Samuel Chapin
About Samuel R. Chapin
Samuel R. Chapin (age 67) is an independent director of PHINIA Inc., serving since 2023. He is a Senior Advisor at Rockefeller Capital Management and previously held senior leadership roles at Bank of America Merrill Lynch, including Executive Vice Chairman of Global Corporate & Investment Banking, bringing deep financial, capital markets, and risk oversight experience to PHINIA’s board. He serves on the Compensation Committee and Corporate Governance Committee; he is not a committee chair. Education: MBA, Wharton School; BA, Lafayette College. Independence: the Board has affirmatively determined Mr. Chapin is independent under NYSE and PHINIA standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Rockefeller Capital Management | Senior Advisor | 2019–Present | Strategic advisory; investor stewardship perspective |
| Bank of America Merrill Lynch | Executive Vice Chairman, Global Corporate & Investment Banking | 2010–2016 | Managed relationships with largest, complex clients; capital markets and risk management leadership |
| Merrill Lynch | Vice Chairman | 2003–2009 | Senior leadership across investment banking functions |
| Merrill Lynch | SVP & Head, Global Investment Banking Division | 2001–2003 | Led the global investment banking division |
| Merrill Lynch | Managing Director (and prior roles) | 1993–2009; 1984–1993 | Global transactional advisory, M&A financing, risk oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| O-I Glass, Inc. (NYSE: OI) | Director | 2020–Present | Public company board experience |
| Revvity, Inc. (NYSE: RVTY) | Director | 2016–Present | Public company board experience |
| CIRCOR International, Inc. (prev. NYSE: CIR) | Director | 2019–2023 | Prior public company directorship |
Board Governance
- Committee assignments: Compensation Committee (member); Corporate Governance Committee (member). Chairs: Compensation Committee—Roger J. Wood; Corporate Governance Committee—Rohan S. Weerasinghe.
- Independence status: Independent; Board has affirmed independence for all non-management directors.
- Attendance and engagement: Board held 6 meetings in 2024; Audit 9, Compensation 6, Corporate Governance 7. Each director attended at least 80% of Board and committee meetings; non-executives meet in executive session after each regularly scheduled Board meeting.
- Overboarding policy: Non-employee directors are limited to four public company boards (inclusive of PHINIA), and all current directors comply.
- Non-Executive Chair governance structure with defined responsibilities to ensure independent oversight.
Fixed Compensation
| Component | Amount ($) | Detail |
|---|---|---|
| Board cash retainer (program level) | 100,000 | Paid quarterly in arrears |
| Committee membership fees (program level) | Compensation Committee: 7,500; Corporate Governance Committee: 5,000 | Member retainers; chair fees are higher but Mr. Chapin is not a chair |
| 2024 cash fees earned (actual) | 112,500 | Implies board retainer plus committee member fees |
Performance Compensation
| Equity Element | Grant Date | Grant Value ($) | Instrument | Vesting |
|---|---|---|---|---|
| Annual Board Equity Retainer (program level) | — | 140,000 | Restricted stock | Generally vests after one year; 2024 grant vests on May 21, 2025, subject to continued service |
| 2024 Annual Board Equity Retainer (actual) | May 9, 2024 | 140,027 | Restricted stock | Unvested shares outstanding as of 12/31/2024 were held; annual retainer vests at the 2025 Annual Meeting |
Performance metric table (directors): PHINIA does not tie non-employee director equity retainer to financial performance; awards are time-based restricted stock with one-year vesting.
Other Directorships & Interlocks
| Company | Sector Link to PHINIA | Interlock/Conflict Notes |
|---|---|---|
| O-I Glass (OI) | Industrial packaging/glass; not disclosed as PHINIA customer/supplier | No related-party or interlock conflicts disclosed by PHINIA |
| Revvity (RVTY) | Life sciences tools; unrelated to PHINIA’s automotive components | No related-party or interlock conflicts disclosed by PHINIA |
| CIRCOR International (prior) | Industrial flow control | Prior role; no ongoing conflict disclosed |
Expertise & Qualifications
- Skills: Senior leadership, financial expertise, risk management, international experience; public company board experience.
- Education: MBA, University of Pennsylvania Wharton School; BA, Lafayette College.
- Qualifications emphasized by PHINIA: Experience with large investments, capital markets, governance, M&A advisory; contributes to strategy and capital allocation oversight.
Equity Ownership
| Metric | Value |
|---|---|
| Shares beneficially owned (as of Mar 24, 2025) | 20,556; includes 3,336 restricted shares; none pledged; <1% of class |
| Unvested director equity from 2024 grant (as of Dec 31, 2024) | 3,315 restricted shares unvested (annual equity retainer) |
| Stock ownership policy | Non-employee directors must hold 5x annual cash retainer within 5 years; directors are either compliant or within the phase-in period |
| Hedging/pledging | Prohibited for directors; margin accounts restricted |
Governance Assessment
- Strengths
- Independent director with deep finance and capital markets background; sits on Compensation and Corporate Governance committees, directly contributing to pay governance, board composition, and oversight of related-party policies.
- Strong attendance and engagement (≥80% of meetings); Board uses executive sessions each regular meeting, enhancing independent oversight.
- Director pay structure emphasizes equity retainer in restricted stock with one-year vesting, supporting alignment; stock ownership guidelines require 5x retainer within five years.
- No compensation committee interlocks; independence affirmed; hedging/pledging prohibited; no related-party transactions involving Mr. Chapin disclosed.
- Watch items
- Multiple external boards (OI, RVTY) plus PHINIA—still within PHINIA’s overboarding limit of four; monitor workload and any evolving sector overlaps.
- Director Deferred Compensation Program allows equity settlement of cash retainers via stock units; while alignment-positive, track deferral elections and resulting ownership concentration over time.
Related-party exposure: Corporate Governance Committee (of which Mr. Chapin is a member) reviews and approves related-party transactions; only disclosure in 2024 involved the CFO’s spouse employment, reviewed and approved per policy. No director-related transactions disclosed.