Robert Boyle
About Robert Boyle
Robert Boyle (45) serves as Vice President, General Counsel and Secretary of PHINIA Inc., appointed in July 2023; prior roles include Vice President and General Counsel (Europe), BorgWarner (2020–July 2023), and Vice President, Corporate & Securities and Assistant Secretary, Delphi Technologies (2018–2020) . Company performance during his tenure: PHINIA’s 2024 pay-versus-performance table shows PHINIA TSR value of a $100 investment at $136.62 vs peer group $95.99, net income of $79 million, and Adjusted Free Cash Flow of $253 million; for 2023, TSR $83.97, net income $102 million, and Adjusted Free Cash Flow $161 million . As corporate secretary, Boyle oversees shareholder communications logistics for the annual meeting and Board correspondence .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BorgWarner | Vice President and General Counsel (Europe) | 2020–July 2023 | Not specified in filings |
| Delphi Technologies | Vice President, Corporate & Securities; Assistant Secretary | 2018–2020 | Not specified in filings |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| — | None disclosed in PHINIA’s 2025 proxy or 2024 10-K | — | — |
Fixed Compensation
Multi-year summary compensation (as reported):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | 329,840 | 357,808 | 424,625 |
| Bonus ($) | — | 166,560 | — |
| Stock Awards ($) | 193,740 | 547,792 | 661,329 |
| Non-Equity Incentive Plan Compensation ($) | 192,760 | 183,675 | 427,548 |
| All Other Compensation ($) | 928,513 | 404,834 | 174,227 |
| Total ($) | 1,644,853 | 1,660,669 | 1,687,729 |
Additional fixed comp elements in 2024 (components of “All Other Compensation”):
| Component | Amount ($) |
|---|---|
| Limited Cash Allowance | 25,000 |
| PHINIA Retirement Savings Plan | 47,623 |
| PHINIA Excess Plan (Registrant Contributions) | 27,219 |
| Value of Dividends Accrued on Unvested Awards | 42,930 |
| Costs Related to Prior International Assignments | 31,455 |
Deferred compensation (PHINIA Excess Plan, 2024):
| Metric | Amount ($) |
|---|---|
| Registrant Contributions in Last FY | 27,219 |
| Aggregate Earnings in Last FY | 10,116 |
| Aggregate Balance at Last FYE | 105,596 |
Performance Compensation
Annual cash incentive (PHINIA MIP – 2024):
| Name | Target Annual Incentive (% of base) | Target ($) | Actual Payout (%) | Actual Payout ($) |
|---|---|---|---|---|
| Robert Boyle | 60% | 260,700 | 164% | 427,548 |
2024 MIP performance metrics, targets, and results:
| Performance Metric | Weight | Threshold (50% payout) | Target (100% payout) | Maximum (200% payout) | Actual Results |
|---|---|---|---|---|---|
| EVA | 50% | $7.709M | $12.314M | $21.525M | $14.9M |
| Adjusted Free Cash Flow | 50% | $160M | $180M | $220M | $253M |
Long-term equity incentives (granted February 16, 2024):
| Award Type | Grant Date | Structure | Shares/Units | Grant-Date Fair Value ($) | Weighting | Vesting/Performance |
|---|---|---|---|---|---|---|
| RSAs | 02/16/2024 | Time-based restricted stock | 6,709 | 212,877 | 40% of LTI | Ratable vesting on Feb 28, 2025/2026/2027 |
| PSUs | 02/16/2024 | Performance stock units (rTSR) | Threshold 5,032; Target 10,064; Max 20,128 | 448,452 | 60% of LTI | Performance period 01/01/2024–12/31/2026; 0–2x payout based on rTSR vs peers; double-trigger treatment on CoC |
Stock awards vested (2024):
| Metric | Shares Acquired on Vesting (#) | Value Realized on Vesting ($) |
|---|---|---|
| Robert Boyle | 8,609 | 288,574 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Shares Beneficially Owned (as of Mar 24, 2025) | 37,279; percent of class: <1% |
| Restricted Shares included in above | 25,221 |
| Shares pledged as collateral | None; pledging prohibited by policy |
| Executive stock ownership guideline | Other NEOs/executives: 2x base salary; meet within 5 years; hold ≥50% net after-tax vested shares until compliant |
| Compliance status | Each NEO in compliance (including Boyle) |
| Hedging/short sales | Prohibited; no speculative transactions (puts/calls/swaps) |
Employment Terms
Change-of-control (CoC) agreements (structural terms):
| Term | Provision |
|---|---|
| Cash severance multiple | 2x base salary + target bonus (CEO 3x) |
| Pro rata bonus at termination | Yes, at target for year of termination |
| Retirement contribution replacement | Lump sum equal to 2x company retirement/matching contributions |
| Health and welfare continuation | 18 months medical/dental/life (cash equivalent) |
| Outplacement services | Up to $40,000 |
| Equity vesting on CoC | Double-trigger; if assumed/replaced, vest on termination without cause/for good reason; performance awards deemed at target; if not assumed, immediate vesting at projected actual performance |
| Tax gross-up | No excise tax gross-ups; cutback provision if beneficial |
Illustrative post-employment payouts for Boyle (assumes event on Dec 31, 2024; share price $48.17):
| Scenario | Components | Amount ($) |
|---|---|---|
| Involuntary Termination upon restructuring/RIF | Annual cash incentive | 427,548 |
| Lump Sum Transitional Benefit (TIP, 26 weeks) | 217,250 | |
| Group Insurance Benefits (COBRA, 26 weeks) | 41,240 | |
| Total | 686,038 | |
| CoC with termination (without cause/for good reason) | Pro rata annual cash incentive | 260,700 |
| Cash severance (2x base+target bonus) | 1,390,400 | |
| PSUs (assumed at target) | 496,151 | |
| RSAs | 1,544,619 | |
| Additional retirement benefits (2x contributions) | 139,456 | |
| Continued health care benefits | 43,461 | |
| Outplacement services | 40,000 | |
| Total | 3,914,787 |
Severance plan (TIP) mechanics:
- Eligibility and exclusions; weeks-of-benefit rules (salary grades ≤15 earn 1 week per 12 months of service; grades ≥16 receive 26 weeks), and release requirements; lump sum paid within 60 days; COBRA premiums paid during eligible weeks up to 26 .
Performance & Track Record
Company performance during Boyle’s tenure (from Pay Versus Performance):
| Metric | 2023 | 2024 |
|---|---|---|
| PHINIA TSR – value of $100 investment ($) | 83.97 | 136.62 |
| Peer Group TSR – value of $100 investment ($) | 97.97 | 95.99 |
| Net Income ($MM) | 102 | 79 |
| Adjusted Free Cash Flow ($MM) | 161 | 253 |
Governance and shareholder feedback:
- Say-on-pay approval ~93% at 2024 meeting; committee targets market medians and uses independent consultant (Pearl Meyer) .
- No hedging/pledging; robust clawback policy for erroneously awarded incentive comp; minimum one-year vesting for equity; no stock options granted to NEOs in 2024 .
Vesting Schedules and Potential Selling Pressure
| Award | Vesting / Performance Window |
|---|---|
| 2024 RSAs (6,709 shares) | Ratable vest on Feb 28, 2025/2026/2027; subject to continued service |
| 2024 PSUs (target 10,064) | Performance period Jan 1, 2024–Dec 31, 2026; settled based on rTSR vs peers (0–2x) |
| 2023 Replacement RSAs | Restrictions lapsed Feb 28, 2024; value realized reflected in 2024 vesting table |
Note: Vesting events (especially late February each year) can coincide with Form 4 filings and create episodic supply from tax-withholdings or dispositions; hedging/pledging remains prohibited .
Equity Ownership & Alignment Details
| Item | Detail |
|---|---|
| Beneficial ownership (as of record date Mar 24, 2025) | 37,279 shares; includes 25,221 restricted shares; none pledged; <1% of outstanding |
| Executive ownership policy | Other NEOs/executives required to hold 2x base salary; 5-year compliance window; must hold ≥50% net after-tax vested shares until compliant; all NEOs compliant |
Employment Terms (Additional)
| Item | Detail |
|---|---|
| Insider Trading Policy | Prohibits short sales, hedging, and pledging; margin accounts only by exception |
| Severance eligibility (non-CoC) | TIP applies to restructuring/RIF/permanent elimination; 26-week cap for grade ≥16; release required |
| Change-of-control mechanics | Double-trigger vesting for assumed awards; immediate vesting if awards not assumed; no excise tax gross-up; cutback possible |
Investment Implications
- Pay-for-performance alignment is strong: 2024 bonuses tied to EVA and Adjusted FCF produced a 164% payout, reflecting overachievement on Adjusted FCF and above-target EVA; LTI is majority PSUs linked to rTSR vs peers, directly aligning realized value with shareholder returns .
- Retention risk appears contained: Outside an M&A event, TIP provides limited severance (26 weeks), but RSAs vest over three annual tranches through Feb 2027 and PSUs run through YE 2026, creating meaningful unvested equity that incentivizes continued service; CoC agreements provide stability and protect focus during transactions with 2x cash and double-trigger equity .
- Alignment and governance safeguards: Boyle holds 37,279 shares including 25,221 restricted; NEOs meet ownership guidelines; hedging/pledging is prohibited; clawback policy is in place; no option grants in 2024 reduces repricing risks .
- Trading signals: Expect recurring February vesting-related activity (e.g., 8,609 shares vested and $288,574 realized in 2024), which can drive episodic supply due to tax withholding; monitor Form 4s around vest dates and year-end PSU certification in early 2027 .
- Shareholder support: ~93% say-on-pay approval suggests low governance overhang and stable compensation framework .