Robin Kendrick
About Robin Kendrick
Independent director of PHINIA Inc.; age 60; director since 2023; former President & CEO of Accuride Corporation (2019–2025). Background spans senior leadership in global automotive components with roles at BorgWarner, RGF AG, Acument Global Technologies, and American Axle; B.S., University of Leeds. He led Accuride through a voluntary Chapter 11 filing (Oct 2024) and successful restructuring completion (Mar 2025), adding restructuring and risk oversight experience to PHINIA’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Accuride Corporation | President & CEO | 2019–2025 | Managed global operations through Chapter 11 (filed Oct 2024; restructuring completed Mar 2025) . |
| BorgWarner | President & GM (Turbo Systems) | 2018–2019 | Manufacturing/operations and technology leadership . |
| BorgWarner | President & GM (Transmission Systems) | 2011–2018 | Operations and product development leadership . |
| RGF AG | President & CEO | 2011 | Senior leadership, international experience . |
| Acument Global Technologies (Europe) | President, Europe | 2008–2010 | Worked with private equity on restructuring and sale of Acument Europe . |
| American Axle & Manufacturing | Executive positions | 1999–2008 | Engineering, sales, manufacturing experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Accuride Corporation | Director | 2019–Present | Commercial vehicle components . |
| ATC (global remanufacturer) | Director | 2022–Present | Powertrain/drivetrain remanufacturing across ICE, PHEV, BEV . |
Board Governance
- Committee assignments: Audit Committee (member) and Corporate Governance Committee (member); not a chair .
- Committee activity: Audit Committee held 9 meetings in 2024; Corporate Governance Committee held 7; Compensation Committee held 6 (for overall governance context) .
- Independence: Board affirmatively determined Kendrick is independent under NYSE and PHINIA standards; no material relationships impairing independence .
- Attendance: Board held 6 meetings in 2024; each director attended at least 80% of Board/committee meetings during their service period; all directors attended the 2024 annual meeting .
- Chair/lead roles: PHINIA maintains an independent Non-Executive Chair (Rohan S. Weerasinghe) who leads executive sessions and evaluation processes .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual Board cash retainer | $100,000 | Paid quarterly; standard for all non-employee directors . |
| Audit Committee member retainer | $7,500 | Member fee (chair: $25,000) . |
| Corporate Governance Committee member retainer | $5,000 | Member fee (chair: $15,000) . |
| 2024 Cash fees (Kendrick) | $112,500 | Reflects base retainer + AC member + CGC member . |
Performance Compensation
| Equity Award | Grant/Status | Amount/Units | Vesting/Terms |
|---|---|---|---|
| Annual Board equity retainer (Restricted Stock) | 2024 grant | $140,000 target; reported fair value $140,027 | Generally vests after one year; 2024 Board Equity Retainer vests May 21, 2025, subject to continued service . |
| Unvested restricted shares (as of 12/31/2024) | Outstanding | 3,315 shares | Annual director grants outstanding; aggregate fair values per-person reported at grant; vest schedule per program . |
Deferral program: Directors may elect to defer 50% or 100% of annual cash compensation and/or equity retainer into stock units (SUs) under the PHINIA Inc. Director Deferred Compensation Program; SUs vest on the same schedule as the equity retainer and settle after board service ends .
Other Directorships & Interlocks
| Company | Sector Relationship to PHINIA | Potential Interlock/Conflict Notes |
|---|---|---|
| Accuride Corporation | Commercial vehicle components | Same broad ecosystem; no PHINIA-related party transactions disclosed; independence affirmed . |
| ATC | Powertrain/drivetrain remanufacturing | Same ecosystem; no PHINIA-related party transactions disclosed; oversight via Corporate Governance Committee policy . |
Expertise & Qualifications
- Senior leadership, international operations, manufacturing, and technology experience across Tier-1 automotive supply; financial and risk management expertise including capital allocation discipline and restructuring capabilities .
- Skills matrix shows independence and coverage across transportation industry, manufacturing/operations, financial expertise, risk management, and public company board experience .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of 3/24/2025) | 32,350 shares | Includes 15,794 shares held by a trust; no options exercisable within 60 days . |
| Restricted stock counted in beneficial ownership | 3,336 shares | Directors’ restricted shares included per SEC beneficial ownership rules . |
| Ownership as % of outstanding | <1% | Based on 39,804,513 shares outstanding at record date . |
| Pledging/Hedging | Prohibited | Insider Trading Policy prohibits pledging/hedging; directors may not hold shares in margin accounts without exception approval . |
| Stock ownership guideline | 5x annual cash retainer | Must meet within five years; directors either in compliance or within phase-in period . |
Governance Assessment
- Strengths: Independent director with deep operational and restructuring experience; active governance engagement via Audit and Corporate Governance Committees; attendance meets board standards; strong anti-hedging/anti-pledging and clawback frameworks; robust director stock ownership guidelines align interests .
- Compensation alignment: Director pay mix balanced (~$100k cash + ~$140k equity retainer) with modest committee fees; equity vests annually, promoting long-term alignment; optional deferral into SUs enhances ownership alignment post-service .
- Independence and conflicts: Board confirmed independence; Corporate Governance Committee oversees related party transactions; no director-related party transactions disclosed involving Kendrick; one disclosed related party transaction pertains to CFO’s spouse employment, reviewed/approved per policy .
- Red flags and monitoring:
- RED FLAG (context): Accuride’s Chapter 11 during Kendrick’s tenure could raise questions about performance in adjacent segments; however, successful restructuring completion in Mar 2025 provides turnaround experience relevant to PHINIA’s risk oversight .
- Industry overlap with Accuride/ATC warrants continued monitoring for any supplier/customer transactions; none disclosed to date; related party policy assigns oversight to Corporate Governance Committee .
- Overboarding: Company policy caps public boards; all director nominees in compliance; Kendrick holds PHINIA + Accuride + ATC (ATC not necessarily a public company), within policy constraints .
Director Compensation (2024)
| Component | 2024 Amount ($) |
|---|---|
| Fees Earned or Paid in Cash | 112,500 |
| Stock Awards (grant-date fair value) | 140,027 |
| Total | 252,527 |
| Unvested Restricted Shares (as of 12/31/2024) | 3,315 |
Board Governance Details
| Committee | Membership | 2024 Meetings | Responsibilities Snapshot |
|---|---|---|---|
| Audit | Member | 9 | Financial reporting integrity; internal control; auditor oversight; compliance; cybersecurity risk oversight . |
| Corporate Governance | Member | 7 | Board composition; director recruitment; sustainability oversight; related party transactions; annual evaluations . |
| Board | Director | 6 | Strategy, capital allocation, risk oversight; executive sessions post-meetings . |
Related Party Transactions Oversight
- Corporate Governance Committee administers a written related party transactions policy including arm’s-length, fairness, and conflict standards; one transaction disclosed (CFO spouse employment), reviewed and approved; none involving Kendrick disclosed .
Policies Impacting Investor Confidence
- Insider Trading Policy: Prohibits hedging, pledging, short sales, and certain derivatives; margin accounts restricted; reinforces alignment and risk controls .
- Clawback: Compensation Recovery Policy (NYSE-compliant) for erroneously awarded incentive compensation (executive officers) .
- Stock Ownership: Directors expected to hold 5x annual cash retainer within 5 years; prevents selling below threshold after significant price declines until threshold re-achieved .
Overall signal: Kendrick’s operational depth and restructuring leadership add credibility to PHINIA’s risk and strategy oversight; independence, attendance, and ownership alignment are positive. Monitor for potential ecosystem interlocks (Accuride/ATC) and any future related-party transactions disclosures for conflicts; none currently disclosed .