Alisa Di Beasi
About Alisa Di Beasi
Alisa Di Beasi is Vice President and Chief Human Resource Officer (CHRO) of PHINIA, appointed in July 2023; she was 50 years old as of February 13, 2025 and previously served as VP, Global Human Resources for BorgWarner’s Morse Systems (2020–2023) and Global VP, HR for ABB AG’s Low Voltage/Smart Buildings/Smart Charging businesses (2016–2019) . Her compensation is tightly linked to EVA and Adjusted Free Cash Flow, which the Compensation Committee selected as key drivers of value; for 2024, PHINIA achieved EVA of $14.9M and Adjusted Free Cash Flow of $253M, supporting above-target annual incentive payouts . Company pay-versus-performance shows a $100 investment in PHINIA since the spin yielded $136.62 by year-end 2024 (vs $83.97 at 2023 YE), with 2024 net income of $79M and Adjusted FCF of $253M, indicating alignment between realized performance and incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| BorgWarner (Morse Systems) | Vice President, Global Human Resources | 2020–Jul 2023 | Led HR for Morse Systems business unit (global HR leadership) |
| ABB AG (Power and automation technology manufacturer) | Global VP, HR, Low Voltage, Smart Buildings and Smart Charging | 2016–2019 | HR leadership across electrification/charging segments |
External Roles
No public company board roles or external directorships disclosed for Di Beasi in PHINIA’s filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 315,748 | 344,646 | 394,938 |
| Bonus ($) | — | 155,304 | — |
| Non-Equity Incentive Plan Compensation ($) | 191,642 | 165,075 | 368,242 |
| All Other Compensation ($) | 60,751 | 86,113 | 117,045 |
| Total Compensation ($) | 767,414 | 1,275,604 | 1,429,139 |
- 2024 base salary was increased from $355,000 (as of 12/31/2023) to $408,250 effective April 1, 2024 to move toward market medians and reflect responsibilities, performance, and retention considerations .
- Target annual incentive for 2024: 55% of base salary ($224,538) with 0–200% payout range; actual payout was 164% of target ($368,242) based on EVA and Adjusted FCF .
Performance Compensation
Annual Incentive Mechanics and 2024 Outcome
| Performance Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual |
|---|---|---|---|---|---|
| EVA ($M) | 50% | 7.709 | 12.314 | 21.525 | 14.9 |
| Adjusted Free Cash Flow ($M) | 50% | 160 | 180 | 220 | 253 |
| Executive | Payout % from EVA | Payout % from Adj. FCF | Overall Payout % | Actual Annual Incentive ($) |
|---|---|---|---|---|
| Alisa Di Beasi | 128% | 200% | 164% | 368,242 |
- Metrics are non-GAAP; reconciliations/procedures detailed in Annex A of the proxy .
Long-Term Incentive (LTI) Grants (February 16, 2024)
| Component | Target Value ($) | Units at Target | Vesting / Performance |
|---|---|---|---|
| PSUs | 372,210 grant-date fair value | 8,353 target | 3-year performance (2024–2026); rTSR vs peer group; 0–200% earned; capped at 100% if absolute TSR negative |
| RSAs | 176,704 grant-date fair value | 5,569 target | Time-based; vest ratably on Feb 28, 2025/2026/2027; continued service required |
- 2024 LTI design: 60% PSUs (rTSR) and 40% RSAs; units determined using a $29.81 20-day average price; grant-date accounting price $31.73 .
Outstanding and Vesting Schedules (as of 12/31/2024)
| Grant Date | Award Type | Unvested Units (#) | Market Value ($) | Vesting Terms |
|---|---|---|---|---|
| 2/16/2024 | RSAs | 5,699 | 274,521 | 1/3 vest on 2/28/2025, 2/28/2026, 2/28/2027 |
| 2/16/2024 | PSUs (reported at max 200%) | 17,096 | 823,514 | rTSR performance period 1/1/2024–12/31/2026; earned and vest in Q1 2027 |
| 8/29/2023 | RSAs (Recognition Awards) | 11,936 | 574,957 | 50% vest on 8/29/2025; 50% on 8/29/2026 |
| 7/18/2023 | RSAs (Replacement Awards) | 4,151 | 199,954 | Vest on 2/28/2025 |
| 7/18/2023 | RSAs (Replacement Awards) | 8,297 | 399,666 | 50% vest on 2/28/2025; 50% on 2/28/2026 |
- Market values use $48.17 closing price on 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 36,807 shares as of March 24, 2025 record date; <1% of class |
| Restricted shares included | 22,845 restricted shares included in beneficial ownership |
| Shares outstanding | 39,804,513 |
| Pledging/Hedging | None of her shares are pledged; hedging, short sales, and pledging prohibited for Section 16 officers; margin accounts prohibited except extraordinary exceptions |
| Ownership guidelines | Other NEOs/executives must hold 2x base salary; compliance required within 5 years; must retain 50% of net after-tax vested shares until compliant; all NEOs reported in compliance |
Upcoming vesting dates (Feb 28, 2025; Aug 29, 2025; Feb 28, 2026; Aug 29, 2026; Feb 28, 2027; PSUs settle in Q1 2027) could create episodic sell/withhold activity for tax obligations, a common insider supply dynamic around vest dates .
Non-Qualified Deferred Compensation (Excess Plan)
| 2024 | Executive Contributions ($) | Company Contributions ($) | Aggregate Earnings ($) | Aggregate Balance ($) |
|---|---|---|---|---|
| Alisa Di Beasi | — | 24,959 | 10,021 | 106,743 |
- Excess Plan contributions are included in “All Other Compensation”; amounts are not above market; company credits also reflected in retirement savings .
Employment Terms
Change-of-Control Agreements (CoC)
- Double-trigger vesting: awards vest only if terminated without cause or for good reason within 2 years post-CoC; assumed awards vest per original terms with PSUs deemed at target or higher if set by Committee; unassumed awards vest at projected actual levels .
- Cash severance: 2× base salary + target bonus (CEO 3×); pro-rata bonus for year of termination; 18 months of medical/dental/life; outplacement up to $40,000; 2× company retirement/match contributions; no excise tax gross-ups; benefits may be structured partly as non-compete payments to reduce excise tax .
Potential Payments (Assuming event on 12/31/2024)
| Scenario | Cash Severance ($) | Pro Rata Bonus ($) | PSUs ($) | RSAs ($) | Health Care ($) | Retirement ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|
| CoC + Termination (Di Beasi) | 1,265,576 | 224,538 | 411,757 | 1,449,098 | 36,932 | 125,726 | 40,000 | 3,553,627 |
| Death/Disability | — | 368,242 | — | 1,174,577 | — | — | — | 1,542,819 |
| Retirement | — | 368,242 | — | — | — | — | — | 368,242 |
| Involuntary Termination (Unrelated to CoC) | — | 368,242 | — | — | — | — | — | 368,242 |
| Restructuring/Reduction in Force (TIP) | — | 368,242 | — | — | 50,673 | — | — | 623,040 |
- TIP transitional benefit: lump sum equal to 26 weeks base salary (Di Beasi: $204,125) plus COBRA group insurance premiums for 26 weeks; no double recovery with CoC benefits .
- Equity award agreements: special vesting on death/disability; pro-rata for qualifying retirement and certain terminations after 1-year anniversary; PSUs pro-rata vest at end of performance period if termination after year 1; Di Beasi’s awards governed by these terms .
Clawback
PHINIA adopted a NYSE-compliant Compensation Recovery (Clawback) Policy requiring recovery of erroneously awarded incentive-based compensation for the three completed fiscal years preceding a restatement .
Company Performance Context (for compensation linkage)
| Year | PHINIA TSR – $100 investment | Peer Group TSR – $100 investment | Net Income ($M) | Adjusted Free Cash Flow ($M) |
|---|---|---|---|---|
| 2023 | 83.97 | 97.97 | 102 | 161 |
| 2024 | 136.62 | 95.99 | 79 | 253 |
- Tabular list of “most important financial performance measures” linking pay: Adjusted Free Cash Flow, EVA, and rTSR vs compensation peer group .
- Say-on-pay support was ~93% at the 2024 annual meeting, indicating broad investor alignment with compensation design .
Investment Implications
- Pay-for-performance alignment: Di Beasi’s 2024 incentives tied equally to EVA and Adjusted FCF produced a 164% payout on strong cash generation; LTI is 60% PSUs on rTSR and 40% time-based RSAs, supporting retention and shareholder alignment while avoiding options and single-trigger acceleration .
- Vesting calendar and potential insider supply: Multiple RSA tranches vest across Feb 2025/2026/2027 and Aug 2025/2026, with PSUs settling in Q1 2027; watch for tax-withholding transactions around these dates that can create near-term selling pressure mechanically rather than sentiment-driven .
- Alignment/controls: Ownership guidelines (2× salary), hedging/pledging prohibitions, and clawback reduce governance risk; none of her shares are pledged .
- Retention and CoC economics: Double-trigger, 2× cash severance plus full vesting of equity (assumed at target for performance awards) create balanced retention and transaction-focus incentives; no excise tax gross-ups mitigate shareholder-unfriendly optics .