Rohan Weerasinghe
About Rohan S. Weerasinghe
Independent Non‑Executive Chair of PHINIA’s Board since 2023; age 74; Harvard-trained lawyer and business executive (BA, JD, MBA) with deep global legal, governance, and risk oversight experience. Former General Counsel of Citigroup (2012–2021) and long‑time partner/senior partner at Shearman & Sterling (now A&O Shearman); currently serves as Of Counsel at A&O Shearman. His board tenure is 2 years and he is designated independent; he chairs PHINIA’s Corporate Governance Committee and presides over executive sessions as Board Chair .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Citigroup, Inc. | General Counsel | 2012–2021 | Led global legal, governance, and crisis matters; finance, capital markets, internal controls, and risk management experience . |
| Shearman & Sterling LLP (now A&O Shearman) | Senior Partner; Partner; various roles | 1977–2012 | Managed firm leadership including oversight of CFO; capital markets and governance expertise . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| A&O Shearman (Allen Overy Shearman Sterling LLP) | Of Counsel | 2023–Present | External professional role; no PHINIA related-party transactions disclosed involving Mr. Weerasinghe . |
Board Governance
- Roles and independence: Independent Non‑Executive Chair since the July 2023 spin‑off; chairs Corporate Governance Committee (CGC). Not a member of Audit or Compensation Committees .
- Committee structure and meetings (2024): Audit (9 meetings), Compensation (6), Corporate Governance (7). CGC members: Weerasinghe (Chair), Chapin, Kendrick, Walsh; all independent .
- Chair responsibilities: Presides over Board meetings and executive sessions; liaises between management and independent directors; approves agendas/materials; leads evaluation processes with CGC; communicates with shareholders as appropriate .
- Attendance and engagement: In 2024, each director attended ≥80% of Board/committee meetings; all directors at the 2024 annual meeting; non‑executive directors meet in executive session after every regular Board meeting (chaired by Weerasinghe) .
- Overboarding policy: Non‑employee directors limited to ≤4 public boards (inclusive); all current members in compliance; no director may serve on >3 public audit committees .
- Risk oversight: Committee‑based oversight of financial reporting, compensation risk, sustainability/ESG, and related‑party transactions; CGC oversees related‑party policy and sustainability reporting .
- Governance signals: Independent chair; key committees fully independent; hedging/pledging prohibited under governance highlights .
Fixed Compensation
| Component (Non‑Employee Director Program) | Amount | Notes |
|---|---|---|
| Board Cash Retainer | $100,000 | Paid quarterly; prorated for partial years . |
| Non‑Executive Chair Cash Premium | $100,000 | Paid to Chair in addition to retainer . |
| Committee Chair Retainers | Audit: $25,000; Compensation: $17,500; Corporate Governance: $15,000 | Paid to committee chairs . |
| Committee Member Retainers | Audit: $7,500; Compensation: $7,500; Corporate Governance: $5,000 | Paid to members . |
| Director-specific (FY2024) | Cash Fees | Notes |
|---|---|---|
| Rohan S. Weerasinghe | $215,000 | Comprised of Board retainer ($100,000), Non‑Executive Chair premium ($100,000), CGC Chair fee ($15,000) . |
| Year-over-Year Director Pay (Weerasinghe) | 2023 | 2024 |
|---|---|---|
| Cash Fees ($) | $53,750 | $215,000 |
| Stock Awards ($) | $353,471 (includes one-time spin‑off initial grant) | $140,027 |
| Total ($) | $407,221 | $355,027 |
Interpretation: 2024 mix shifts toward cash (full-year Chair and CGC fees) with lower equity as the one‑time 2023 spin‑off initial grant rolled off; structure remains largely fixed cash + time‑based equity .
Performance Compensation
| Equity Component | Grant/Value | Vesting | Additional Details |
|---|---|---|---|
| Annual Board Equity Retainer (Restricted Stock) | $140,027 (2024 grant-date fair value) | Generally vests after one year; 2024 grant vests at Annual Meeting on May 21, 2025, subject to continued service . | As of 12/31/2024, Weerasinghe held 3,315 unvested restricted shares (program-wide count) . |
| Director Deferred Compensation Program (effective 2025–2026 Board year) | N/A | Stock Units (SUs) generally vest after one year; settlement after Board service ends | Directors can elect to receive 50%/100% of cash and/or equity retainers in SUs; granted under 2023 Stock Incentive Plan . |
Note: Director equity is time-based, not tied to performance metrics; vesting/settlement design aligns with retention and post‑service settlement .
Other Directorships & Interlocks
| Company/Organization | Role | Period | Notes |
|---|---|---|---|
| Sateri Holdings | Director (prior board experience) | 2010–2012 | Only prior board disclosed for Weerasinghe . |
- Compensation Committee interlocks: None disclosed for PHINIA (no cross‑board interlocks involving PHINIA executives) .
- No other current public company directorships disclosed for Weerasinghe in PHINIA’s proxy .
Expertise & Qualifications
- Senior leadership: Former Citigroup General Counsel; prior Senior Partner at Shearman & Sterling (A&O Shearman) .
- Financial/risk: Finance, capital markets, internal controls, and risk management expertise (oversaw firm CFO; global crisis/legal matters) .
- Governance/legal: Extensive board advisory experience globally; JD/MBA/BA from Harvard (legal, business acumen) .
- Board matrix: Independent; tenure 2 years; age 74; recognized for financial expertise and risk management among Board skills .
Equity Ownership
| Holder | Shares Beneficially Owned | Shares Acquirable within 60 Days | Percent of Class | Notes/Breakdown |
|---|---|---|---|---|
| Rohan S. Weerasinghe | 22,698 | 0 | <1% | Includes 3,336 restricted shares and 12 shares held in a managed account; no shares pledged; based on 39,804,513 shares outstanding as of 3/24/2025 . |
- Director stock ownership guideline: 5x annual cash retainer, to be met within 5 years of joining the Board; directors counted unvested restricted stock and RSUs toward guideline (but not options/PSUs). As of the proxy, all non‑employee directors are either in compliance or within the phase‑in period .
Governance Assessment
-
Positives for investor confidence
- Independent Non‑Executive Chair separate from CEO; strong delineation of oversight and management roles .
- Chairs CGC; active committee cadence (7 CGC meetings in 2024) and robust evaluation/refreshment processes .
- Solid engagement and attendance: each director ≥80% attendance; executive sessions after every regular meeting led by the Chair .
- Aligned incentives with equity retainer and ownership guidelines (5x cash retainer); hedging/pledging prohibited .
- No related‑party transactions involving Weerasinghe disclosed; formal related‑party review policy overseen by CGC .
- 2024 company outcomes under Board oversight included >59% share price appreciation and $256M returned to shareholders (context for pay-for-performance culture at the company) .
-
Potential watch items
- Age/tenure planning: age 74 with director retirement policy in place; continued focus on succession and refreshment appropriate .
- Of Counsel at A&O Shearman is an external professional role; filings disclose no PHINIA‑related engagements or conflicts, and the related‑party policy applies if any arise .
-
RED FLAGS
- None evident in filings: no attendance shortfalls, no disclosed related‑party transactions involving Weerasinghe, no hedging/pledging, and no compensation interlocks .