PHINIA INC (PHIN)
Sector: Consumer Discretionary
2026 Annual Meeting Analysis
PHINIA INC · Meeting: May 22, 2026
Directors FOR
8
Directors AGAINST
0
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Independent Non-Executive Chair with strong legal and financial credentials; PHINIA's 3-year total return of +114.8% outperforms the peer group median by +70.2pp, well below the 65pp threshold needed to trigger a vote against, and no overboarding, attendance, or independence concerns are present.
CEO and director with deep automotive industry experience; PHINIA's 3-year total return of +114.8% outperforms the peer group median by +70.2pp, which does not exceed the 65pp trigger threshold for a strong-positive-TSR company, and no other disqualifying governance concerns are identified.
Independent director with extensive investment banking and capital markets expertise; the TSR trigger does not apply given PHINIA's strong outperformance of its peer group, and no overboarding concerns arise from his two current public board seats (O-I Glass and Revvity, plus PHINIA — three total, within limits).
Independent director with deep transportation industry and operational experience; the TSR trigger does not apply, no attendance issues are disclosed, and his total public board count (PHINIA plus ATC, a private entity) is within policy limits.
Independent director with extensive human capital management and transportation industry experience from Toyota and Disney; the TSR trigger does not apply, and no overboarding, attendance, or independence concerns are present.
Independent director and Audit Committee Chair who is a Certified Public Accountant with over three decades of audit experience at Ernst & Young; the TSR trigger does not apply, she satisfies the SEC's audit committee financial expert requirement, and her two current public board seats (PHINIA and Garrett Motion) are within policy limits.
Independent director who joined in 2024, bringing 35 years of portfolio management experience and a valuable investor perspective; as a director who joined within the past 24 months she is exempt from the TSR trigger, and no other disqualifying concerns are present.
Independent Compensation Committee Chair with extensive CEO-level experience across multiple public automotive and industrial companies; the TSR trigger does not apply, and his three current public board seats (PHINIA, Goodyear, and Brunswick) are within the four-board policy limit.
All eight director nominees receive a FOR vote. PHINIA's 3-year total shareholder return of +114.8% outperforms the disclosed compensation peer group median by +70.2 percentage points, which does not exceed the 65pp threshold applicable to companies with strong positive absolute returns, so the TSR trigger does not fire for any director. No overboarding, attendance, independence, familial, or qualification concerns are identified across the slate. The board discloses a skills matrix, maintains a majority-independent structure with a separate independent chair, and all key committees are fully independent.
Say on Pay
✓ FORCEO
Brady D. Ericson
Total Comp
$11,387,945
Prior Support
93%%
CEO Brady Ericson received total compensation of approximately $11.4 million in 2025, which is consistent with expectations for a CEO of a ~$2.9 billion consumer cyclical company with strong performance, and does not appear to exceed benchmark thresholds by more than 20%. The compensation program is well-structured: 86% of the CEO's target pay is at-risk and tied to performance, with long-term equity (70% performance stock awards based on relative total shareholder return, 30% time-based restricted stock) making up the majority of the package, and annual cash incentives tied to measurable financial goals (Economic Value Added and Adjusted Free Cash Flow). Pay-for-performance alignment is strong — PHINIA's stock returned over 100% over three years, outperforming peers significantly — and the prior year say-on-pay vote received 93% support with no governance concerns requiring a negative vote.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$4,272,000
Non-Audit Fees
$3,438,000
The proxy discloses that PwC served as auditor through 2025, with Deloitte & Touche LLP newly appointed for fiscal year 2026; tenure for D&T cannot be determined and therefore the tenure trigger does not fire. However, non-audit fees paid to PwC in 2025 (Tax Fees of $3,435,000 plus All Other Fees of $3,000, totaling $3,438,000) represent approximately 80% of audit fees ($4,272,000), which is well above the 50% threshold in the voting policy and raises concerns about auditor independence. Because the non-audit fee ratio exceeds the policy threshold, a vote AGAINST ratification is warranted despite D&T being a Big 4 firm appropriate for PHINIA's size.
Overall Assessment
PHINIA's 2026 annual meeting presents a clean ballot with strong governance practices: all eight director nominees receive a FOR vote supported by exceptional stock performance that outpaces the peer group by over 70 percentage points, and the say-on-pay program is well-structured with a high proportion of performance-linked pay and strong prior shareholder support. The sole exception is auditor ratification, where a vote AGAINST is warranted because non-audit fees paid to the outgoing auditor PwC in 2025 represent approximately 80% of audit fees, materially exceeding the 50% independence threshold under the voting policy.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing