Form 4: PHINIA Director Robin Kendrick Boosts Equity Holdings Through Deferred Restricted Stock Unit Grants

PHINIA Inc. Director Robin Kendrick has increased her beneficial ownership in the company by acquiring 4,629 Deferred Restricted Stock Units (DRSUs) as part of her compensation, aligning her interests further with shareholders.

Summary

• Robin Kendrick, a Director of PHINIA Inc. (PHIN), acquired a total of 4,629 Deferred Restricted Stock Units (DRSUs) on May 21, 2025.
• Of these, 3,299 DRSUs were received as an annual non-employee director grant of restricted stock, with an acquisition price of $0.
• An additional 1,330 DRSUs were acquired in lieu of the annual non-employee director cash retainer, with an acquisition price of $42.44 per unit.
• Each DRSU is economically equivalent to one share of PHINIA Inc. common stock and will vest on the one-year anniversary of the grant date.
• These DRSUs will settle into an equal number of common shares upon Ms. Kendrick's termination of board service, as per the company's Director Deferred Compensation Program and 2023 Stock Incentive Plan.
• Following these transactions, Robin Kendrick directly owns 16,556 shares of Common Stock and 7,928 Deferred Restricted Stock Units.
• She also indirectly owns 15,794 shares of Common Stock through a Trust.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it indicates a director's increased equity stake, aligning their interests with shareholders, which is generally viewed favorably. However, it's a routine compensation event rather than a strategic investment or a significant positive operational development.

Positives

• The acquisition of Deferred Restricted Stock Units by Director Robin Kendrick demonstrates a continued alignment of management and director interests with those of shareholders.
• Receiving equity as compensation encourages long-term commitment and performance from the director, as the value of their compensation is tied to the company's stock performance.

Future Outlook

The Deferred Restricted Stock Units acquired by Robin Kendrick are set to vest on the one-year anniversary of the grant date and will settle into common stock upon her termination of board service, indicating a future conversion of these units into shares.

Management Comments

• "/s/ Robert Boyle as attorney-in-fact for Robin Kendrick" Signature indicating the filing was made on behalf of Robin Kendrick by her attorney-in-fact.

Industry Context

This Form 4 filing is a routine disclosure of insider equity transactions, specifically director compensation. It reflects standard corporate governance practices where non-employee directors receive a portion of their compensation in equity to align their interests with long-term shareholder value, a common practice across various industries.

Corporate Governance

Related Party Transactions

• The acquisition of Deferred Restricted Stock Units by Director Robin Kendrick 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 increased equity ownership by a director aligns their financial interests more closely with those of shareholders, potentially fostering decisions that enhance long-term shareholder value.
• Employees: No direct impact on employees is indicated by this filing.

Next Steps

• The acquired Deferred Restricted Stock Units (DRSUs) will vest on the one-year anniversary of the grant date (May 21, 2026).
• The DRSUs will settle into an equal number of shares of PHINIA Inc. Common Stock upon Robin Kendrick's termination of board service.

Key Dates

Keywords

PHINIA INC., PHIN, Form 4, SEC filing, insider transaction, director compensation, restricted stock units, DRSUs, equity compensation, beneficial ownership