Latondra Newton
About Latondra Newton
Latondra Newton (age 56) is an independent director of PHINIA Inc. since 2023 and serves on the Compensation Committee. She brings senior leadership and global human capital expertise from The Walt Disney Company (SVP & Chief Diversity Officer) and Toyota Motor North America (Group VP & Chief Diversity Officer; VP Strategic Planning), with additional experience in regulatory engagement, risk management, and manufacturing/operations from 25+ years at Toyota. She holds a B.S. from Kettering University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Senior Vice President & Chief Diversity Officer | 2017–2023 | Senior leadership and human capital oversight |
| Toyota Motor North America, Inc. | Group Vice President (Social Innovation) & Chief Diversity Officer | 2014–2017 | Oversaw inclusion initiatives; human capital programs |
| Toyota Mobility Foundation | Chief Program Officer | 2013–2014 | Program leadership and stakeholder engagement |
| Toyota Motor North America, Inc. | Vice President (Strategic Planning) | 2009–2013 | Corporate planning, economic forecasting, competitor analysis, corporate marketing |
| Toyota Motor Corporation (various) | Executive roles including facilities/transportation purchasing; GM, Team Member Development Center | 1991–2009 | Managed capital equipment/logistics procurement; engineering/manufacturing training and development |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in PHINIA’s proxy biography |
Board Governance
- Committee assignments: Compensation Committee member (not Chair). Compensation Committee held six meetings in 2024; it is composed entirely of independent directors .
- Independence: Board affirmatively determined Newton is independent under NYSE and company standards .
- Attendance: The Board held six meetings in 2024; each director attended at least 80% of Board and applicable committee meetings. All seven directors at the time personally attended the 2024 annual meeting .
- Board leadership: PHINIA has an independent Non‑Executive Chair; non‑executive directors meet in executive session after each regularly scheduled Board meeting .
Fixed Compensation (Non-Employee Director)
| Component | Structure/Value | 2024 Amount for Newton |
|---|---|---|
| Board cash retainer | $100,000 annual cash retainer (paid quarterly) | Included in cash below |
| Committee membership fee (Compensation Committee) | $7,500 member retainer | Included in cash below |
| Cash paid (total) | Fees earned/paid in cash | $107,500 |
| Equity retainer | $140,000 annual restricted stock; generally vests after one year. 2024 Board equity retainer vests on May 21, 2025 (Annual Meeting) | $140,027 (grant-date fair value) |
| Unvested director shares at 12/31/24 | Unvested restricted shares from 2024 grant | 3,315 shares (for each listed director with 5/9/24 grant) |
Additional program features:
- Director Deferred Compensation Program (effective 2025–2026 Board year): optional deferral of 50% or 100% of cash and/or equity into stock units that vest after one year and settle upon board departure .
Performance Compensation (Director)
| Element | Structure | Metrics |
|---|---|---|
| Director annual equity grant | Time‑based restricted stock that generally vests after one year; no performance conditions | None (no TSR/financial metrics for director equity) |
Note: Performance-conditioned awards (e.g., PSUs, TSR) apply to executives, not non‑employee directors, under the disclosed program .
Other Directorships & Interlocks
- Other public company boards: None disclosed for Newton in PHINIA’s proxy biography .
- Compensation Committee interlocks: None. The proxy reports no executive officer served on another company’s board/compensation committee where that company’s executive served on PHINIA’s Compensation Committee .
- Related-party transactions: The proxy discloses one related-party employment relationship involving the CFO’s spouse; no related-party transactions involving Newton are disclosed .
Expertise & Qualifications
- Senior leadership and global human capital expertise from Disney and Toyota; supports oversight of human capital management, inclusion, and corporate marketing .
- Transportation industry, manufacturing, and operations experience from 25+ years at Toyota (including procurement and engineering/manufacturing development) .
- Risk management and legal/regulatory/public policy experience, including oversight of legislative/regulatory engagement and corporate affairs .
- Education: B.S., Kettering University .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/24/2025) | 16,556 shares; less than 1% of outstanding shares |
| Included restricted stock | 3,336 restricted shares included in beneficial ownership |
| Shares pledged | None of the directors or officers listed had pledged shares; none for Newton |
| Shares outstanding (denominator) | 39,804,513 shares outstanding (for percent-of-class context) |
| Director stock ownership guideline | 5x annual cash retainer ($100,000) within five years of joining the Board; directors either comply or are within the five‑year phase‑in |
| Hedging/pledging policy | Prohibits hedging; directors and designated Section 16 officers may not pledge PHINIA stock or hold in margin accounts absent extraordinary exceptions |
Governance Assessment
- Board effectiveness/engagement: Independent status, Compensation Committee service, and participation in a Board that met six times in 2024 with at least 80% attendance by all directors indicate engagement. Executive sessions after each regular meeting support independent oversight .
- Pay/ownership alignment: Director pay mix balances cash and one‑year vesting restricted stock; robust director ownership guideline (5x retainer) and anti‑hedging/anti‑pledging safeguards strengthen alignment. Newton’s 2024 director pay totaled $247,527 (cash $107,500; equity $140,027) and she beneficially owned 16,556 shares as of the record date .
- Conflicts/interlocks: No Compensation Committee interlocks and no Newton‑specific related‑party transactions disclosed; Corporate Governance Committee oversees related‑party reviews under a formal policy .
- Shareholder confidence signals: 2024 say‑on‑pay support of ~93% suggests investors view compensation practices favorably; Board and all committees are fully independent (other than the CEO on the Board) .
- RED FLAGS: None identified for Newton in the proxy with respect to attendance, related‑party transactions, hedging/pledging, or interlocks. Continued monitoring warranted for ownership progress toward the five‑year guideline and any future external board roles that could create interlocks or overboarding risk (the company enforces an overboarding policy) .