Form 4: PHINIA Director Latondra Newton Receives Deferred Restricted Stock Units as Part of Compensation

PHINIA Inc. Director Latondra Newton has been granted 3,299 deferred restricted stock units (DRSUs) as part of her annual non-employee director compensation, aligning her interests with shareholders.

Summary

• Latondra Newton, a Director of PHINIA Inc. (PHIN), received 3,299 Deferred Restricted Stock Units (DRSUs) on May 21, 2025.
• These DRSUs were granted in lieu of the annual non-employee director grant of restricted stock.
• Each DRSU is economically equivalent to one share of PHINIA Inc. common stock.
• The DRSUs will vest on the one-year anniversary of the grant date, May 21, 2025.
• Settlement into common stock will occur upon Ms. Newton's termination of board service, as per the company's Director Deferred Compensation Program and 2023 Stock Incentive Plan.
• Following this transaction, Ms. Newton beneficially owns 16,556 shares of common stock directly and 3,299 derivative securities (DRSUs).

Sentiment

Score: 7

Explanation: The filing indicates a standard equity grant to a director, which is a positive for corporate governance as it aligns the director's interests with shareholders. It is a routine transaction and not indicative of significant operational changes.

Positives

• The grant of Deferred Restricted Stock Units (DRSUs) to Director Latondra Newton aligns her interests with those of shareholders, as the value of her compensation is tied to the company's stock performance.
• The use of DRSUs as part of the Director Deferred Compensation Program indicates a structured approach to executive and director remuneration, promoting long-term commitment.

Future Outlook

NA

Industry Context

This is a routine insider compensation filing, common across publicly traded companies, reflecting standard practices for compensating non-employee directors with equity to align their interests with shareholders.

Comparison to Industry Standards

• Granting equity-based compensation, such as restricted stock units or deferred restricted stock units, to non-employee directors is a common practice across industries, including automotive suppliers and industrial companies like PHINIA Inc.
• Companies such as BorgWarner Inc. (PHINIA's former parent), Cummins Inc., and other industrial peers frequently utilize similar equity compensation structures for their board members to promote long-term alignment with shareholder value.
• The deferral mechanism, allowing settlement upon termination of board service, is also a standard feature in many director compensation programs, providing tax efficiency and encouraging long-term commitment.

Corporate Governance

Related Party Transactions

• The grant of 3,299 Deferred Restricted Stock Units (DRSUs) to Latondra Newton, a director of PHINIA Inc., constitutes a related party transaction as it involves compensation from the company to a member of its board.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's financial interests with shareholder value, potentially encouraging decisions that benefit long-term stock performance.

Next Steps

• The 3,299 Deferred Restricted Stock Units (DRSUs) granted to Latondra Newton will vest on May 21, 2026 (one-year anniversary of the grant date).
• The DRSUs will settle into shares of PHINIA Inc. common stock upon Latondra Newton's termination of board service.

Key Dates

Keywords

PHINIA Inc., PHIN, Latondra Newton, Form 4, SEC filing, insider transaction, director compensation, deferred restricted stock units, DRSUs, equity compensation, corporate governance