Meggan Walsh
About Meggan M. Walsh
Independent director at PHINIA Inc. since 2024 (age 61), Walsh brings 35 years of investor leadership, retiring as Senior Portfolio Manager and Head, Dividend Value at Invesco. She holds an MBA (Loyola University Maryland), BS (University of Maryland), and is a CFA charterholder. She is confirmed independent under NYSE and company standards and currently serves on PHINIA’s Corporate Governance Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Invesco Ltd. | Senior Portfolio Manager & Head, Dividend Value | 2000–2021 | Directed large-cap dividend portfolios; led capital allocation; grew team assets materially, driving revenue growth |
| Invesco Ltd. | Portfolio Manager, Equities | 1998–2000 | Equity portfolio management |
| Invesco Ltd. | VP & Portfolio Manager, Long-Term Fixed Income | 1992–1998 | Fixed income PM and risk oversight |
| Invesco Ltd. | Trader, Short-Term Taxable Fixed Income | 1991–1992 | Trading and liquidity management |
| Nationale Nederlanden, N.A. | Financial Analyst | 1987–1991 | Financial analysis |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed in PHINIA’s 2025 Proxy |
Board Governance
- Independence: Board affirmed Walsh’s independence; no related-party transactions requiring disclosure at appointment .
- Committee assignments: Corporate Governance Committee (member). Not a committee chair .
- Attendance: In 2024, each director attended at least 80% of Board and committee meetings during the period served (Walsh joined July 1, 2024) .
- Tenure and engagement: Director since 2024; selected via third-party search; Board cited her investor perspective, M&A analysis, and governance insight as additive to Board mix .
- Governance practices: Non-Executive Chair structure; executive sessions held after every regularly scheduled Board meeting .
- Overboarding/ownership policies: Limits on board service and audit committee seats; five-year phase-in to meet 5x cash retainer stock ownership guideline .
- Hedging/pledging: Prohibited for directors under Insider Trading Policy .
Fixed Compensation
| Component | Amount / Policy | 2024 Walsh Actual ($) | Notes |
|---|---|---|---|
| Board Cash Retainer | $100,000 annual (paid quarterly, pro-rated for partial year) | 25,829 | Fees earned for service from July 1–Dec 31, 2024 (includes committee member fee pro-ration) |
| Committee Member Fee (CGC) | $5,000 annual member fee | Included above | Pro-rated for partial year |
| Non-Executive Chair Premium | $100,000 (not applicable to Walsh) | — | — |
Director Deferred Compensation Program (effective 2025–2026 Board year): optional deferral of 50% or 100% of cash/equity retainers into stock units vesting after one year; settlement after Board service ends .
Performance Compensation
| Equity Element | Grant/Status | Shares / $ | Vesting & Metrics |
|---|---|---|---|
| Annual Board Equity Retainer (Restricted Stock) | 2024 grant (Aug 1, 2024 for Walsh) | $120,335 grant date fair value | Vests on May 21, 2025 (Annual Meeting), subject to continued service; no performance metrics |
| Unvested Restricted Stock (EOY 2024) | Outstanding as of Dec 31, 2024 | 2,776 shares | Time-based vesting; dividends accrue, vest with awards |
| Options/PSUs | Not applicable to directors | — | Director equity is time-based restricted stock, not options or PSUs |
Other Directorships & Interlocks
- No current public company boards disclosed for Walsh in the 2025 Proxy .
- Compensation Committee interlocks: Company reports none involving PHINIA executives (general governance disclosure) .
Expertise & Qualifications
- Financial expert and investor perspective: Deep experience directing large investments, capital allocation, and evaluating corporate actions (restructurings, recapitalizations, spin-offs) .
- Risk management: Extensive portfolio risk oversight across equity and fixed income strategies .
- Education/credentials: MBA (Loyola University Maryland), BS (University of Maryland), CFA .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned (Mar 24, 2025) | 2,793; includes restricted stock; <1% of shares outstanding |
| Shares pledged as collateral | None (company’s table notes no pledges) |
| Unvested restricted stock (Dec 31, 2024) | 2,776 shares |
| Ownership guidelines | 5x annual cash retainer within 5 years; directors either compliant or within phase-in |
| Hedging/pledging policy | Hedging and pledging prohibited for directors |
Governance Assessment
- Board effectiveness: Walsh strengthens capital allocation discipline and shareholder-alignment oversight on the Corporate Governance Committee. Selection process emphasized investor insight and M&A analysis, aligning with PHINIA’s capital return and growth priorities .
- Independence and conflicts: Independent; appointment 8-K confirms no related-party relationships or arrangements; CGC oversees related-party transactions (Walsh serves on CGC) .
- Engagement/attendance: Meets the company’s attendance threshold; executive sessions occur after each regular Board meeting, supporting independent oversight .
- Compensation alignment: Director pay is a cash/equity mix with one-year vesting RS, reinforcing alignment while avoiding option risk; deferral program adds long-term alignment options .
- Red flags: None identified. No pledging, no related-party exposure, independence affirmed, and overboarding policy compliance noted .
- Shareholder sentiment: Say-on-pay support (~93% in 2024) indicates constructive investor relations and pay governance backdrop (company-wide context) .