PHINIA (PHIN) Proxy filing summary

Executive summary

• Achieved strong financial performance in 2025, with $3.48B in net sales, $478M adjusted EBITDA, and 13.7% adjusted EBITDA margin.

• Completed the acquisition of Swedish Electromagnet Invest AB (SEM) and expanded into aerospace and defense markets.

• Total shareholder return (TSR) for 2025 was 33%, outperforming key indices.

• Over $611M returned to shareholders since August 2023 through dividends and share repurchases.

• Hosted first Investor Day post-spin-off, highlighting innovation and disciplined capital allocation.

Voting matters and shareholder proposals

• Shareholders will vote on: (1) election of eight directors, (2) advisory approval of executive compensation (say-on-pay), and (3) ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted by December 10, 2026.

Board of directors and corporate governance

• Board consists of eight nominees, seven of whom are independent; average tenure is 2.9 years.

• Board committees (Audit, Compensation, Corporate Governance) are fully independent.

• Board leadership is separated between CEO and Non-Executive Chair.

• Annual board and committee evaluations, director education, and robust governance policies in place.

• Proxy access and majority voting standard for director elections; no supermajority or poison pill.