D'aun Norman
About D’aun Norman
Independent director of PHINIA Inc. since 2023; age 58; Audit Committee Chair and SEC-designated audit committee financial expert. Former Ernst & Young LLP audit partner (1988–2019), advising global transportation and industrial companies; education includes B.S. (Bowling Green State University), CPA, NACD Certified Director, CERT Certificate in Cybersecurity Oversight (Carnegie Mellon SEI), and EY Executive Education (Northwestern Kellogg) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ernst & Young LLP | Audit Partner | 1988–2019 | Led assurance/advisory for publicly traded global transportation/industrials; deep financial reporting, controls, and risk management expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Garrett Motion, Inc. (NASDAQ: GTX) | Independent Director | 2021–Present | Public company board experience in automotive/industrial; governance and risk oversight |
Board Governance
- Committee assignments: Audit Committee (Chair) .
- Audit Committee: 9 meetings held in 2024; committee entirely independent; Norman is the SEC “audit committee financial expert” .
- Board meetings and attendance: 6 Board meetings in 2024; each director attended at least 80% of Board and committee meetings; directors expected to attend all meetings and the annual meeting .
- Independence: Board determined Norman is independent under NYSE and company standards (7 of 8 nominees independent) .
- Executive sessions: Non‑employee directors meet in executive session after every regularly scheduled Board meeting; presided by the Non‑Executive Chair .
- Risk oversight: Audit Committee oversees financial reporting integrity, internal control over financial reporting, auditors, compliance, ethics, and cybersecurity risks .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 100,000 | Paid quarterly in arrears; prorated for partial years |
| Audit Committee Chair Retainer | 25,000 | Member fee $7,500; chair fee $25,000 |
| Fees Earned/Paid in Cash (2024) | 125,000 | Reflects Board + committee service cash fees in 2024 |
| Board Equity Retainer (target) | 140,000 | Granted in restricted stock; generally vests after one year |
| Stock Awards (2024 grant date fair value) | 140,027 | ASC 718 fair value; May 9, 2024 grant for Norman |
| Meeting fees | — | No meeting fees disclosed; program is retainers + equity |
| Director Deferred Compensation Program | Available beginning 2025–2026 | Elective deferral of cash/equity into stock units (SUs) with one‑year vest, settlement after Board service |
Performance Compensation
| Instrument | Grant Date | Number of Shares | Fair Value ($) | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Restricted Stock (Board equity retainer) | May 9, 2024 | 3,315 unvested restricted shares as of 12/31/2024 | 140,027 (ASC 718) | Generally vests after one year; 2024 retainer vests May 21, 2025, subject to service | None; time‑based only (no performance conditions) |
PHINIA’s director equity grants are time‑based restricted stock; no director performance‑based equity metrics are disclosed .
Other Directorships & Interlocks
| Company | Role | Since | Committees/Notes |
|---|---|---|---|
| Garrett Motion, Inc. (GTX) | Independent Director | 2021 | Automotive/industrial supplier; enhances financial/reporting oversight capabilities |
No related‑party transactions disclosed involving Norman; the only related‑party item noted in the proxy concerns the CFO’s spouse employment and was reviewed/approved under the Related Party Transactions Policy .
Expertise & Qualifications
- Financial reporting, accounting, and internal controls; SEC audit committee financial expert .
- Transportation industry experience (16+ years advising global suppliers) .
- Risk management and regulatory/public policy experience; cybersecurity oversight credential (CERT) .
- CPA; NACD Certified Director; Kellogg executive education .
Equity Ownership
| Metric | Value | Date/Notes |
|---|---|---|
| Shares beneficially owned | 16,556 | Record date March 24, 2025 |
| Percent of class | <1% | Based on 39,804,513 shares outstanding |
| Restricted stock included in beneficial ownership | 3,336 shares | Included in 16,556 total; beneficial ownership table |
| Unvested restricted shares (year‑end) | 3,315 | As of Dec 31, 2024 |
| Shares pledged as collateral | None | Company notes none pledged among listed insiders |
| Director stock ownership guideline | 5x annual cash retainer; 5‑year compliance horizon | Applies to all non‑employee directors |
Governance Assessment
- Board effectiveness: Norman chairs an entirely independent Audit Committee, is designated the SEC audit committee financial expert, and oversaw 9 Audit Committee meetings in 2024—strong signals of rigorous financial oversight and risk management .
- Independence and engagement: Independent director; Board requires ≥80% attendance (met by all directors in 2024) and holds executive sessions after every regular Board meeting, supporting robust independent oversight .
- Alignment and safeguards: Director equity is time‑based restricted stock; stock ownership guidelines (5x cash retainer) promote alignment; hedging and pledging are prohibited; clawback policy in place for executives; double‑trigger treatment of awards on change‑of‑control reduces single‑trigger risk .
- Compensation reasonableness: Norman’s 2024 director pay reflects standard Board retainer, Audit Chair premium, and equity retainer consistent with program; no meeting fees are paid; 2024 program components remained unchanged after market review .
- Shareholder sentiment: Say‑on‑pay (executive) received ~93% support in 2024, indicating broad investor approval of compensation governance; Board maintains regular shareholder engagement .
- Red flags: None disclosed for Norman—no related‑party transactions, no pledging, and compliance practices appear robust; the proxy reports one related‑party employment case for the CFO’s spouse handled under policy, not involving Norman .