Form 4: PHINIA Director Roger Wood Receives Annual Restricted Stock Grant

PHINIA Inc. Director Roger Wood was granted 3,299 shares of restricted common stock as part of an annual independent director compensation, vesting at the 2026 annual meeting.

Summary

• Roger Wood, a Director of PHINIA Inc. (PHIN), acquired 3,299 shares of common stock on May 21, 2025.
• This acquisition was an annual grant of restricted stock to independent directors, with a transaction price of $0 per share.
• The granted shares will vest on the date of PHINIA's 2026 annual meeting of shareholders.
• Following this transaction, Roger Wood beneficially owns 19,855 shares of PHINIA common stock, which includes the newly acquired 3,299 restricted shares.
• A Power of Attorney was attached as Exhibit 24, authorizing Robert Boyle, Kelly Albin, and Kate Vandenberg to act as attorney-in-fact for Roger Wood regarding Section 16 filings.

Sentiment

Score: 7

Explanation: The filing reports a routine, expected compensation event for a director, which is generally positive for corporate governance and alignment of interests, but does not contain significant new financial or operational news that would dramatically alter sentiment.

Positives

• The grant of restricted stock aligns the director's interests with long-term shareholder value.
• It represents a standard component of independent director compensation, indicating stable corporate governance practices.
• The use of a Rule 10b5-1 plan for the transaction indicates a pre-arranged, compliant equity transaction.

Risks

• The value of the restricted stock is subject to the future performance of PHINIA's common stock until vesting.

Future Outlook

The vesting of the restricted stock in 2026 ties the director's future compensation to the company's long-term performance and shareholder value, indicating a continued alignment of interests.

Management Comments

• The filing indicates that the transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Industry Context

This type of restricted stock grant is a common practice in corporate governance across various industries, used to align the interests of independent directors with those of shareholders by providing equity-based compensation that vests over time. It reflects a standard approach to incentivizing long-term commitment and performance from board members.

Comparison to Industry Standards

• The grant of restricted stock to independent directors is a standard compensation practice in publicly traded companies, including those in the automotive or industrial sectors where PHINIA operates.
• While specific grant sizes vary by company size and industry, the mechanism of using restricted stock to align director incentives with long-term shareholder value is consistent with global benchmarks.
• No specific comparable companies, projects, or results are mentioned in this Form 4 filing to provide a detailed comparison of the grant size or terms against industry peers.

Corporate Governance

Related Party Transactions

• The restricted stock grant is a compensation arrangement between the company and its director, which is a common related-party transaction disclosed in this context.

Stakeholder Impact

• Shareholders: The grant aligns director incentives with shareholder interests, potentially fostering long-term value creation.
• Employees: No direct impact on general employees is indicated.
• Management: The delegation of Power of Attorney to company personnel streamlines compliance for the director and the company.

Next Steps

• The restricted shares granted to Roger Wood are expected to vest on the date of PHINIA's 2026 annual meeting of shareholders.

Key Dates

Recommendation

Keywords

PHINIA INC., PHIN, Roger Wood, Form 4, SEC filing, restricted stock, director compensation, insider ownership, corporate governance, equity grant