee closely monitors our compensation program and pay levels of executives from other similarly-situated companies, and maintains a high level of oversight over our executive compensation program. For the reasons expressed above and in the Compensation Discussion and Analysis, the Compensation Committee and the Board believe that our compensation policies and programs are aligned with the interests of our shareholders and designed to reward performance and pay competitively. The Board recommends that shareholders vote FOR the following resolution: “RESOLVED, that the compensation of the Company’s named executive officers as disclosed in this Proxy Statement pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the executive compensation tables and the narrative discussion, is approved.”

  43. 2024 Director Compensation

    | | Our Board recommends that you vote “FOR” the advisory approval of the compensation of our named executive officers. |

  44. 2024 Director Compensation

    | | Proxy Statement | 2025 | 37 |

  45. Table of Contents

    | Other Executive Compensation Practices and Policies | 48 | | Executive Stock Ownership Policy | 48 | | Compensation Recovery Policy | 48 | | Equity Grant Practices | 48 | | Restrictions on Short Sales, Hedging, and Pledging of Stock | 48 | | Executive Benefits and Retirement Plan | 49 | | Limited Cash Allowances | 49 | | Change of Control and Severance Plans and Agreements | 49 | | Treatment of Equity in the Event of a Change of Control | 50 | | Compensation Risk Management | 50 |

  46. Compensation Practices

    | | What We Don’t Do | | | We do not provide excessive severance benefits | | | We do not provide excessive executive 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 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 |

  47. Decision-Making and Oversight

    | Compensation Committee and Management | | The Committee is comprised of independent members of our Board. The Board has delegated to the Committee responsibility for reviewing and approving the compensation for our executive officers, among other matters. Accordingly, the Committee has determined and approved the compensation of our NEOs and each of our other executive officers. The Committee works closely with its independent compensation consultant and management to evaluate the appropriateness and effectiveness of the Company’s executive compensation program. Pursuant to its charter, the Committee may form and delegate authority to subcommittees (consisting of one or more members) or Company officers as it deems appropriate and in accordance with applicable laws, regulations, and listing standards. The Committee performs a strategic review of executive officer compensation levels at least annually, in addition to having regular discussions about the executive compensation program during its meetings held throughout the year. The Committee evaluates the executive compensation program to confirm alignment with our pay-for-performance philosophy, executive compensation objectives, the Company’s business strategies, competitive market conditions, and the interests of our shareholders. The Committee also considers feedback from shareholders. After consideration of these data points, the Committee seeks to determine whether the executive compensation program: (i) meets these objectives; (ii) provides adequate incentives and motivation to executive officers; and (iii) appropriately compensates executive officers relative to comparable officers at other companies with which PHINIA competes for executive talent. In setting the compensation of our executive officers other than our CEO, the Committee takes into account the CEO’s review of each executive officer’s performance and his recommendations with respect to each executive officer’s compensation. The CEO does not participate in the approval of his own compensation. The CEO's compensation is approved and determined by the Committee based on guidance from our compensation consultant, competitive market compensation data, and individual and Company performance criteria. | | Independent Compensation Consultant | | The Committee has directly engaged Pearl Meyer & Partners, LLC (Pearl Meyer) to serve as its independent compensation consultant. As requested by the Committee, Pearl Meyer advises the Committee on general marketplace trends in executive compensation, advises the Committee and assists management with proposals for our executive compensation programs and compensation philosophy, assists in the development of a group of peer companies for inclusion in competitive market analyses of compensation, and otherwise advises the Committee and management with regard to the compensation of our NEOs and other executive officers. During 2024, Pearl Meyer also provided input to the Corporate Governance Committee for its review of non-employee director compensation, which is described in the Non-Employee Director Compensation Program section of this Proxy Statement. The Committee has assessed the independence of Pearl Meyer pursuant to the applicable rules and determined that its engagement of Pearl Meyer does not raise any conflict of interest. The Committee will continue to conduct a similar assessment of the independence of the compensation consultant annually. Pearl Meyer does not provide any services to the Company or any of the Company’s affiliates other than advising the Committee on executive compensation matters and advising the Corporate Governance Committee on non-employee director compensation matters. | | Use of Competitive Data and Peer Group | | The Committee believes it is important to clearly understand the relevant market for executive talent to inform its decision-making and confirm that our executive compensation program is designed to attract, motivate and retain key talent. For 2024, the Committee and management worked with Pearl Meyer to review and approve the following group of companies (the Peer Group) for purposes of assessing competitive compensation practices. |

  48. Decision-Making and Oversight

    The Committee selected the Peer Group based on several important criteria, including: •similarity of such companies’ industries to those of PHINIA (considering companies within the auto parts and equipment, construction machinery and heavy trucks, electrical components and equipment, industrial machinery, tires and rubber, and technology industries); •general comparability of key financial measures (primarily annual revenue and market capitalization, with ideal candidates having revenue between one-third and three times the projected revenue of PHINIA); and •the extent to which such companies may compete with PHINIA for executive talent based on the above and additional factors. At the time the Peer Group was approved, the Company’s revenue was around the median of the Peer Group. The Committee reviews the composition of our Peer Group at least annually to confirm that the companies constituting the Peer Group continue to provide meaningful and relevant compensation comparisons. In determining the compensation of our executive officers, the Committee reviews and considers data from the Peer Group, in addition to relevant published compensation survey data, input from our CEO and other Board and Committee members, the competitiveness of current compensation levels relative to market, and other factors. The Committee does not target a specific competitive position versus the market in determining the compensation of our executive officers. Rather, the Committee considers the compensation data of the Peer Group and such other resources in conjunction with the Company’s pay-for-performance and long-term value creation objectives in determining the compensation for our executive officers designed to align management’s interests with those of our shareholders.

  49. Base Salary

    In establishing base salaries for our executive officers, the Committee considers the scope of each executive’s responsibilities and individual experiences, the time period serving in the executive officer role, development opportunities, changes in responsibilities, internal equity, and individual and business performance, with reference to market and Peer Group data. When considering market competitive base salaries, the Committee targets median market levels among its Peer Group. Base salaries may, however, be reasonably below or above the median of the Peer Group considering the other factors described above. With the input of Pearl Meyer, the Committee conducted a review of the compensation of our NEOs. Based on such review, the Committee approved 2024 base salaries for our NEOs effective April 1, 2024, as set forth in the table below. Base salaries for our NEOs increased between 5.0% and 15.0% as compared to 2023, informed by market compensation data from our Peer Group and published surveys, to move compensation levels closer to market medians and reflect individual and business performance, individual responsibilities, internal equity, and retention considerations.

  50. Annual Cash Incentive

    Annual Cash Incentive

  51. Annual Cash Incentive

    | | LINK TO COMPENSATION OBJECTIVES | Performance-based, at-risk compensation intended to focus executives on achieving exceptional performance relative to annual financial metrics that are designed to drive shareholder value. |

  52. Annual Cash Incentive

    The Committee previously approved and implemented the PHINIA Inc. Management Incentive Bonus Plan (PHINIA MIP)—a cash-based, annual incentive plan intended to assist the Company in attracting and retaining highly qualified employees and to focus executives on achieving annual financial goals that are designed to drive long-term shareholder value. At the beginning of 2024, the Committee approved annual cash incentives for our NEOs under the PHINIA MIP that may be earned based on the Company's achievement of two equally-weighted financial performance measures specific to PHINIA: EVA and Adjusted Free Cash Flow. The Committee selected EVA and Adjusted Free Cash Flow because they are key measures used by management for, among other matters, considering the Company’s cost of capital in connection with investment decisions and with actions aimed at creating long-term shareholder value. Additionally, EVA is generally believed to be reflective of true economic profit beyond accounting profits, and to incentivize true value creation for shareholders, including having a high correlation to share price. EVA and Adjusted Free Cash Flow are non-GAAP measures. Please see Annex A for reconciliations to their most directly comparable financial measures as reported under GAAP or an explanation of how such measures are calculated from the financial statements. The payout range of the 2024 annual cash incentives is between 0% and 200%, with 50% payout at threshold achievement and 200% payout at maximum achievement for each metric. The Committee reserved discretion to adjust final 2024 annual incentive payouts by up to 10% (positive or negative) based on the Committee’s evaluation of the Company’s

  53. Annual Cash Incentive

    | | Proxy Statement | 2025 | 45 |

  54. Annual Cash Incentive

    performance against its strategic goals (with total payout for each NEO capped at 200% of their respective target bonus opportunity). The Committee believes the design of the 2024 annual cash incentive to be appropriate for our NEOs because it: •is aligned with PHINIA's executive compensation philosophy and business objectives; •aligned annual cash incentives to PHINIA-specific 2024 performance; and •aligned NEOs' interests with Company business goals and strategies and the interests of the Company's shareholders. In connection with approving the 2024 annual incentive program under the PHINIA MIP, the Committee approved 2024 target annual incentive opportunities for our NEOs, as follows, with achievement levels ranging between a minimum of 0% to a maximum of 200% of the target annual incentive opportunity.

  55. Annual Cash Incentive

    | Name | Target Annual Incentive Opportunity (% of base salary) | Target Annual Incentive Opportunity ($ as a dollar amount) | | Brady D. Ericson | 125% | 1,250,000 | | Chris P. Gropp | 70% | 374,500 | | Robert Boyle | 60% | 260,700 | | Alisa Di Beasi | 55% | 224,538 | | Matthew Logar | 50% | 191,625 |

  56. Annual Cash Incentive

    The 2024 performance metrics, targets, weightings and actual results for our NEOs, as approved by the Committee, were as follows (with straight line interpolation between performance levels).

  57. Annual Cash Incentive

    | | | Performance Level | | | | | | | | | Performance Metric | Weight | Threshold (50% payout) | | Target (100% payout) | | Maximum (200% payout) | | Actual Results(1) | | | EVA | 50% | $7.709 | M | $12.314 | M | $21.525 | M | $14.9 | M | | Adjusted Free Cash Flow | 50% | $160 | M | $180 | M | $220 | M | $253 | M |

  58. Annual Cash Incentive

    (1)EVA and Adjusted Free Cash Flow are non-GAAP measures. Please see Annex A for reconciliations to their most directly comparable financial measures as reported under GAAP or an explanation of how such measures are calculated from the financial statements. In February 2025, the Committee approved the annual cash incentive amounts earned by our NEOs for 2024 based on demonstrated achievement of the pre-established EVA and Adjusted Free Cash Flow measures.

  59. Annual Cash Incentive

    | 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 | 128% | 200% | 164% | $2,050,000 | | Chris P. Gropp | 128% | 200% | 164% | $614,180 | | Robert Boyle | 128% | 200% | 164% | $427,548 | | Alisa Di Beasi | 128% | 200% | 164% | $368,242 | | Matthew Logar | 128% | 200% | 164% | $314,265 |

  60. Annual Cash Incentive

    (1)Final actual incentive payout amounts, as approved by the Committee, were determined based upon actual performance against EVA and Adjusted Free Cash Flow for 2024, with no application of Committee discretion to modify payouts as permitted under the approved 2024 annual cash incentive program.

  61. Annual Cash Incentive

    | 46 | 2025 | Proxy Statement | |

  62. Long-Term Equity Incentives

    Long-Term Equity Incentives

  63. Long-Term Equity Incentives

    | | LINK TO COMPENSATION OBJECTIVES | Performance-based, at-risk compensation intended to focus our executives on achieving longer-term financial goals that are designed to drive long-term shareholder value and support the Company’s retention strategies. |

  64. Long-Term Equity Incentives

    The PHINIA Inc. 2023 Stock Incentive Plan (the Stock Incentive Plan) authorizes the Committee to award stock appreciation rights, stock options, restricted stock, stock units, performance units, cash incentive awards, and certain other types of awards to our key employees and directors. The general practice of the Committee is to grant incentive awards, including equity-based incentive awards, during the first quarter of the calendar year so that all components of executive compensation can be considered in a coordinated and comprehensive manner. The Committee approved the grant of 2024 long-term equity incentive compensation (LTI) awards to each of the Company’s executive officers, including the NEOs, in February 2024 (the 2024 LTI Awards). The target 2024 LTI Awards for the Company’s NEOs consist of grants of PSUs (weighted 60%) and time-based RSAs (weighted 40%) awarded under the Stock Incentive Plan. The table below sets forth the target dollar values for the 2024 LTI Awards granted to each of the NEOs, as well as the number of shares or units awarded.

  65. Long-Term Equity Incentives

    | | | Number of Awards Granted in 2024(1) | | | Name | 2024 LTI Award Value at Target | PSUs at Target | Restricted Stock at Target | | Brady D. Ericson | $4,500,000 | 90,574 | 60,382 | | Chris P. Gropp | $1,000,000 | 20,127 | 13,418 | | Robert Boyle | $500,000 | 10,064 | 6,709 | | Alisa Di Beasi | $415,000 | 8,353 | 5,569 | | Matthew Logar | $400,000 | 8,051 | 5,367 |

  66. Long-Term Equity Incentives

    (1) The Company’s 20-day average closing stock price per share as of the fifth trading day prior to the date of grant ($29.81) was used to convert target 2024 LTI Award values to units. The closing stock price per share on the grant date used for accounting values in the Summary Compensation Table was $31.73.

  67. Performance Stock Units

    Performance Stock Units PSUs granted in 2024, as approved by the Committee, have a cumulative three-year performance period (2024-2026). Earned PSUs will vest based on the Company’s TSR performance compared to that of a comparator group of peer companies (relative TSR, or rTSR), as outlined below (with straight-line interpolation between performance levels). The vesting of the PSUs is conditioned on the NEO’s continued service with the Company through the end of the performance period and is further subject to the terms and conditions of the Stock Incentive Plan and the applicable award agreements.

  68. Performance Stock Units

    | Performance Level | Company's rTSR Percentile Rank | Percentage of Target PSUs Earned(1) | | Maximum | 75th and Above | 200% | | Target | 50th | 100% | | Threshold | 25th | 50% | | Below Threshold | Below 25th | —% |

  69. Performance Stock Units

    (1) The payout is limited to 100% of target if the Company’s absolute TSR is negative. The Committee believes the PSUs align the interests of our NEOs with those of our shareholders, and further emphasize the importance of our long-term performance and value creation. All 2024 grants of PSUs will be settled in shares of Company common stock.

  70. Performance Stock Units

    | | Proxy Statement | 2025 | 47 |

  71. Performance Stock Units

    The comparator group of peer companies for evaluating relative TSR is the same as the benchmarking peer group used for purposes of assessing competitive compensation practices and identified above in the Decision-Making and Oversight section of this CD&A.

  72. Time-Based Restricted Stock

    Time-Based Restricted Stock RSAs granted in 2024, as approved by the Committee, will vest ratably in three equal installments on February 28, 2025, February 28, 2026, and February 28, 2027. The vesting of RSAs is conditioned on the NEO’s continued service with the Company through the applicable vesting dates and is further subject to the terms and conditions of the Stock Incentive Plan and the applicable award agreements. The Committee believes that the use of RSAs as a component of compensation helps retain executives and aligns the interests of our executives with those of our shareholders, as the value of RSAs is directly linked to the price of the Company's common stock.

  73. Equity Grant Practices

    Equity Grant Practices 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.

  74. Equity Grant Practices

    | 48 | 2025 | Proxy Statement | |

  75. Change of Control and Severance Plans and Agreements

    Change of Control and Severance Plans and Agreements We have Change of Control Employment Agreements (as currently in effect, the CoC Agreements) with each of our NEOs and certain other executives. In establishing the CoC Agreements, our Board determined that it is in the best interests of the Company and our shareholders to: (i) maintain NEOs’ continued dedication in the event of either a contemplated or actual change of control; and (ii) provide two years of compensation to NEOs terminated in connection with a change of control so as to focus their attention on executing the transaction rather than their personal circumstances affected by a change of control (including in the event of their termination of employment without cause or for good reason in connection with a change of control). A description of such compensation and severance payments and benefits is described in this Proxy Statement under Potential Payments Upon Termination or Change of Control. The CoC Agreements: (i) do not provide for excise tax gross-up provisions; (ii) allow a portion of any benefit received in connection with a change of control to be attributable to a non-compete agreement to reduce the potential for the excise tax; and (iii) require an executive to forego a portion of change of control payments that could otherwise trigger excise tax if such reduction would be beneficial to the executive. Each of our NEOs is eligible for severance benefits under the PHINIA Inc. Transition Income Plan (TIP). We established the TIP to provide limited severance payments to all U.S. salaried employees in the event their employment is terminated due to a restructuring or reduction in work force, or the permanent elimination of a position. The TIP benefit includes a lump sum payment that is based on length of service (with a maximum benefit of 26 weeks of base salary) and medical coverage if eligible, subject to an employee’s execution, and non-revocation, of a release of claims against the Company. In no event would an NEO receive a payment under both the CoC Agreement and the TIP.

  76. Change of Control and Severance Plans and Agreements

    | | Proxy Statement | 2025 | 49 |

  77. Treatment of Equity in the Event of a Change of Control

    Treatment of Equity in the Event of a Change of Control The CoC Agreements and RSA and RSU award agreements provide for double-trigger vesting upon a change of control. Specifically, to the extent the acquiror in a change of control transaction assumes outstanding equity-based awards or provides replacement awards on an equivalent basis, these awards will not automatically be subject to accelerated exercisability, vesting, or settlement upon the change of control. Rather, vesting will occur upon the participant’s termination of employment if they are terminated by the Company (or its successor) without cause or if the participant terminates their employment for good reason during the two-year period following the change of control. In the case of assumed awards that vest based on the attainment of performance goals, (i) the performance goals will be deemed to have been satisfied at the target award level or, if greater, as otherwise specified by the Committee at or after grant, and (ii) any assumed or substituted award will not include a performance goal, unless otherwise determined by the Committee. If the acquiror in the change of control transaction does not assume the awards or issue replacement awards, then upon the date of the change of control, RSAs and RSUs will become fully vested. For awards that vest based on the attainment of performance goals and that are not assumed by the acquiror, the goals will be deemed to have been fully earned and achieved at projected actual performance levels as determined by the Committee in its sole discretion, and the relevant performance period will be deemed to have ended on the effective date of the change of control.

  78. Compensation Risk Management

    Compensation Risk Management Each year, our Committee oversees a risk assessment of the Company’s executive compensation program, supported by our independent compensation consultant, to confirm that our compensation program and practices do not create risks that are reasonably likely to have a material adverse effect on the Company. Our executive compensation program currently includes several features that mitigate unnecessary risk-taking, including: (i) a balance of short- and long-term incentives, with long-term incentives serving as the majority of our executives’ target direct compensation; (ii) a mix of performance metrics associated with our incentives; (iii) clawback provisions; and (iv) stock ownership requirements.

  79. Summary Compensation Table (2024, 2023, and 2022)

    Summary Compensation Table (2024, 2023, and 2022) The following table presents compensation information for each of our NEOs. Prior to completion of the Spin-Off in July 2023, such amounts were paid by the Company's former parent. Following the Spin-Off's completion, the amounts included below were paid by the Company.

  80. Summary Compensation Table (2024, 2023, and 2022)

    | Name & Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards(1) ($) | Non-Equity Incentive Plan Compensation(2) ($) | Change in Pension Value & Nonqualified Deferred Compensation Earnings ($) | All Other Compensation(3) ($) | Total ($) | | Brady D. Ericson | 2024 | 968,750 | — | 5,951,898 | 2,050,000 | — | 758,975 | 9,729,623 | | President and CEO | 2023 | 781,250 | — | 5,891,782 | 976,500 | — | 530,511 | 8,180,043 | | | 2022 | 668,750 | — | 2,028,631 | 1,279,800 | — | 287,661 | 4,264,842 | | Chris P. Gropp | 2024 | 526,250 | — | 1,322,612 | 614,180 | — | 224,195 | 2,687,237 | | VP and CFO | 2023 | 423,996 | 169,752 | 993,558 | 325,500 | — | 411,767 | 2,324,573 | | | 2022 | 337,033 | — | 199,273 | 189,832 | — | 306,573 | 1,032,711 | | Robert Boyle | 2024 | 424,625 | — | 661,329 | 427,548 | — | 174,227 | 1,687,729 | | VP, General Counsel and Secretary | 2023 | 357,808 | 166,560 | 547,792 | 183,675 | — | 404,834 | 1,660,669 | | | 2022 | 329,840 | — | 193,740 | 192,760 | — | 928,513 | 1,644,853 | | Alisa Di Beasi | 2024 | 394,938 | — | 548,914 | 368,242 | — | 117,045 | 1,429,139 | | VP and CHRO | 2023 | 344,646 | 155,304 | 524,466 | 165,075 | — | 86,113 | 1,275,604 | | | 2022 | 315,748 | — | 199,273 | 191,642 | — | 60,751 | 767,414 | | Matthew Logar | 2024 | 378,687 | 100,000(4) | 529,048 | 314,265 | — | 102,827 | 1,424,827 | | VP and CIO | | | | | | | | |

  81. Summary Compensation Table (2024, 2023, and 2022)

    (1)Reflects the aggregate grant date fair value of stock awards calculated in accordance with ASC Topic 718, excluding the effect of estimated forfeitures. 2024 stock awards consisted of PSUs and RSAs granted to all NEOs under the Stock Incentive Plan on February 16, 2024. The terms of the 2024 stock awards are summarized in the CD&A under “NEO Compensation—Long-Term Equity Incentives.” A discussion of the relevant assumptions is set forth in Note 16 to the consolidated financial statements in the 2024 Annual Report. For the PSUs, which are market-based, the aggregate grant date fair value of the awards, as reported in the table, does not change assuming that the highest level of performance conditions will be achieved. These amounts may not reflect the actual value realized upon vesting or settlement, if any. (2)Cash payments made under the PHINIA MIP with respect to 2024 performance. (3)Amounts reported include compensation under the following plans and programs.

  82. Summary Compensation Table (2024, 2023, and 2022)

    | 2024 Plan or Program | Ericson ($) | Gropp ($) | Boyle ($) | Di Beasi ($) | Logar ($) | | Limited Cash Allowance(a) | 50,000 | 35,000 | 25,000 | 25,000 | 25,000 | | PHINIA Retirement Savings Plan(b) | 40,550 | 40,550 | 47,623 | 27,919 | 31,198 | | PHINIA Excess Plan(c) | 227,159 | 71,410 | 27,219 | 24,959 | 20,963 | | Value of Dividends Accrued on Unvested Awards(d) | 441,266 | 77,235 | 42,930 | 39,167 | 25,666 | | Costs Related to Prior International Assignments(e) | — | — | 31,455 | — | — | | Total | 758,975 | 224,195 | 174,227 | 117,045 | 102,827 |

  83. Summary Compensation Table (2024, 2023, and 2022)

    (a)Amounts provided on behalf of NEOs in the form of a taxable cash allowance that may be used for the purchase of executive benefits in their discretion. (b)Amounts credited on behalf of NEOs pursuant to the provisions of the PHINIA Retirement Savings Plan.

  84. Summary Compensation Table (2024, 2023, and 2022)

    | | Proxy Statement | 2025 | 51 |

  85. Summary Compensation Table (2024, 2023, and 2022)

    (c)Amounts credited on behalf of NEOs pursuant to the provisions of the PHINIA Excess Plan. (d)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. (e)Amounts relating to taxes paid by the Company related to an international assignment that ended in June 2023. (4)Amount shown in the Bonus column for Mr. Logar represents the first of two cash payments, each in the amount of $100,000, comprising a sign-on bonus associated with joining the Company effective May 1, 2023, with the first payment payable after one year of employment and the second payable after two years of employment with the Company.

  86. Grants of Plan-Based Awards Table (2024)

    Grants of Plan-Based Awards Table (2024) The following table presents additional information regarding the plan-based compensation for 2024 disclosed in the Summary Compensation Table.

  87. Grants of Plan-Based Awards Table (2024)

    | Name | Grant Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Brady D. Ericson | | 625,000 | 1,250,000 | 2,500,000 | | | | | | | | 2/16/2024(2) | | | | | | | 60,382 | 1,915,921 | | | 2/16/2024(3) | | | | 45,287 | 90,574 | 181,148 | | 4,035,977 | | Chris P. Gropp | | 187,250 | 374,500 | 749,000 | | | | | | | | 2/16/2024(2) | | | | | | | 13,418 | 425,753 | | | 2/16/2024(3) | | | | 10,064 | 20,127 | 40,254 | | 896,859 | | Robert Boyle | | 130,350 | 260,700 | 521,400 | | | | | | | | 2/16/2024(2) | | | | | | | 6,709 | 212,877 | | | 2/16/2024(3) | | | | 5,032 | 10,064 | 20,128 | | 448,452 | | Alisa Di Beasi | | 112,269 | 224,538 | 449,076 | | | | | | | | 2/16/2024(2) | | | | | | | 5,569 | 176,704 | | | 2/16/2024(3) | | | | 4,177 | 8,353 | 16,706 | | 372,210 | | Matthew Logar | | 95,813 | 191,625 | 383,250 | | | | | | | | 2/16/2024(2) | | | | | | | 5,367 | 170,295 | | | 2/16/2024(3) | | | | 4,026 | 8,051 | 16,102 | | 358,753 |

  88. Grants of Plan-Based Awards Table (2024)

    (1)Represents threshold, target, and maximum annual cash incentive amounts that could have been earned based on Company performance pursuant to 2024 awards granted under the PHINIA MIP. The amounts of annual cash incentive awards earned in 2024 by our NEOs were determined in February 2025 and are included in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. (2)Represents RSA awards granted under the Stock Incentive Plan. These RSAs vest ratably, with one-third of the RSAs and associated reinvested dividends vesting on February 28, 2025, 2026 and 2027. (3)Represents PSUs granted under the Stock Incentive Plan. PSUs may be earned in a multiple ranging from zero to two times the target awards based on rTSR performance during the performance period January 1, 2024 through December 31, 2026, subject to continued employment through the performance period. The number of PSUs earned will be determined as soon as practicable after the end of the performance period, December 31, 2026. The PSUs are considered market condition awards pursuant to ASC Topic 718 and the grant date fair value for the awards was $44.56 per unit, calculated using the Monte Carlo simulation model in accordance with ASC Topic 718.

  89. Grants of Plan-Based Awards Table (2024)

    | 52 | 2025 | Proxy Statement | |

  90. Outstanding Equity Awards at Fiscal Year-End Table (2024)

    Outstanding Equity Awards at Fiscal Year-End Table (2024) The following table presents information regarding the number and value of unvested equity awards outstanding at December 31, 2024 for our NEOs.

  91. Outstanding Equity Awards at Fiscal Year-End Table (2024)

    | | | Stock Awards | | | | | Name | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested(1) ($) | | Brady D. Ericson | 2/16/2024 | 61,795(2) | 2,976,665 | 185,388(7) | 8,930,140 | | | 8/29/2023 | 138,935(3) | 6,692,499 | | | | | 7/18/2023 | 12,440(4) | 599,235 | | | | | 7/18/2023 | 26,591(5) | 1,280,888 | | | | | 7/18/2023 | 53,254(6) | 2,565,245 | | | | Chris P. Gropp | 2/16/2024 | 13,732(2) | 661,470 | 41,196(7) | 1,984,411 | | | 8/29/2023 | 29,888(3) | 1,439,705 | | | | | 7/18/2023 | 4,151(4) | 199,954 | | | | | 7/18/2023 | 8,712(5) | 419,657 | | | | Robert Boyle | 2/16/2024 | 6,865(2) | 330,687 | 20,600(7) | 992,302 | | | 8/29/2023 | 13,282(3) | 639,794 | | | | | 7/18/2023 | 4,035(4) | 194,366 | | | | | 7/18/2023 | 7,884(5) | 379,772 | | | | Alisa Di Beasi | 2/16/2024 | 5,699(2) | 274,521 | 17,096(7) | 823,514 | | | 8/29/2023 | 11,936(3) | 574,957 | | | | | 7/18/2023 | 4,151(4) | 199,954 | | | | | 7/18/2023 | 8,297(5) | 399,666 | | | | Matthew Logar | 2/16/2024 | 5,493(2) | 264,598 | 16,478(7) | 793,745 | | | 8/29/2023 | 12,275(3) | 591,287 | | |

  92. Outstanding Equity Awards at Fiscal Year-End Table (2024)

    (1)Calculated by multiplying the number of shares or units by the closing price per share of the Company's stock on December 31, 2024, which was $48.17. (2)Awards granted on February 16, 2024 in the form of RSAs, plus reinvested dividends, which will vest ratably over three years on February 28, 2025, February 28, 2026, and February 28, 2027. (3)2023 Recognition Awards in the form of RSAs, plus reinvested dividends, which will vest in two equal installments on August 29, 2025 and August 29, 2026. (4)2023 Replacement Awards in the form of RSAs, plus reinvested dividends, which will vest on February 28, 2025. (5)2023 Replacement Awards in the form of RSAs, plus reinvested dividends, which will vest in two equal installments on February 28, 2025 and February 28, 2026. (6)2023 Replacement Awards in the form of RSUs, plus dividend equivalents, which will vest on December 31, 2025. (7)Awards granted on February 16, 2024 in the form of PSUs, plus reinvested dividends, reported at the maximum level of performance (200%). PSUs may be earned in a multiple ranging from zero to two times the target awards based on rTSR performance during the performance period of January 1, 2024 through December 31, 2026, subject to continued employment through the performance period. The number of earned and vested PSUs will be determined in the first quarter of 2027 when the Compensation Committee approves the level of achievement of the performance goals.

  93. Outstanding Equity Awards at Fiscal Year-End Table (2024)

    | | Proxy Statement | 2025 | 53 |

  94. Option Exercises and Stock Vested Table (2024)

    Option Exercises and Stock Vested Table (2024) The following table presents information regarding the number and value of stock awards exercised or vested for our NEOs during 2024.

  95. Option Exercises and Stock Vested Table (2024)

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting(1) (#) | Value Realized on Vesting(2) ($) | | Brady D. Ericson | 84,120 | 3,671,585 | | Chris P. Gropp | 9,117 | 305,602 | | Robert Boyle | 8,609 | 288,574 | | Alisa Di Beasi | 8,589 | 287,903 | | Matthew Logar | — | — |

  96. Option Exercises and Stock Vested Table (2024)

    (1)For Mr. Ericson, Ms. Gropp, Mr. Boyle and Ms. Di Beasi, the number of shares acquired upon vesting includes RSAs granted as Replacement Awards awarded in July 2023 (replacement of awards initially made by the Company's former parent in February 2021 and February 2022), as to which restrictions lapsed in February 2024. For Mr. Ericson, the number of shares acquired upon vesting also includes Replacement Awards in the form of RSUs granted by PHINIA in July 2023 (replacement of awards initially made by the Company's former parent in February 2022) as to which restrictions lapsed in December 2024. (2)For the RSAs granted as Replacement Awards in July 2023 as to which restrictions lapsed in February 2024, the value realized on vesting is equal to the number of shares vested multiplied by the closing price per share of the Company's stock on February 28, 2024 ($33.52). For Mr. Ericson's RSUs, the value realized on vesting is equal to the number of units vested multiplied by the closing price per share of the Company's stock on December 31, 2024 ($48.17).

  97. Non-Qualified Deferred Compensation Table (2024)

    Non-Qualified Deferred Compensation Table (2024) The following table includes information regarding the PHINIA Excess Plan for our NEOs during 2024.

  98. Non-Qualified Deferred Compensation Table (2024)

    | Name | Executive Contributions in Last FY ($) | Registrant Contributions in Last FY(1) ($) | Aggregate Earnings in Last FY(2) ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at Last FYE(3) ($) | | Brady D. Ericson | — | 227,159 | 475,950 | — | 3,464,666 | | Chris P. Gropp | — | 71,410 | 48,187 | — | 596,293 | | Robert Boyle | — | 27,219 | 10,116 | — | 105,596 | | Alisa Di Beasi | — | 24,959 | 10,021 | — | 106,743 | | Matthew Logar | — | 20,963 | (12) | — | 20,951 |

  99. Non-Qualified Deferred Compensation Table (2024)

    (1)Amounts shown in this column represent benefits contributed for each NEO, which amounts are included in the “All Other Compensation” column in the Summary Compensation Table. (2)These amounts are not included in the Summary Compensation Table because they are not above market. (3)Of the aggregate total amounts in this column, the following contribution amounts have been reported in the Summary Compensation Table for this year and for previous years.

  100. Non-Qualified Deferred Compensation Table (2024)

    | | 2024 ($) | Previous Years ($) | Total ($) | | Brady D. Ericson | 227,159 | 443,990 | 671,149 | | Chris P. Gropp | 71,410 | 78,308 | 149,718 | | Robert Boyle | 27,219 | 46,728 | 73,947 | | Alisa Di Beasi | 24,959 | 44,430 | 69,389 | | Matthew Logar | 20,963 | — | 20,963 |

  101. Non-Qualified Deferred Compensation Table (2024)

    | 54 | 2025 | Proxy Statement | |

  102. Non-Qualified Deferred Compensation Table (2024)

    The PHINIA Excess Plan was established effective January 1, 2024 as a "mirror excess benefit plan" and assumed the obligations and liabilities under the former parent company plan associated with employees who became associated with the PHINIA business, including the NEOs. The PHINIA Excess Plan is an unfunded, non-qualified retirement plan, which keeps certain highly compensated U.S. employees whole regarding Company contributions that are otherwise limited under the PHINIA Retirement Savings Plan by provisions in the Internal Revenue Code. Participation is automatic once these limits are reached in a plan year. The contributions vest in the same manner as under the PHINIA Retirement Savings Plan. Distributions are made following a participant’s separation from service, with distributions attributable to amounts earned or vested before January 1, 2005 distributed within 30 days after the participant’s separation from service, and amounts earned or vested after December 31, 2004 distributed in the seventh month following the month in which the participant’s separation from service occurs. No in-service withdrawals or loans are available. If a participant’s service with PHINIA is terminated because of dishonest conduct injurious to PHINIA, or if dishonest conduct injurious to PHINIA is identified by the Committee within one year after the participant’s service is terminated, the Committee may terminate the participant’s remaining interest and benefits under the PHINIA Excess Plan (except with respect to the DC Plan Account described below). Effective on January 1, 2024, we established and simultaneously merged into the PHINIA Excess Benefit Plan, the PHINIA Deferred Compensation Plan, such that certain participants in the PHINIA Excess Plan have a deferred compensation account under the PHINIA Excess Plan that reflects transferred account balances of such participants from a corresponding “frozen” deferred compensation plan (DC Plan Account) maintained by PHINIA's former parent. The DC Account feature is closed to new entrants, and no new deferrals were made during 2024 or are permitted to be made to the accounts of participants. Distributions are made based on the elections of participants and may be elected to commence or occur upon the occurrence of (a) the first to occur of the participant's retirement or disability or (b) a specific scheduled date which is not earlier than five years after the end of the plan year in which the participant first commenced participation in the plan. Generally, no in-service withdrawals or loans are available; however, in the event of a change in control (as defined for purposes of the DC Plan Account feature) a participant will receive a complete distribution of their account). PHINIA Excess Plan balances can be notionally invested in the same investment options that are available to participants under the PHINIA Retirement Savings Plan. As these plans are unfunded, no money is invested. Rather, a notional account is maintained which mirrors the returns of these investments.

  103. Non-Qualified Deferred Compensation Table (2024)

    | | Proxy Statement | 2025 | 55 |

  104. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control The following table presents information regarding the post-employment payments that would be paid to each of our NEOs, including upon certain employment termination events and/or a change of control. The following table assumes: (i) the acquiror in a change of control transaction assumes outstanding equity-based awards; (ii) the terms of the CoC Agreements for each NEO control with respect to the treatment of equity awards; and (iii) the Committee exercises discretion to vest equity awards in full, where discretion applies and the other applicable criteria is otherwise met. The calculations assume the applicable event occurred on December 31, 2024. For purposes of the calculations, the closing price per share of the Company's stock on December 31, 2024 ($48.17) was used to determine the market value of PSUs, RSUs, and RSAs.

  105. Potential Payments Upon Termination or Change of Control

    | Event* | Ericson | Gropp | Boyle | Di Beasi | Logar | | Retirement | | | | | | | Annual cash incentive(1) | 2,050,000 | 614,180 | 427,548 | 368,242 | 314,265 | | PSUs(2) | — | — | — | — | — | | RSAs(3) | — | 1,050,877 | — | — | — | | RSUs(4) | — | — | — | — | — | | Total | 2,050,000 | 1,665,057 | 427,548 | 368,242 | 314,265 | | Death | | | | | | | Annual cash incentive(1) | 2,050,000 | 614,180 | 427,548 | 368,242 | 314,265 | | PSUs(2) | — | — | — | — | — | | RSAs(3) | 8,572,622 | 2,059,316 | 1,213,932 | 1,174,577 | 591,287 | | RSUs(4) | 2,565,245 | — | — | — | — | | Total | 13,187,867 | 2,673,496 | 1,641,480 | 1,542,819 | 905,552 | | Disability | | | | | | | Annual cash incentive(1) | 2,050,000 | 614,180 | 427,548 | 368,242 | 314,265 | | PSUs(2) | — | — | — | — | — | | RSAs(3) | 8,572,622 | 2,059,316 | 1,213,932 | 1,174,577 | 591,287 | | RSUs(4) | 2,565,245 | — | — | — | — | | Total | 13,187,867 | 2,673,496 | 1,641,480 | 1,542,819 | 905,552 | | Involuntary Termination (w/o Cause) Unrelated to Change of Control | | | | | | | Annual cash incentive(1) | 2,050,000 | 614,180 | 427,548 | 368,242 | 314,265 | | PSUs(2) | — | — | — | — | — | | Total | 2,050,000 | 614,180 | 427,548 | 368,242 | 314,265 | | Involuntary Termination Upon Restructuring or Reduction in Force or Permanent Elimination of Job Position | | | | | | | Annual cash incentive(1) | 2,050,000 | 614,180 | 427,548 | 368,242 | 314,265 | | PSUs(2) | — | — | — | — | — | | Lump Sum Transitional Benefit(5) | 500,000 | 267,500 | 217,250 | 204,125 | 191,625 | | Group Insurance Benefits(6) | 45,957 | 15,575 | 41,240 | 50,673 | 49,824 | | Total | 2,595,957 | 897,255 | 686,038 | 623,040 | 555,714 | | Change of Control with Termination (Involuntary w/o Cause or for Good Reason) | | | | | | | Annual cash incentive(1) | 1,250,000 | 374,500 | 260,700 | 224,538 | 191,625 | | Cash Severance Payment(7) | 6,750,000 | 1,819,000 | 1,390,400 | 1,265,576 | 1,149,750 | | PSUs(8) | 4,465,070 | 992,206 | 496,151 | 411,757 | 396,873 | | RSAs(8) | 11,549,287 | 2,720,786 | 1,544,619 | 1,449,098 | 855,885 | | RSUs(8) | 2,565,245 | — | — | — | — | | Additional Retirement Benefits(9) | 633,954 | 245,210 | 139,456 | 125,726 | 112,984 | | Continued Health Care Benefits(10) | 39,641 | 14,708 | 43,461 | 36,932 | 36,344 | | Outplacement Services(11) | 40,000 | 40,000 | 40,000 | 40,000 | 40,000 | | Total | 27,293,197 | 6,206,410 | 3,914,787 | 3,553,627 | 2,783,461 | | Post-Change of Control Voluntary Termination (w/o Good Reason) Death or Disability | | | | | | | Pro Rata Bonus(12) | 1,250,000 | 374,500 | 260,700 | 224,538 | 191,625 | | Total | 1,250,000 | 374,500 | 260,700 | 224,538 | 191,625 |

  106. Potential Payments Upon Termination or Change of Control

    | 56 | 2025 | Proxy Statement | |

  107. Potential Payments Upon Termination or Change of Control

    * No additional payments or benefits are provided in the case of a termination for cause or a voluntary termination (outside of retirement or following a change of control). (1)Represents cash payments under the PHINIA MIP with respect to full year 2024 performance. Pursuant to the PHINIA MIP, a participant employed at least three months during the current calendar year whose employment ends as a result of involuntary termination (not for cause), death, disability or retirement may be eligible (or, in the case of death, their beneficiary may be eligible) to receive an incentive award based on year-end financial results and calculated on a prorated basis for the period of employment in that calendar year. (2)The applicable PSU award agreement provides that in the case of termination due to death, disability, retirement, or involuntary termination without cause that occurs on or after the first anniversary of the grant date, PSUs will remain eligible to vest pro rata (based on the number of months served in the performance period) as determined following the end of the performance period based on actual results. PSUs granted on February 16, 2024 for the 2024-2026 Performance Period would be forfeited since they would not have been held by the NEOs for at least one year at December 31, 2024. (3)The applicable RSA award agreements provide that for RSAs granted prior to 2024, (i) in the case of termination due to death or disability, RSAs will immediately vest in full and (ii) in the case of termination due to retirement, 2023 Recognition Awards in the form of RSAs will vest pro rata (based on the number of months served) if the NEO has provided at least six months’ notice of retirement, and 2023 Replacement Awards in the form of RSAs will vest in whole or in part as determined in the Committee’s sole discretion. For RSAs granted in 2024, (i) in the case of termination due to death or disability that occurs on or after the first anniversary of the grant date, RSAs will vest in full and (ii) in the case of termination due to retirement occurring on or after the first anniversary of the grant date, RSAs will vest pro rata (based on the number of months served) if the NEO has provided at least six months’ notice of retirement. Amounts reflect the value of 2023 Replacement Awards and 2023 Recognition Awards. (4)Mr. Ericson is the only NEO with RSUs. The applicable RSU agreement provides that in the case of termination due to death or disability, RSUs will immediately vest in full and in the case of termination due to retirement, RSUs will vest in whole or in part in the Committee's sole discretion. In light of Mr. Ericson's age and years of service at December 31, 2024, it is assumed that the Committee would not exercise its discretion to vest his RSU award in the event of retirement. (5)Lump sum cash benefit made under the TIP equal to twenty-six weeks’ base salary for each NEO. (6)Group insurance benefit provided under the TIP in the form of Company paid COBRA medical, dental and vision premiums applicable to each NEO, less any amount required to have been paid by the NEO while an active employee for such group insurance benefits. Amounts reflect each NEOs applicable amount of COBRA premiums for the 2025 year, for a duration of twenty-six weeks, the maximum duration for group insurance benefits permitted under the TIP. Amounts do not include other health and welfare benefits provided under benefit plans available to all U.S.-based salaried employees. The provisions of each plan would determine the timing and method of any payments made under the above scenarios. (7)A cash severance payment based on two (or three, in the case of the CEO) times base salary plus bonus (at target opportunity) as provided under the CoC Agreement for each NEO. (8)Pursuant to the CoC Agreement for each NEO, upon the date of the NEO's termination of employment or service, all outstanding equity awards will automatically vest (at target for any awards subject to performance goals). Amounts reflect the full value of outstanding PSUs, RSUs, and RSAs. (9)As provided under the CoC Agreement for each NEO, values in the table represent a cash amount equivalent to retirement benefits based on two times the Company contributions to the PHINIA Retirement Savings Plan. Amounts do not reflect any impact from the potential imposition of any excise tax. Amounts do not include vested benefits under the PHINIA Retirement Savings Plan, as these benefits and benefit plans are available to all U.S.-based salaried employees. The provisions of the PHINIA Retirement Savings Plan would determine the timing and method of payments made under the above scenarios. (10)As provided under the CoC Agreement for each NEO, values in the table represent a cash amount equal in value to welfare benefits (i.e. medical, dental, and life insurance coverage) for 18 months, calculated based on applicable 2025 COBRA rates and group life insurance premiums, and individual NEO elections. Amounts do not reflect any impact from the potential imposition of any excise tax. Amounts do not include other health and welfare benefits provided under benefit plans available to all U.S.-based salaried employees. The provisions of each plan would determine the timing and method of any payments made under the above scenarios. (11)As provided under the CoC Agreement for each NEO, values in the table represent a cash amount equal to the maximum value of outplacement services. Amounts do not reflect any impact from the potential imposition of any excise tax. (12) Amounts include prorated bonus payment under the CoC Agreements for year of termination.

  108. Equity Award Agreements

    Equity Award Agreements The terms of our employee RSA and RSU award agreements provide special vesting terms in certain circumstances. •In the event of death or disability, all unvested shares or units will immediately vest (in the case of awards granted in 2024, if the employee’s termination of employment due to death or disability occurs on or after the first anniversary of the grant date). •In the event of a qualifying retirement (on or after attaining age 55 with at least 10 years of service or with the written consent of the Company), the Committee may, in its sole discretion, cause all or a portion of the unvested shares or units to vest or, in the case of certain RSAs, the award provides that a pro rata portion of the unvested shares will vest. As of December 31, 2024, Ms. Gropp is our only NEO who would meet the age 55 with 10 years of service requirement applicable to RSAs (and we assume that the Committee would not exercise its discretion to deem any other NEO retiree eligible as of December 31, 2024 who did not similarly meet the age and service condition). •In the event of a change of control and a qualifying termination (without cause or for good reason) within two years following a change of control, the shares or units relating to an award will vest. The terms of our employee PSU award agreements provide special vesting terms in certain circumstances. •In the event of death, disability, qualifying retirement (on or after attaining age 55 with at least 10 years of service or with the written consent of the Company) or involuntary termination without Cause, in each case that occurs on or after the first anniversary of the grant date, the award provides that the employee shall remain eligible to vest in a pro rata portion of the PSUs the employee would have otherwise earned, determined at the end of the applicable performance period and based on actual results against the goals. Ms. Gropp is our only NEO who would meet the age 55 with 10 years of service requirement applicable to PSUs (and we assume that the Committee would not exercise its discretion to deem any other NEO retiree eligible as of December 31, 2024 who did not similarly meet the age and service condition). •In the event of a change of control and the PSUs are assumed or replaced by the acquiror, then the performance goals will be deemed to have been satisfied at a target award level or, if greater, as otherwise specified by the Compensation Committee at or after grant and any assumed or substituted award will not include performance goals, unless otherwise determined by the Compensation Committee. If the executive’s employment is terminated without cause or the

  109. Equity Award Agreements

    | | Proxy Statement | 2025 | 59 |

  110. Equity Award Agreements

    executive terminates his or her employment for good reason within two years after the change of control, such assumed or replaced awards will vest. If the PSUs are not assumed or no replacement awards are issued, the PSUs will be deemed fully earned and achieved at projected actual performance levels (as determined by the Compensation Committee in its sole discretion).

  111. PAY RATIO

    PAY RATIO As required by SEC rules, we disclose below the 2024 annual total compensation of: (i) our CEO, Brady D. Ericson, who leads our global workforce of over 12,500 employees; (ii) the 2024 annual total compensation of our median employee; and (iii) the ratio of their respective annual total compensation amounts to each other. We calculated the annual total compensation for both Mr. Ericson and our median employee using the same methodology that is used for the Summary Compensation Table. •Mr. Ericson’s annual total compensation — $9,729,623 •Our median employee’s annual total compensation — $20,400 •Ratio of Mr. Ericson’s annual total compensation to our median employee’s annual total compensation — 477:1

  112. Pay Ratio Methodology

    Pay Ratio Methodology SEC rules allow us to select a methodology for identifying our median employee in a manner that is most appropriate based on our size, organizational structure, and compensation plans, policies and procedures. In determining our median employee, we chose October 31, 2024 as the determination date, which date is within the last three months of our last completed fiscal year. As of this date, PHINIA and its consolidated subsidiaries employed 12,774 persons, 445 of which were located in the U.S. and 12,329 of which were located outside of the U.S. Applying the “de minimis” exemption under SEC rules, we then excluded a total of 440 employees in the following jurisdictions, which constituted all of our employees in each referenced jurisdiction: Australia (13), Belgium (3), Germany (37), India (231), Italy (12), Japan (11), Korea (62), Luxembourg (32), Morocco (1), Netherlands (2), Portugal (5), Singapore (6), Spain (22) and United Arab Emirates (3). These excluded employees collectively comprised less than five percent of our global employee population. As a result of these exclusions, our median employee was determined from a total of 12,334 employees, 445 of which were located in the U.S. and 11,889 of which were located outside of the U.S. Consistent with SEC requirements, we reviewed our global employee population (excluding the de minimis employees noted above and Mr. Ericson) as of October 31, 2024 to prepare the pay ratio analysis. We used a consistently applied compensation measure across our global employee population (excluding the de minimis employees noted above and Mr. Ericson) to calculate the median employee compensation. For our consistently applied compensation measure, we calculated total cash compensation for the trailing 12 months preceding October 31, 2024 for each applicable employee, defined as base pay or wages, plus overtime cash incentives, and allowances, and excluding all non-cash incentives, equity settled incentives, benefits-in-kind or fringe benefits, or other non-cash items inclusive of income. We then calculated the median employee’s actual 2024 fiscal year compensation in the same manner as the NEOs’ compensation as presented in the Summary Compensation Table. Since our median employee is located in Mexico, we converted that employee’s compensation from Mexican Pesos to U.S. Dollars at an exchange rate of 0.04934, calculated using the average month-end rates for 2024. The pay ratio reported above is calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. In determining our median employee, except as described above, we did not rely on any material assumptions, adjustments (e.g., cost-of-living adjustments) or estimates (e.g., statistical sampling) to identify our median employee or to determine annual total compensation or any elements of annual total compensation for our median employee or Mr. Ericson. Once we identified our median employee, we calculated such employee’s annual total compensation as described above for purposes of determining the ratio of Mr. Ericson’s annual total compensation to such employee’s annual total compensation.

  113. Pay Ratio Methodology

    | 60 | 2025 | Proxy Statement | |

  114. Pay Ratio Methodology

    We disclose below pay versus performance information, including the relationship between executive compensation actually paid, as calculated by SEC rules, and Company performance.

  115. Pay Versus Performance Table

    Pay Versus Performance Table

  116. 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 |

  117. Pay Versus Performance Table

    (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:

  118. Pay Versus Performance Table

    | PEO | 2024 | 2023 | | 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 value | 5,951,898 | 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 |

  119. Pay Versus Performance Table

    | | Proxy Statement | 2025 | 61 |

  120. Pay Versus Performance Table

    | Average for Non-PEO NEOs | 2024 | 2023 | | 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 |

  121. Pay Versus Performance Table

    (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.

  122. Pay Versus Performance Relationship Descriptions

    Pay Versus Performance Relationship Descriptions The following graphical comparisons describe the relationships between certain figures included in the Pay Versus Performance Table for each of 2024 and 2023, including: (i) a comparison between our cumulative TSR and the TSR of the Peer Group; and (ii) comparisons between (a) the compensation actually paid to the PEO and the average compensation actually paid to our non-PEO NEOs and (b) each of the performance measures set forth in columns (f), (h) and (i) of the Pay Versus Performance Table.

  123. Pay Versus Performance Relationship Descriptions

    | ☐ | PEO CAP | ☐ | Avg Non-PEO NEO CAP | | | PHINIA TSR | | Peer Group TSR |

  124. Pay Versus Performance Relationship Descriptions

    | 62 | 2025 | Proxy Statement | |

  125. Pay Versus Performance Relationship Descriptions

    | ☐ | PEO CAP | ☐ | Avg Non-PEO NEO CAP | ☐ | Net Income |

  126. Pay Versus Performance Relationship Descriptions

    | ☐ | PEO CAP | ☐ | Avg Non-PEO NEO CAP | ☐ | Adjusted Free Cash Flow |

  127. Directors and Executive Officers

    Directors and Executive Officers The following table presents information as of March 24, 2025, the record date for the Annual Meeting (the Record Date), regarding the beneficial ownership of the Company's common stock by (i) each director and director nominee, (ii) each NEO, and (iii) all directors, director nominees, and executive officers as a group.

  128. Directors and Executive Officers

    | Name | Shares Beneficially Owned(1)(2) | Shares of Common Stock Acquirable within 60 Days(3) | Percent of Class(4) | | Robert Boyle | 37,279 | — | * | | Samuel R. Chapin | 20,556 | — | * | | Alisa Di Beasi | 36,807 | — | * | | Brady D. Ericson | 372,897 | — | * | | Chris P. Gropp(5) | 71,199 | — | * | | Robin Kendrick(6) | 32,350 | — | * | | Matthew Logar | 19,644 | — | * | | Latondra Newton | 16,556 | — | * | | D’aun Norman | 16,556 | — | * | | Meggan M. Walsh | 2,793 | — | * | | Rohan S. Weerasinghe(7) | 22,698 | — | * | | Roger J. Wood | 16,556 | — | * | | All directors, director nominees, and executive officers as a group (21 persons) | 804,245 | — | 2.0% |

  129. Directors and Executive Officers

    * Represents less than one percent of the total number of shares of common stock outstanding. (1)Amounts reflect beneficial ownership as calculated under SEC rules. Except as otherwise noted, the named persons have sole voting and investment power over the indicated number of Company shares. Amounts also include all Company shares held in trust over which the person has shared voting power or investment power. None of the shares are pledged by any person in this table. (2)Amounts include the following shares of restricted stock: Mr. Boyle, 25,221; Mr. Chapin, 3,336; Ms. Di Beasi, 22,845; Mr. Ericson, 227,490; Ms. Gropp, 53,131 (including 2,894 shares held by her spouse); Mr. Kendrick, 3,336; Mr. Logar, 18,426; Ms. Newton, 3,336; Ms. Norman, 3,336; Ms. Walsh, 2,793; Mr. Weerasinghe, 3,336; Mr. Wood, 3,336; and all directors, director nominees, and executive officers as a group, 441,129. (3)Beneficial ownership includes securities that an individual or entity has the right to acquire, such as through the vesting of restricted stock units, within 60 days of the Record Date. Such securities, including shares of our common stock that are subject to restricted stock units vesting within 60 days of the Record Date, are deemed to be outstanding for computing the percentage ownership of the person holding such securities and the percentage ownership of any group in which the holder is a member, but are not deemed outstanding for computing the percentage of any other person. (4)Based on 39,804,513 shares of common stock outstanding as of the Record Date. (5)Includes 3,871 shares (including 2,894 shares of restricted stock) directly held by Ms. Gropp’s spouse, of which Ms. Gropp disclaims beneficial ownership. (6)Includes 15,794 shares held by a trust. (7)Includes 12 shares held in a managed account.

  130. Directors and Executive Officers

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