Roger Wood
About Roger J. Wood
Roger J. Wood (age 62) is an independent director of PHINIA Inc., serving since 2023. He chairs the Compensation Committee and is a member of the Audit Committee. Wood is the former Co‑CEO of Tenneco Inc. and former President & CEO of Dana Incorporated, with deep operating experience at BorgWarner. He holds an M.B.A. from Syracuse University (Whitman School) and a B.T. from SUNY Buffalo State University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tenneco Inc. | Co‑Chief Executive Officer | 2018–2020 | Led integration of $5.4B Federal‑Mogul acquisition; oversaw spin‑off planning of ~$12B automotive business |
| Fallbrook Technologies Inc. | Chairman & CEO | 2018 | Strategy/operations leadership |
| Dana Incorporated | President & CEO | 2011–2015 | Enterprise leadership, capital allocation, M&A |
| BorgWarner | EVP & Group President, Engine Group | 2009–2011 | P&L and global operations leadership |
| BorgWarner | President, Turbo Systems & Emissions Systems | 2005–2009 | Product/technology oversight |
| BorgWarner | Various roles | 1985–2005 | Progressive operating and leadership roles |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| The Goodyear Tire & Rubber Company (NASDAQ: GT) | Director | 2023–Present | Current public directorship |
| Brunswick Corporation (NYSE: BC) | Director | 2012–Present | Current public directorship |
| Tenneco Inc. (NYSE: TEN, prior) | Director | 2016–2018 | Prior public board |
| Fallbrook Technologies Inc. (private) | Director | 2016–2018 | Prior board |
| Dana Holding Corporation | Director | 2011–2015 | Prior public board |
Board Governance
- Committee assignments: Compensation Committee Chair; Audit Committee member .
- Independence: Board has affirmatively determined Wood is independent under NYSE and company standards .
- Attendance: In 2024, each director attended at least 80% of Board and relevant committee meetings; Board met 6x; Audit 9x; Compensation 6x .
- Years of service: 2 years of tenure noted in Board matrix; director since 2023 .
- Leadership structure: Independent Non‑Executive Chair; executive sessions of non‑employee directors after every regular Board meeting .
- Overboarding policy: Non‑employee directors limited to ≤4 public boards; all directors in compliance (Wood serves on PHINIA, BC, GT) .
- Comp Committee governance: Fully independent; engages independent consultant Pearl Meyer; no interlocks or insider participation .
Fixed Compensation (Director)
| Component | 2024 Program Terms | Roger Wood – 2024 Actual |
|---|---|---|
| Board cash retainer | $100,000 per year | $125,000 total cash fees |
| Committee chair/member fees | Compensation Chair: $17,500; Audit member: $7,500; (CGC: $15,000 chair / $5,000 member) | Comprised of Board retainer ($100,000), CC Chair ($17,500), Audit member ($7,500) = $125,000 |
| Meeting fees | None disclosed | None disclosed |
| Non‑Exec Chair premium | $100,000 (not applicable) | N/A |
Performance Compensation (Director)
| Equity Element | Grant/Structure | 2024 Amount/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual equity retainer | Restricted stock | $140,027 grant date fair value | 1‑year vest; 2024 grant vests at Annual Meeting on May 21, 2025, subject to service | 2024 Board equity retainer generally time‑based; no performance metrics |
| Unvested as of 12/31/2024 | Director cohort holdings | 3,315 unvested restricted shares per non‑employee director (Wood included) | Standard vest timing per program | Time‑based alignment; dividend equivalents vest only if/when underlying shares vest |
Note: PHINIA’s use of time‑based restricted stock for directors aligns interests via ownership; there are no performance metrics attached to director equity grants .
Other Directorships & Interlocks
- Current public boards: Goodyear (GT); Brunswick (BC) .
- Compensation Committee interlocks: None; no insider participation .
- Related party transactions: Board/CGC reviewed; only disclosed related‑party item in 2024 involved the CFO’s spouse as an employee; no director‑related transactions disclosed .
Expertise & Qualifications
- Senior leadership and public company board experience; deep transportation, manufacturing/operations background .
- Financial and risk management expertise; led large M&A (e.g., Tenneco’s $5.4B Federal‑Mogul acquisition) and integrations/spin‑offs .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 3/24/2025) | 16,556 shares; includes 3,336 restricted shares; <1% of outstanding; none pledged |
| Shares acquirable within 60 days | — (none) |
| Unvested restricted stock (12/31/2024) | 3,315 shares (director cohort reference) |
| Director ownership guideline | 5x annual cash retainer within 5 years of joining Board |
| Compliance status | All non‑employee directors either comply or are within 5‑year phase‑in period |
| Hedging/pledging | Prohibited for directors; no short sales/derivatives; no pledging/margin (with limited exception approvals) |
Compensation Committee Analysis (relevant to Wood as Chair)
- Executive pay structure emphasizes at‑risk pay: CEO 85% and other NEOs 66% of 2024 target comp at‑risk .
- Annual incentive metrics: EVA and Adjusted Free Cash Flow (50/50), 0–200% payout range; 2024 payout at 164% of target based on EVA $14.9M and Adjusted FCF $253M .
- LTI design: 60% PSUs on 3‑year relative TSR vs peer group; 40% time‑based RSAs; PSU payout capped at 100% if absolute TSR negative .
- Clawback and no single‑trigger CoC; double‑trigger equity vesting; no tax gross‑ups except limited international cases .
- Say‑on‑pay 2024: 93% approval, indicating broad shareholder support .
- Independent consultant: Pearl Meyer; independence affirmed; also advises CGC on director pay .
Governance Assessment
-
Strengths supporting investor confidence:
- Independent director with deep sector operating and M&A expertise; chairs a fully independent Compensation Committee with robust policies (clawback, double‑trigger CoC, anti‑hedging/pledging) .
- Transparent director pay program with balanced cash/equity and stock ownership guideline; 2024 Wood pay: $125,000 cash, $140,027 equity .
- Strong shareholder alignment/feedback: high 2024 say‑on‑pay support (93%); active shareholder engagement program .
- Attendance and engagement: Board met 6x; committees met regularly; all directors ≥80% attendance; executive sessions each regular meeting .
-
Potential watch items:
- Director equity is time‑based rather than performance‑conditioned, a common market practice but one some investors prefer to link to performance .
- Multi‑board service (PHINIA, GT, BC) should continue to be monitored, though currently within the Company’s overboarding limits and policy compliance .
-
Red flags:
- None disclosed specific to Wood. No related‑party transactions or compensation committee interlocks; no pledging; independence affirmed .
Overall, Wood’s background and current roles indicate strong board effectiveness, particularly in compensation oversight and industrial operations, with policies and practices broadly aligned to shareholder interests .