Form 4: PHINIA Director Receives Annual Restricted Stock Grant as Part of Compensation
Insider Transaction Report
PHINIA Inc. Director Daun Norman was granted 3,299 shares of restricted common stock as part of an annual compensation award, vesting at the 2026 annual shareholder meeting.
Summary
- Daun Norman, a Director of PHINIA Inc. (PHIN), acquired 3,299 shares of common stock on May 21, 2025.
- The acquisition represents an annual grant of restricted stock to independent directors.
- These granted shares will vest on the date of PHINIA's 2026 annual meeting of shareholders.
- The transaction price for these shares was $0, indicating a grant rather than a purchase.
- Following this transaction, Daun Norman beneficially owns 19,855 shares of PHINIA common stock, which includes the newly acquired 3,299 restricted shares.
- A Power of Attorney was executed on May 21, 2025, appointing Robert Boyle, Kelly Albin, and Kate Vandenberg as attorneys-in-fact for Section 16 filings on behalf of Daun Norman.
Sentiment
Score: 7
Explanation: The sentiment is positive as it reflects a routine, non-cash compensation event for a director, aligning their interests with shareholders. It does not indicate any negative operational or financial news.
Positives
- The grant of restricted stock aligns the interests of the director with those of the shareholders, as the value of the compensation is tied to the company's stock performance.
- This is a routine annual grant, indicating stable and predictable compensation practices for independent directors.
Future Outlook
The document does not provide a future outlook for the company's financial performance or strategic direction, focusing solely on an insider transaction.
Industry Context
This Form 4 filing details an individual director's equity compensation, which is a standard practice across industries to align management and board interests with shareholder value. It does not provide broader industry trends or competitive insights.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Compensation Structure | The document details an annual grant of restricted stock to an independent director, which is part of the company's established director compensation plan. | 05/21/2025 | Reinforces alignment between director incentives and long-term shareholder value. |
| Administrative Authority | A Power of Attorney was granted by Director Daun Norman to Robert Boyle, Kelly Albin, and Kate Vandenberg to handle Section 16 filings and EDGAR account administration. | 05/21/2025 | Streamlines compliance with SEC reporting requirements for insider transactions. |
Related Party Transactions
- The grant of restricted stock to Director Daun Norman constitutes a related party transaction, as it involves compensation provided by the company to a member of its board of directors.
Stakeholder Impact
- Shareholders: The grant aligns director interests with shareholder value, potentially leading to better long-term decision-making. It also represents a minor dilution from new share issuance, though typical for equity compensation.
- Directors: Provides equity-based compensation, incentivizing long-term commitment and performance.
Next Steps
- The restricted shares granted to Daun Norman are expected to vest on the date of PHINIA's 2026 annual meeting of shareholders.
Key Dates
| Date | Description |
|---|---|
| 05/21/2025 | Date of transaction for the restricted stock grant to Director Daun Norman. |
| 05/21/2025 | Date of execution of the Power of Attorney by Daun Norman. |
| 05/23/2025 | Date the Form 4 was signed by the attorney-in-fact. |
| 2026 | Expected year of the annual meeting of shareholders when the restricted shares will vest. |
Keywords
PHINIA Inc., PHIN, Form 4, SEC filing, restricted stock, stock grant, director compensation, insider transaction, equity compensation, corporate governance
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