Matthew Logar
About Matthew Logar
Matthew Logar is Vice President and Chief Information Officer (CIO) of PHINIA Inc. and is one of the company’s named executive officers; he joined PHINIA effective May 1, 2023 . His pay structure ties annual incentives to company performance through Economic Value Added (EVA) and Adjusted Free Cash Flow, and long-term equity to three-year relative total shareholder return (rTSR) versus a defined peer group . Under management’s 2024 performance, PHINIA delivered net income of $79 million and Adjusted Free Cash Flow of $253 million, while the value of an initial $100 investment rose to $136.62, outperforming the peer group’s $95.99 in 2024 .
Past Roles
- The proxy statements reviewed do not disclose prior employment roles for Mr. Logar beyond his PHINIA CIO appointment .
External Roles
- No external directorships or outside roles for Mr. Logar are disclosed in the proxy statements reviewed .
Fixed Compensation
| Item | 2023 | 2024 |
|---|---|---|
| Annual base salary (as of date shown) | $365,000 (12/31/2023) | $383,250 (effective 4/1/2024) |
| Salary paid | — | $378,687 |
| Sign-on bonus (structure) | — | Two cash payments of $100,000 each; first paid after one year of employment (2024), second after two years |
| All other compensation detail (2024) | — | $102,827 comprised of $25,000 perquisite allowance; $31,198 PHINIA Retirement Savings Plan; $20,963 PHINIA Excess Plan; $25,666 dividends accrued on unvested awards |
| Nonqualified deferred comp: registrant contributions (2024) | — | $20,963 |
| Nonqualified deferred comp: aggregate balance (2024) | — | $20,951 |
Performance Compensation
Annual Incentive Plan – 2024 Design and Payout (paid Feb 2025)
| Metric | Weight | Threshold (50%) | Target (100%) | Max (200%) | Actual Result | Payout % Contribution | Payout $ |
|---|---|---|---|---|---|---|---|
| EVA | 50% | $7.709M | $12.314M | $21.525M | $14.9M | 128% | — |
| Adjusted Free Cash Flow | 50% | $160M | $180M | $220M | $253M | 200% | — |
| Total payout (straight-line interpolation) | — | — | — | — | — | 164% | $314,265 |
| Target bonus % | Target bonus $ | Vesting/Payment |
|---|---|---|
| 50% of base salary | $191,625 | Committee approved payout in Feb 2025 |
Long-Term Equity Incentives – 2024 Grants (February 16, 2024)
| Award Type | Target Grant Value | Units Granted | Key Terms |
|---|---|---|---|
| PSUs | Part of $400,000 LTI target | 8,051 target PSUs | 3-year performance period (2024–2026); rTSR v. peer group; Threshold 25th percentile=50%; Target 50th=100%; Max 75th+=200%; capped at 100% if absolute TSR negative |
| RSAs | Part of $400,000 LTI target | 5,367 restricted shares | Time-based vesting in three equal tranches on 2/28/2025, 2/28/2026, 2/28/2027 |
Peer group used for rTSR and compensation benchmarking includes Allison Transmission, Sensata, Timken, Visteon, Modine, and others .
Equity Ownership & Alignment
| Ownership Item | Detail |
|---|---|
| Total beneficial ownership (as of 3/24/2025 record date) | 19,644 shares; less than 1% of outstanding |
| Restricted shares included in beneficial ownership | 18,426 shares |
| Shares pledged as collateral | None; pledging prohibited by policy and none reported |
| Stock ownership guidelines | 2x base salary for other NEOs; compliance required within 5 years of appointment |
| Compliance status | Each NEO is in compliance with the Executive Stock Ownership Policy |
| Hedging/short sales policy | Prohibits short sales, hedging, and derivative transactions; prohibits pledging/margin accounts for directors and Section 16 officers except extraordinary exceptions |
Outstanding Equity Awards (12/31/2024)
| Award | Units Outstanding | Market Value (12/31/2024 @ $48.17) |
|---|---|---|
| 2024 RSAs (plus reinvested dividends) | 5,493 | $264,598 |
| 2024 PSUs (reported at 200% max for disclosure) | 16,478 | $793,745 |
| 2023 Recognition RSAs (plus reinvested dividends) | 12,275 | $591,287 |
Option exercises and stock vested: No vesting or exercises reported for Mr. Logar in 2024 .
Employment Terms
| Provision | Key Term |
|---|---|
| Change-of-Control Employment Agreement | Double-trigger vesting; no excise tax gross-ups; payment reduction allowed to avoid excise tax; benefits may be attributed to non-compete to reduce excise exposure |
| Severance Multiple on CoC Termination (without cause or for good reason) | Cash severance payment of $1,149,750 (equals 2x base+target bonus) |
| Pro-rata bonus on CoC termination | $191,625 |
| Equity treatment on CoC | If assumed/replaced: vest on qualifying termination within 2 years; PSUs deemed earned at target or higher per Committee determination, and replacements not performance-based unless otherwise determined . If not assumed: RSAs/RSUs fully vest; performance awards earned at projected actual levels (or target for some cases) with performance period deemed ended at CoC date . |
| Additional CoC benefits | Retirement benefit $112,984; continued healthcare $36,344; outplacement services $40,000 |
| Total CoC package (illustrative as of 12/31/2024) | $2,783,461 (sum of items listed) |
| Company Transition Income Plan (TIP) | Lump sum transitional benefit $191,625 and group insurance benefits $49,824 on RIF/permanent elimination scenarios (not concurrent with CoC benefits) |
Compensation Structure vs Performance Metrics
- Annual cash incentives are 100% tied to company performance metrics: EVA (50%) and Adjusted Free Cash Flow (50%), with payouts from 0% to 200% per metric and threshold at 50%; Committee discretion of ±10% was available but not applied for 2024 .
- Long-term equity is majority PSUs (60%) based on 3-year rTSR versus a defined peer set, with RSAs (40%) vesting time-based over three years to support retention; PSU payouts capped at 100% if absolute TSR is negative, guarding against windfall payouts in down markets .
Compensation & Ownership Tables
Summary Compensation (2024)
| Component | Amount |
|---|---|
| Salary | $378,687 |
| Bonus (sign-on installment) | $100,000 |
| Stock awards (grant-date fair value) | $529,048 |
| Non-equity incentive plan comp | $314,265 |
| All other compensation (see Fixed Compensation breakdown) | $102,827 |
| Total | $1,424,827 |
2024 AIP Targets and Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| EVA | 50% | $7.709M | $12.314M | $21.525M | $14.9M | 128% |
| Adjusted Free Cash Flow | 50% | $160M | $180M | $220M | $253M | 200% |
| Overall payout | — | — | — | — | — | 164% / $314,265 |
Long-Term Incentive 2024 Grants
| Award | Units | Key Terms |
|---|---|---|
| PSUs (target) | 8,051 | rTSR vs peer group; 2024–2026; 50th percentile=100%; 75th+=200%; negative absolute TSR cap at 100% |
| RSAs (target) | 5,367 | Vest 1/3 on 2/28/2025, 2/28/2026, 2/28/2027 |
Beneficial Ownership (as of 3/24/2025)
| Item | Value |
|---|---|
| Shares beneficially owned | 19,644 |
| Percent of class | * (less than 1%) |
| Restricted stock included | 18,426 |
| Pledged shares | None |
Pay Versus Performance (Company context)
| Year | CAP for PEO | Avg CAP for non-PEO NEOs | PHINIA $100 TSR | Peer Group $100 TSR | Net Income | Adjusted FCF |
|---|---|---|---|---|---|---|
| 2024 | $19,984,947 | $2,911,033 | $136.62 | $95.99 | $79,000,000 | $253,000,000 |
| 2023 | $9,382,637 | $1,737,186 | $83.97 | $97.97 | $102,000,000 | $161,000,000 |
Risk Indicators & Red Flags
- No hedging, short sales, or pledging allowed; none of Mr. Logar’s shares are pledged, reducing alignment risk .
- Clawback policy adopted per NYSE standards; erroneously awarded incentive comp must be recovered upon accounting restatement .
- Equity award timing follows first-quarter grant practice; no options granted to NEOs in 2024, avoiding option repricing risk .
- Strong shareholder support: 93% approval on 2024 say-on-pay .
Compensation Peer Group (Benchmarking)
Peer group used for compensation and for rTSR PSUs includes Allison Transmission, American Axle, Autoliv, Cooper-Standard, Dana, Dorman Products, Dover, Fortive, Fox Factory, Garrett Motion, Gentex, LCI Industries, Modine, Oshkosh, Sensata, Standard Motor Products, Superior Industries, The Timken Company, and Visteon .
Investment Implications
- Alignment: High proportion of at-risk pay with annual metrics in EVA and Adjusted FCF, and 3-year rTSR PSUs with a negative TSR cap – supportive of shareholder alignment and disciplined capital allocation focus .
- Retention and supply: RSA tranches vest in 2025–2027 and PSUs settle in early 2027, creating structured vesting that supports retention; no options outstanding and no 2024 vesting for Logar reduces near-term selling pressure signals .
- Change-of-control economics: Double-trigger terms and 2x base+bonus cash multiple for Logar (with equity acceleration) are standard and shareholder-favorable (no tax gross-ups), limiting outsized golden parachute risk versus CEO’s higher multiple .
- Ownership and policy safeguards: 2x salary ownership guideline (in compliance), anti-hedging/pledging, and clawback policy collectively reduce governance and alignment risk .