DEF 14A of Dauch Corp, Mar 19, 2026

DEF 14A of Dauch Corp

Filed Mar 19, 2026 · FY20250001062231-26-000082

Open on EDGAR

  1. Compensation Program Metrics Link to Strategic Business Objectives

    | Strategic Business Objective | Alignment | Incentive Metric | | Drive productivity and financial performance, with emphasis on profitability and cash flow generation | | Adjusted EBITDA Margin –2025 Annual Incentive Program (40% metric) | | Continue to strengthen the balance sheet; provide funding for organic growth, research & development, and other capital priorities; reduce leverage | | Operational Cash Flow –2025 Annual Incentive Program (50% metric) | | Develop innovative technology, including electrification, and reinvest in research and development | | Adjusted Free Cash Flow –2025 LTI Performance Awards (100% metric of performance-based LTI) | | Achieve progress on sustainability priorities, which are key to our long-term success | | Sustainability Goals –2025 Annual Incentive Program (10% metric) | | Create sustainable value for shareholders and align with our shareholders' experience | | Relative TSR –2025 LTI Performance Awards (modifier -15% or +15%) |

  2. Shareholders and Our Executive Compensation Program

    | Foundational Compensation Practices Align with Shareholders' Interests | | | Incentive metrics linked to our financial and strategic business objectives | Robust shareholder engagement program | | Relative TSR modifier included in our long-term incentive program | Rigorous stock ownership requirements | | No discretionary incentive payments | Compensation clawback policies |

  3. Shareholders and Our Executive Compensation Program

    | 2020 | 2022 | 2023 | 2024 | 2025 | | –Allocated 20% of annual incentive program to the achievement of strategic priorities, including sustainability initiatives –Salary reductions of 30% for executive officers and a 40% reduction in fees for non-employee directors in response to COVID-19 | –Increased the emphasis on sustainability objectives by specifically allocating 10% of our annual incentive program to the achievement of sustainability objectives | –Increased performance-based portion of LTI awards to 60% from 50% in 2022 –Eliminated unvested performance shares from counting toward stock ownership requirements | –Increased weighting of the performance-based cash flow metric of the annual incentive program to 50% from 40% to further emphasize the importance of strong cash flow performance –Shifted the long-term performance award weighting of adjusted free cash flow—reducing the annual performance measurement weighting from 20% to 15% and increasing the cumulative three‑year performance measurement weighting from 40% to 55% — to emphasize sustained cash‑flow generation and enhance long‑term pay‑for‑performance alignment | –Given the strong shareholder support of the 2024 Say on Pay vote and continued alignment with our strategic objectives, we maintained the same overall incentive compensation design –Target compensation changes for FY2025 increased the allocation of performance-based, at-risk compensation |

  4. Shareholders and Our Executive Compensation Program

    | Compensation Program Shareholder Feedback | Response | | Our incentive compensation program financial metrics are aligned with our business strategy, in particular the use of cash flow and EBITDA as incentive plan metrics. | Operating cash flow (annual incentive metric) and adjusted free cash flow (long-term incentive metric) are critical drivers to reduce leverage and convert value to shareholders. Cash generation is also crucial to our M&A strategy, which assisted in our ability to execute the transformative Dowlais acquisition. Similarly, focus on earnings through EBITDA remains appropriate with our continued aim for sustained profitability. | | | For 2025, we continued the use of these metrics and weightings as they are aligned with our strategy and generally viewed favorably by shareholders. | | Shareholders expressed support for our continued emphasis on performance-based pay compensation and the use of clearly defined and transparent financial metrics. | We maintained the performance-based portion of long-term incentive awards at 60% weighting to continue aligning pay with performance. | | | We remain dedicated to providing robust disclosures of the rationale surrounding our metric calibration and performance outcomes. | | Some shareholders expressed interest in the inclusion of an additional weighted long-term incentive plan metric. | We believe the use of adjusted free cash flow as a long-term incentive metric has effectively aligned management with our strategic priorities and the long-term interests of our shareholders. Recognizing the strategic importance of the Dowlais acquisition, we intend to add a synergy achievement factor to our 2026 long term incentive (LTI) awards to drive accelerated realization of integration synergies--both in magnitude and timing. This approach reinforces management’s commitment to performance execution and long-term shareholder value. | | Shareholders expressed support for continued strong alignment between executive compensation and performance outcomes, including share price performance. | With 60% of our long-term incentive awards performance-based and 90% of total CEO compensation classified as “at risk” (78% for our other NEOs), our compensation program continues to emphasize strong alignment between pay and performance. The planned addition of a synergy achievement component to our 2026 LTI awards will further underscore the pay for performance model. | | | In connection with the Dowlais acquisition, select key executives will participate in a Breakout Performance Award that provides compensation only when significant shareholder value is created. In response to shareholder feedback seeking stronger TSR alignment, the award is tied exclusively to ambitious, sustained stock‑price hurdles. If these levels are not achieved, no compensation will be earned. | | Shareholders expressed support for ongoing Board refreshment, emphasizing the importance of maintaining a balanced mix of tenure, skills, and experience. | Management reaffirmed that Board refreshment is an ongoing priority and noted that recent director rotations and planned additions following the Dowlais acquisition reflect a deliberate and continuous refreshment process, which is expected to continue to maintain a balanced, energized and strategic Board. |

  5. Class III — Directors to hold office until the 2029 Annual Meeting of Stockholders

    | Terry Grayson-Caprio | | | | | Global Business Advisor, Retired Managing Partner, KPMG LLP Professional Experience •Managing Partner, KPMG LLP (2010 - 2020) •Positions at KPMG LLP (1985 - 2020) Key Qualifications and Experience Based on her professional background, public company board and audit committee experience, and knowledge of the automotive industry, the following qualifications led the Board to conclude that Ms. Grayson-Caprio should serve on Dauch’s Board: her leadership and financial experience as a Managing Partner with KPMG LLP, experience partnering with global companies on transformational change, large-scale growth, and integration, and her subject matter knowledge in the areas of automotive industry, finance, audit, mergers and acquisitions, strategic planning, human capital management, and risk management. | | | Age: 62 Director Since: 2025 Committees: Audit Technology | Other Public Company Directorships –Southern First Bancshares, Inc. since 2021 –Caldwell Partners International, Inc. since 2023 | Directorship (not for profit) – Winthrop University Foundation (through December 2025) – South Carolina Environmental Law Project – NACD-Carolinas Chapter |

  6. Class III — Directors to hold office until the 2029 Annual Meeting of Stockholders

    | Sandra E. Pierce | | | | | Corporate Board Executive, CEO Advisor, and Community Strategist Professional Experience •Chair, Huntington Bank Michigan and Sr. Vice President, Private Client Group & Regional Banking Director Huntington National Bank (2016 - December 2023) •Vice Chair, First Merit Corporation, and Chair and Chief Executive Officer, First Merit Michigan (acquired by Huntington Bank) (2013 - 2016) •President and Chief Executive Officer, Charter One, and Midwest Regional Executive RBS Citizens, N.A. (2005 - 2012) •Various banking and executive positions with increasing responsibility with JPMorgan Chase, Michigan (successor to Bank One, First Chicago NBD and NBD Bank, N.A.) (1978 - 2005) Key Qualifications and Experience Based on her professional background and prior Dauch Board experience, the following qualifications led the Board to conclude that Ms. Pierce should serve on Dauch’s Board: her leadership experience as Senior Executive Vice President - Private Client Group & Regional Banking Director, and Chair of Huntington Bank Michigan, and as CEO of First Merit Michigan and Charter One; her corporate marketing and community development experience in her professional, civic and charitable endeavors; and her subject matter knowledge in the areas of strategic planning, finance, public relations, business development, human capital management and risk management. | | | Age: 67 Director Since: 2018 Committees: Audit Compensation (Chair) | | | | | Other Public Company Directorship –Penske Automotive Group since 2012 | Directorships (not-for-profit) –Detroit Economic Club (Chair) –Henry Ford Health System Foundation (Chair) –The Parade Company –Michigan State University Board of Trustees –Renaissance MAC | | | Private Company Directorships –Barton Malow Company (since January 2013) –ITC Holding Corp (subsidiary of Fortis, Inc.) since January 2017 | |

  7. Class III — Directors to hold office until the 2029 Annual Meeting of Stockholders

    | James A. McCaslin | | | | Retired President & Chief Operating Officer, Harley-Davidson Motor Co. Professional Experience •Positions at Harley-Davidson (Retired 2010) –President & Chief Operating Officer (2001 - 2009) –Various senior executive positions (1992 - 2001) •Manufacturing and Engineering executive (1989 - 1992) –JI Case •Manufacturing and Quality executive (1966 - 1989) –Chrysler Corporation –Volkswagen of America –General Motors Corporation Key Qualifications and Experience Based on his professional background and prior Dauch Board experience, the following qualifications led the Board to conclude that Mr. McCaslin should serve on Dauch's Board: his leadership experience as President & COO of Harley-Davidson Motor Company; the breadth of his manufacturing and engineering experience at global manufacturing companies; and his subject matter knowledge in the areas of engineering, innovation and technology, manufacturing, human capital management and risk management. | | Age: 77 | | | Director Since: 2011 | Previous Public Company Directorship | | Lead Independent Director | –Maytag Corporation (2003 - 2006) | | Committees: Audit Compensation Nominating/Corp Gov Technology Executive | |

  8. Class II — Directors to hold office until the 2028 Annual Meeting of Stockholders

    | Aleksandra A. Miziolek | | | | | Retired Chief Transformational Officer, Cooper-Standard Holdings, Inc. Professional Experience •Operator Advisor, Assembly Ventures, a venture capital firm (since 2021) •Advisor, OurOffice, Inc., a B2B SaaS company (since 2021) •SVP, Chief Transformation Officer, General Counsel, Corporate Secretary and Chief Compliance Officer Cooper-Standard Holdings, Inc. (2014 - 2019) •Member, Director of the Automotive Industry Group Dykema Gossett PLLC (1982 - 2014) Key Qualifications and Experience Based on her professional background and public company board experience, the following qualifications led the Board to conclude that Ms. Miziolek should serve on Dauch’s Board: her leadership experience as SVP, Chief Transformation Officer, General Counsel, Corporate Secretary and Chief Compliance Officer for Cooper-Standard Holdings, Inc.; her experience leading transformational initiatives and advising global businesses on complex legal issues in the automotive industry; and her subject matter knowledge in the areas of international business, mergers and acquisitions, strategic planning, innovation, human capital management, and risk management. | | | Age: 69 Director Since: 2024 Committees: Nominating/Corp Gov Technology | | | | | Other Public Company Directorships –Solid Power, Inc. since 2021 | Directorship (not-for-profit) and Leadership Roles –Citizens Research Council of Michigan –International Women’s Forum Member –NACD Board Leadership Fellow –MiSide –Bearings Advisors LLC | | | Previous Directorships –Tenneco, Inc. 2020 - 2022 –Exro Technologies, Inc. 2023 - 2025 | |

  9. Class II — Directors to hold office until the 2028 Annual Meeting of Stockholders

    | David B. Walker | | | | Retired Vice Chairman of Investment Banking, J.P. Morgan Professional Experience •Past positions at J.P. Morgan (retired 2025) –Vice Chairman of Investment Banking (2018 - 2025) –Global Co-Head of J.P. Morgan’s Diversified Industries Group (2012) –Head of J.P. Morgan’s Automotive Group (2008) –Ran J.P. Morgan’s Equity Syndicate Group in London (1996–1998) Key Qualifications and Experience Based on his professional background and his financial and leadership experience as Vice Chairman of Investment Banking with J.P. Morgan, the following qualifications led the Board to conclude that Mr. Walker should serve on the Dauch Board: his experience advising global businesses on complex financial and investment transactions in the automotive industry; his expertise in corporate finance, mergers and acquisitions, and investment evaluation; and his subject matter knowledge in the areas of the finance, international business, innovation and technology, legal and regulatory, risk management, business development, and human capital management. | | Age: 63 Director Since: 2025 Committees: Audit Technology | | | | Directorships (not-for-profit) and Leadership Roles –The Arc of Westchester Foundation |

  10. Class II — Directors to hold office until the 2028 Annual Meeting of Stockholders

    | Herbert K. Parker | | | | | Retired Executive Vice President, Harman International Industries Professional Experience •Harman International Industries, Inc. (2015 - 2017) - Executive Vice President, Operational Excellence - Executive Vice President and Chief Financial Officer (2008 - 2014) •ABB, Inc. and related ABB companies: -Chief Financial Officer, North America (2006 - 2008) -Chief Financial Officer, Automation Technologies Division (2002 - 2005) - Progressively senior finance positions across Asia, Europe and North America (1980 - 2002) Key Qualifications and Experience Based on his professional background and public company board and audit committee experience, the following qualifications led the Board to conclude that Mr. Parker should serve on Dauch’s Board: his leadership and financial experience as the Chief Financial Officer of Harman International Industries, Inc. and of ABB; his responsibilities for mergers and acquisitions, information technology, internal audit and tax; the breadth of his management experience over global operating activities, capital allocation structures and developing and implementing strategic plans; and his subject matter knowledge in the areas of finance, investments, audit and accounting, strategic planning, human capital management and risk management. | | | Age: 67 Director Since: 2018 Committee: Audit (Chair) Nominating/Corp Gov | | | | | Other Public Company Directorships –TriMas Corporation (since March 2015) –Apogee Enterprises, Inc. (since May 2018) –Vent Enterprises Plc. (since May 2018) | Directorship (not-for-profit) –Stamford, Connecticut YMCA |

  11. Class II — Directors to hold office until the 2028 Annual Meeting of Stockholders

    | Simon Mackenzie Smith | | | | | Retired Chairman, UK & Ireland Corporate and Investment, Merrill Lynch Professional Experience •Chairman, UK & Ireland, Corporate & Investment Banking Bank of America Merrill Lynch (2008-2021) Key Qualifications and Experience Based on his professional background, his service as Chairman of the Board of Dowlais Group plc, his extensive leadership experience, and over 35 years advising corporate boards on mergers, acquisitions, and finance, the following qualifications led the Board to conclude that Mr. Smith should serve on Dauch's Board: his experience with large-scale transactions and integration across the shipping, automotive, and financial sectors; and his subject matter knowledge in the areas of international business, strategic planning, finance, legal and regulatory, and risk management. | | | Age: 65 Director Since: 2026 | Other Public Company Directorships –Torm plc (January 2026 - present) Private Company Directorships –Interpath Advisory (2021-present) Previous Directorships –Dowlais Group plc (2023-February 2026) | Directorships (not-for-profit) and Leadership Roles –Chair, Place2Be –Pigeon Land Limited –Pigeon Waterbeach Limited |

  12. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | David C. Dauch | | | | | Chairman of the Board, Dauch Corporation Professional Experience •Dauch Corporation –Chairman of the Board (since August 2013) –Chief Executive Officer (since September 2012) –President & Chief Executive Officer (2012 - 2015) –President & Chief Operating Officer (2008 - 2012) –Progressive roles of increasing responsibility (1995 - 2008) Key Qualifications and Experience Based on his professional background and prior Dauch Board experience, the following qualifications led the Board to conclude that Mr. Dauch should serve on Dauch's Board: his leadership experience as an officer of Dauch since 1998; the breadth of his management experience within, and knowledge of, Dauch's global operations; and his subject matter knowledge in the areas of innovation and technology, manufacturing, strategic planning, human capital management and risk management. | | | Age: 61 Director Since: 2009 Chairman Since 2013 Committees: Executive (Chairman) | Other Company Directorships –Terex Corporation (REV Group, Inc.) (since October 2024) –Amerisure Companies (since 2014) | Directorships (not-for-profit) and Leadership Roles –Business Leaders for Michigan –Detroit Economic Club –Detroit Regional CEO Council, Regional Chamber and Regional Partnership –Great Lakes Council Boy Scouts of America –Boys & Girls Club of Southeastern Michigan –National Association of Manufacturers (NAM) –Miami University Business Advisory Council –Stellantis Supplier Advisory Council |

  13. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | William L. Kozyra | | | | | Chairman & Chief Executive Officer, Wilko Plastics, Inc. Professional Experience •Chairman & Chief Executive Officer, Wilko Plastics, Inc.(since July 2022) •President & Chief Executive Officer, TI Fluid Systems plc (2008-2021) •President & Chief Executive Officer, Continental AG North America (1998 - 2008) •Member of Executive Board, Continental AG (DAX) (2006 - 2008) •Vice President & General Manager, Bosch Braking Systems (1995 - 1997) Key Qualifications and Experience Based on his professional background and prior Dauch Board experience, the following qualifications led the Board to conclude that Mr. Kozyra should serve on Dauch's Board: his leadership experience as Chief Executive Officer of TI Fluid Systems plc; the breadth of his international experience with global companies in the automotive industry; and his subject matter knowledge in the areas of engineering, OEMs, manufacturing, innovation and technology, strategic planning, human capital management and risk management. | | | Age: 68 Director Since: 2015 Committees: Compensation Nominating/Corp Gov Technology (Chair) | | | | | Previous Directorships –TI Fluid Systems plc (2008 - 2021) | Directorships (not-for-profit) and Leadership Roles –General Motors Supplier Council –Ford Motor Company Top 100 Supplier Forum –Notre Dame Preparatory School –Automotive Hall of Fame –Boy Scouts of America, Detroit –University of Detroit Mercy Board of Trustees –Society of Automotive Engineers |

  14. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | Peter D. Lyons | | | | Counsel, Freshfields Bruckhaus Deringer US LLP Professional Experience •Freshfields Bruckhaus Deringer US LLP –Counsel (since 2021) –Partner (2014 - 2021) •Adjunct Professor, University of Virginia, School of Law (since 2020) Key Qualifications Based on his professional background and prior Dauch Board experience, the following qualifications led the Board to conclude that Mr. Lyons should serve on Dauch's Board: his experience as an attorney of major law firms since 1980; the breadth of his experience in advising global businesses on complex legal matters and transactions; and his subject matter knowledge in the areas of corporate governance, mergers and acquisitions, international business, human capital management and risk management. | | Age: 70 Director Since: 2015 Committees: Compensation Nominating/Corp Gov (Chair) | |

  15. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | Fiona MacAulay | | | | | Retired CEO, Echo Energy PLC Professional Experience •Chief Executive Officer, Echo Energy PLC (2017-2019) •Rockhopper Exploration PLC 2010-2017 –Chief Operating Officer (2013-2017) –Manager Subsurface (2010 - 2013) •Progressive other management positions throughout Asia and London Key Qualifications and Experience Based on her professional background, service as a Board member of Dowlais Group plc, and her extensive technical and leadership experience in the global energy and resources sector, the following qualifications led the Board to conclude that Ms. MacAulay should serve on Dauch's Board: her proven track record in leading transformational change and governance in the energy, infrastructure, and industrial sectors; and her subject matter knowledge in the areas of the automotive industry, strategic planning, sustainability, capital markets, international business, innovation and technology, risk management, business development, and human capital management. | | | Age: 62 Director Since: 2026 | | | | | Other Public Company Directorship –Ferrexpo PLC - Senior Independent Director and Chair of Remuneration Committee (since 2019) –Costain Group PLC - Non-Executive Director and Chair of Remuneration Committee –Rosebank Industries PLC - Non-Executive Director and Chair of Remuneration Committee (since 2025) | Directorships (not-for-profit) and Leadership Roles –EPI Group Ltd –AAHR SRL | | | | Previous Directorships –Dowlais Group plc –Chemring PLC –IOF PLC –Coro Energy PLC |

  16. Class I — Directors to hold office until the 2027 Annual Meeting of Stockholders

    | Samuel Valenti III | | | | | Chairman & Chief Executive Officer, Valenti Capital LLC Professional Experience •Chairman & Chief Executive Officer, Valenti Capital LLC (since 2000) •Masco Corporation 1968 - 2008 –President, Masco Capital Corporation (1988 - 2008) –Vice President - Investments (1974 - 1998) Key Qualifications and Experience Based on his professional background and prior Dauch Board experience, the following qualifications led the Board to conclude that Mr. Valenti should serve on Dauch's Board: his leadership experience as an executive of Masco for 40 years; the breadth of his management experience in diversified manufacturing businesses; and his subject matter expertise in the areas of strategic planning, finance, economics and asset management, human capital management and risk management. | | | Age: 80 Director Since: 2013 Committees: Audit Compensation Nominating/Corp Gov Executive Technology | Other Public Company Directorship –TriMas Corporation since 2002 | Directorships (not-for-profit) and Leadership Roles –Business Leaders for Michigan –Renaissance Venture Capital Fund (Michigan) Advisory Board Chairman |

  17. Governance and Sustainability Policies

    | Table of Contents | Compensation of Directors |

  18. Governance and Sustainability Policies

    | Compensation of Directors |

  19. 2025 Annual Equity Grant

    2025 Annual Equity Grant The 2025 annual equity grant value of $150,000 remained consistent with the 2024 equity grant. Non-employee directors serving on the Board on the date of the 2025 annual meeting received a grant of 39,474 restricted stock units (RSUs) with a grant date value of $150,001. The RSUs are payable in stock and vest in one year, unless vesting is accelerated upon death, disability or a change in control. Non-employee directors may elect to defer settlement of RSUs until after termination of service from the Board. Based on a 2025 Meridian benchmarking analysis, the Board approved adjustments (effective January 1, 2026) to better align our non‑employee director compensation program with the median of our updated comparative peer group. In approving these changes, the Board also considered the expanded scale and complexity of Dauch following the Dowlais acquisition, which increases the scope of oversight required of our directors. Accordingly, the annual cash retainer will increase from $110,000 to $130,000, the Audit Committee Chair retainer from $25,000 to $30,000, the Compensation Committee Chair retainer from $20,000 to $25,000, and Other Committee chair retainers from $15,000 to $20,000. In addition, the annual equity award granted to non‑employee directors will increase from $150,000 to $170,000. These updates are intended to maintain the competitiveness of our director compensation program and reflect the increased responsibilities associated with overseeing a larger, more complex global enterprise.

  20. Anti-hedging and Anti-pledging policy

    | Table of Contents | Compensation of Directors |

  21. Director Compensation Table

    Director Compensation Table Total 2025 compensation of our non-employee directors is shown below.

  22. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ⁽¹⁾ ($) | Stock Awards ⁽²⁾ ($) | All Other Compensation ⁽³⁾ ($) | Total ($) | | Elizabeth A. Chappell ⁽⁴⁾ | 41,667 | — | 400 | 42,067 | | Terry Grayson-Caprio | 87,083 | 150,001 | — | 237,084 | | William L. Kozyra | 120,000 | 150,001 | 1,800 | 271,801 | | Peter D. Lyons | 120,000 | 150,001 | 900 | 270,901 | | James A. McCaslin | 180,000 | 150,001 | 900 | 330,901 | | William P. Miller II | 135,000 | 150,001 | 400 | 285,401 | | Aleksandra A. Miziolek | 110,000 | 150,001 | 400 | 260,401 | | Herbert K. Parker | 110,000 | 150,001 | 400 | 260,401 | | Sandra E. Pierce | 110,000 | 150,001 | 400 | 260,401 | | John F. Smith ⁽⁴⁾ | 41,667 | — | 900 | 42,567 | | Samuel Valenti III | 110,000 | 150,001 | 1,400 | 261,401 | | David B. Walker | 45,833 | — | — | 45,833 |

  23. Director Compensation Table

    (1)Fees earned in 2025 for annual, committee chair and lead director retainers. (2)Reflects the full grant date fair value of RSUs granted on May 1, 2025 calculated in accordance with FASB ASC 718 (without any reduction for risk of forfeiture) as determined by applying the assumptions used in our financial statements. The grant date fair value of equity awards was calculated using the closing market price of Dauch common stock on the grant date ($3.80). See Note 9 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2025 for assumptions underlying the valuation of equity awards. (3)The Company reimburses non-employee directors for travel and related out-of-pocket expenses in connection with attending Board, committee and stockholder meetings. From time to time, the Company invites spouses of non-employee directors to attend Company events associated with these meetings. The Company pays for spousal travel and certain other expenses and reimburses non-employee directors for taxes attributable to the income associated with this benefit. Amounts reflect reimbursement of taxes on this income. (4)Elizabeth A.Chappell and John F. Smith retired from the Board in May 2025.

  24. Director Compensation Table

    | Table of Contents | Compensation of Directors |

  25. Director Compensation Table

    As of December 31, 2025, each non-employee director had the number of outstanding RSUs (including those deferred) shown below.

  26. Director Compensation Table

    | Name | Restricted Stock Units Outstanding (#) | | Terry Grayson-Caprio | 39,474 | | William L. Kozyra | 177,538 | | Peter D. Lyons | 182,538 | | James A. McCaslin | 217,510 | | William P. Miller II ⁽¹⁾ | 224,560 | | Aleksandra A. Miziolek | 59,966 | | Herbert K. Parker | 179,953 | | Sandra E. Pierce | 149,953 | | Samuel Valenti III | 111,899 | | David B. Walker | — |

  27. Director Compensation Table

    (1) Served as a director during 2025 and is not standing for re-election.

  28. Director Compensation Table

    | Table of Contents | Beneficial Stock Ownership |

  29. Director Compensation Table

    | Beneficial Stock Ownership |

  30. Director Compensation Table

    The following tables show the number of shares of Dauch common stock beneficially owned by: –each person known to us who beneficially owns more than 5% of Dauch common stock; –each of our non-employee directors as of March 5, 2026; –each of the named executive officers shown in the Summary Compensation Table; and –all directors and executive officers as a group as of March 5, 2026. A beneficial owner of stock is a person who has voting power (the power to control voting decisions) or investment power (the power to cause the sale of the stock). All individuals listed below have sole voting and investment power over the shares (unless otherwise noted). The beneficial ownership calculation includes 236,746,881 shares of Dauch common stock outstanding on March 5, 2026 (record date).

  31. Director Compensation Table

    | | Shares Beneficially Owned | Percent of Shares Outstanding | | Greater Than 5% Owners | | | | BlackRock, Inc.⁽¹⁾ | 16,756,631 | 7.1 | | 50 Hudson Yards, New York, NY 10001 | | | | Non-Employee Directors ⁽²⁾ | | | | Terry Grayson-Caprio | 39,474 | * | | William L. Kozyra | 177,538 | * | | Peter D. Lyons | 182,538 | * | | James A. McCaslin | 217,510 | * | | William P. Miller II ⁽³⁾ | 224,560 | * | | Aleksandra A. Miziolek | 59,966 | * | | Herbert K. Parker | 179,953 | * | | Sandra E. Pierce | 149,953 | * | | Samuel Valenti III | 111,899 | * | | David B. Walker | — | * | | Named Executive Officers | | | | David C. Dauch ⁽⁴⁾ | 2,518,764 | 1.1 | | Christopher J. May | 471,817 | * | | Michael J. Lynch ⁽⁴⁾ | 276,778 | * | | Terri M. Kemp | 201,528 | * | | Tolga I. Oal | 50,475 | * | | All Directors and Executive Officers as a Group (15 persons) | 4,862,753 | 2.1 |

  32. Director Compensation Table

    (*) Less than 1% of the outstanding shares of Dauch common stock. (1)Based on the Schedule 13G/A filed on October 17, 2025 by BlackRock, Inc., reporting sole voting power over 16,547,163 shares and sole dispositive power over 16,756,631 shares. (2)Includes vested RSUs awarded to non-employee directors that have been deferred. For the number of RSUs held by each non-employee director, see table included in Compensation of Directors. (3)Served as a director during 2025 and is not standing for re-election. (4)For Mr. Dauch, amount includes 125 shares held in trust for the benefit of one of his children and, for Mr. Lynch, amount includes 1,000 shares held in his spouse's trust.

  33. Director Compensation Table

    | Table of Contents | Beneficial Stock Ownership |

  34. Director Compensation Table

    | Related Person Transactions Policy |

  35. Director Compensation Table

    The Board has adopted a written policy and procedure for the review, approval and ratification of transactions involving the Company and any “related person” as defined in the policy. This policy supplements the Company’s other conflict of interest policies in our Code of Business Conduct. The Audit Committee is responsible for reviewing, approving and ratifying all related person transactions. In 2026, the Board, upon recommendation from the Audit Committee, revised our related person transactions policy to ensure compliance with rules applicable to the Company by virtue of our secondary listing on the London Stock Exchange. For purposes of this policy, a related person transaction includes any transaction, arrangement or relationship or series of similar transactions, arrangements or relationships in which the Company is or is expected to be a participant, the amount involved exceeds $120,000, and a related person has or will have a direct or indirect material interest. A related person includes directors and executive officers and their immediate family members, stockholders owning more than five percent of the Company's outstanding common stock as of the last completed fiscal year, and any entity owned or controlled by any one of these persons. The policy also takes into account the Company’s obligations under the UK Listing Rules and Disclosure Guidance and Transparency Rules of the FCA with respect to related party transactions. The Audit Committee determines whether a related person's interest in a transaction is material based on a review of the facts and circumstances. In deciding whether to approve or ratify a related person transaction, the Audit Committee will consider, among other factors it deems appropriate, (1) whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and (2) the significance of the related person's interest in the transaction. A member of the Audit Committee may not participate in the review or vote concerning any related person transaction in which the Audit Committee member or his or her immediate family member is involved. The policy also provides that certain types of transactions are deemed to be pre-approved by the Audit Committee and do not require separate approval or ratification. In 2025, the Audit Committee reviewed two related party transactions regarding David C. Dauch. Mr. Dauch has an ongoing business relationship with Century, LLC, a supplier of specialty metal products and heat treating that is affiliated with Mr. Dauch. In September 2021, Mr. Dauch and certain members of his family made investments in Century, LLC. Mr. Dauch and his brother each serve on Century, LLC's board. During 2025, Century, LLC received $164,645 in payments from Dauch for ordinary course supply of products and services on terms no less favorable to Dauch than terms generally available to an unaffiliated third party under the same or similar circumstances. Mr. Dauch's son, Zachary Dauch, is employed as Director, Product Management at Dauch. Zachary Dauch earned $379,507 in base salary and annual bonus for 2025. In addition, Zachary Dauch received a vehicle allowance of $12,000 and $1,200 for the cost of personal expenses provided under a lifestyle account. Zachary Dauch also participates in the Company's long-term, cash-based incentive program. Under the 2018 Omnibus Incentive Plan, Zachary earned $22,248 for long-term performance unit cash awards granted in 2023 with a 3-year performance period ending December 31, 2025 and $27,810 for long term cash awards granted in 2022 with a 3-year cliff vesting period ending in 2025. There is no direct reporting relationship between Mr. Dauch and his son. With respect to the above transactions, the Committee concluded that they are not inconsistent with the Company's Code of Business Conduct or the Code of Ethics for the CEO, CFO and other Senior Financial Officers.

  36. Director Compensation Table

    | Table of Contents | Advisory Vote on Executive Compensation |

  37. Director Compensation Table

    | Advisory Vote on Executive Compensation |

  38. Director Compensation Table

    | Proposal 2: Advisory vote on Executive Compensation |

  39. Director Compensation Table

    We are seeking a non-binding advisory vote from our shareholders to approve the compensation of our named executive officers as disclosed in the Compensation Discussion and Analysis (CD&A) and narrative and tabular disclosures in this proxy statement. In the CD&A, we provide a detailed description of our compensation programs, including our compensation philosophy and objectives, the individual elements of executive pay, and how the programs are administered. We encourage you to review the CD&A, together with the other narrative and tabular disclosures, in considering your advisory vote on our named executive officers’ compensation (say-on-pay).

  40. Compensation Program Metrics Link to Strategic Business Objectives

    | Strategic Business Objective | Alignment | Incentive Metric | | Drive productivity and financial performance, with emphasis on profitability and cash flow generation | | Adjusted EBITDA Margin –2025 Annual Incentive Program (40% metric) | | Continue to strengthen the balance sheet; provide funding for organic growth, research & development, and other capital priorities; reduce leverage | | Operational Cash Flow –2025 Annual Incentive Program (50% metric) | | Develop innovative technology, including electrification, and reinvest in research and development | | Adjusted Free Cash Flow –2025 LTI Performance Awards (100% metric of performance-based LTI) | | Achieve progress on sustainability priorities, which are key to our long-term success. | | Sustainability Goals –2025 Annual Incentive Program (10% metric) | | Create sustainable value for shareholders and align with our shareholders' experience | | Relative TSR –2025 LTI Performance Awards (modifier -15% or +15%) |

  41. Shareholders and Our Executive Compensation Program

    | Foundational Compensation Practices Align with Shareholders' Interests | | | Incentive metrics linked to our financial and strategic business objectives | Robust shareholder engagement program | | Relative TSR modifier included in our long-term incentive program | Rigorous stock ownership requirements | | No discretionary incentive payments | Compensation clawback policies |

  42. Shareholders and Our Executive Compensation Program

    | 2020 | 2022 | 2023 | 2024 | 2025 | | –Allocated 20% of annual incentive program to the achievement of strategic priorities, including sustainability initiatives –Salary reductions of 30% for executive officers and a 40% reduction in fees for non-employee directors in response to COVID-19 | –Increased the emphasis on sustainability objectives by specifically allocating 10% of our annual incentive program to the achievement of sustainability objectives | –Increased performance-based portion of LTI awards to 60% from 50% in 2022 –Eliminated unvested performance shares from counting toward stock ownership requirements | –Increased weighting of the performance-based cash flow metric of the annual incentive program to 50% from 40% to further emphasize the importance of strong cash flow performance –Shifted the long-term performance award weighting of adjusted free cash flow—reducing the annual performance measurement weighting from 20% to 15% and increasing the cumulative three‑year performance measurement weighting from 40% to 55%—to emphasize sustained cash‑flow generation and enhance long‑term pay‑for‑performance alignment | –Given the strong shareholder support in the 2024 Say on Pay vote and continued alignment with our strategic objectives, we maintained the same overall incentive compensation design –Target compensation changes for FY2025 increased the allocation of performance-based, at-risk compensation |

  43. Shareholders and Our Executive Compensation Program

    | Compensation Program Shareholder Feedback | Response | | Our incentive compensation program financial metrics are aligned with our business strategy in particular the use of cash flow and Adjusted EBITDA as incentive plan metrics. | Operating cash flow (annual incentive metric) and adjusted free cash flow (long-term incentive metric) are critical drivers to reduce leverage and convert value to shareholders. Cash generation is also crucial to our M&A strategy, which assisted in our ability to execute the transformative Dowlais acquisition. Similarly, focus on earnings through Adjusted EBITDA remains appropriate with our continued aim for sustained profitability. | | | For 2025, we continued the use of these metrics and weightings as they are aligned with our business strategy and viewed favorably by shareholders. | | Shareholders expressed support for our continued emphasis on performance-based compensation and the use of clearly defined and transparent financial metrics. | We maintained the performance-based portion of long-term incentive awards at 60% weighting to continue aligning pay with performance. | | | We remain dedicated to providing robust disclosures of the rationale surrounding our metric calibration and performance outcomes. | | Some shareholders expressed interest in the inclusion of an additional weighted long-term incentive plan metric. | We believe the use of adjusted free cash flow as a long-term incentive metric has effectively aligned management with our strategic priorities and the long-term interests of our shareholders. Recognizing the strategic importance of the Dowlais acquisition, we intend to add a synergy achievement factor to our 2026 long term incentive (LTI) awards to drive accelerated realization of integration synergies--both in magnitude and timing. This approach reinforces management’s commitment to performance execution and long-term shareholder value. | | Shareholders expressed support for continued strong alignment between executive compensation and performance outcomes, including share price performance. | With 60% of our long-term incentive awards performance-based and 90% of total CEO compensation classified as “at risk” (78% for our other NEOs), our compensation program continues to emphasize strong alignment between pay and performance. The planned addition of a synergy achievement component to our 2026 LTI awards will further underscore the pay for performance model. | | | In connection with the Dowlais acquisition, select key executives will participate in a Breakout Performance Award that provides compensation only when significant shareholder value is created. In response to shareholder feedback seeking stronger TSR alignment, the award is tied exclusively to ambitious, sustained stock‑price hurdles. If these levels are not achieved, no compensation will be earned. | | Shareholders expressed support for ongoing Board refreshment, emphasizing the importance of maintaining a balanced mix of tenure, skills, and experience. | Management reaffirmed that Board refreshment is an ongoing priority and noted that recent director rotations and planned additions following the Dowlais acquisition reflect a deliberate and continuous refreshment process, which is expected to continue to maintain a balanced, energized and strategic Board. |

  44. Pay for Performance Alignment

    Pay for Performance Alignment Total direct compensation consists of base salary plus target annual and long-term incentive opportunities. The Committee generally establishes performance objectives for both annual and long-term incentive compensation so that targeted total direct compensation is earned only when corresponding target performance objectives are achieved. As a result, actual pay may differ from targeted levels depending on performance relative to these pre-established objectives. Our compensation programs are designed to balance short-term performance with long-term growth and value creation. To align executive pay with Dauch's performance and shareholder interests, a significant amount of our CEO's and other NEOs' compensation is performance-based and at risk while base salary represents a smaller portion of overall pay. The following chart illustrates the allocation of 2025 total direct compensation components at target for our CEO and for our other NEOs (average) as a group as of December 31, 2025. This analysis highlights the Company's emphasis on long-term and at-risk compensation.

  45. Executive Compensation Philosophy

    Executive Compensation Philosophy The CD&A provides a detailed description of our executive compensation program and philosophy. The Board, through the Compensation Committee, determines the Company's overall compensation philosophy. The Committee believes that compensation should be: –Aligned with shareholder interests, cultural values and our strategic principles; –Market competitive and comprised of a mix of base salary, annual and long-term incentive compensation, with limited perquisites; and –Designed such that a significant portion of total direct compensation is performance-based and contingent upon achievement of Company performance goals. Our compensation philosophy's foundation is a best practice approach to compensation governance that includes clawback policies, an anti-hedging policy, an annual risk assessment of compensation programs and practices, double-trigger equity vesting and severance provisions, and the exclusion of excise tax gross-ups. The following objectives are considered in determining compensation programs and pay levels for our NEOs: –Attract and motivate executives who are vital to the Company's success; –Reward Company and individual performance; –Foster the long-term focus required to deliver value to our shareholders; –Reflect each executive's level of responsibility and contribution to the Company; and –Align executives' interest with those of our shareholders.

  46. Components of Compensation Program

    | Component | Purpose | Characteristics | | Base Salary | Based on level of responsibility, experience, individual performance and internal pay equity | Fixed cash compensation generally targeted within a reasonable range of the peer group median | | Annual Incentive Compensation | Incentive designed to drive short-term performance aligned with strategic goals | Cash award that is at risk, contingent on achieving service and performance goals | | Long-Term Incentive Compensation | Incentive to promote long-term strategic growth and value creation, and to support retention of key executives | A mix of performance shares, performance units and RSUs tied to financial and share performance that align results with shareholder interests | | Retirement and Deferred Compensation | Provide income upon retirement | 401(k), qualified and nonqualified defined benefit, and deferred compensation plans | | Perquisites | Limited supplement to total direct compensation | Perquisite allowance provided to CEO. For other NEOs, primary benefit is a Company-provided vehicle with Dauch product content |

  47. Role of the Compensation Consultant

    Role of the Compensation Consultant The Committee has retained Meridian Compensation Partners LLC (Meridian) as its independent compensation consultant. Meridian provides the Committee with independent advice and ongoing recommendations on compensation matters related to our executive officers and non-employee directors. Meridian provides the Committee with competitive market data, peer group analyses and updates on compensation trends and regulatory developments. Meridian also works with the Company in evaluating its incentive programs and the selection of performance measures. Meridian communicates with the Chair of the Committee before and after Committee meetings. Meridian also meets with management to gather information, prepare materials and review proposals to be made to the Committee. Meridian provides no other services to the Company and has no other direct or indirect business relationships with Dauch or any of its subsidiaries or affiliates. Based on information provided by Meridian, the Committee assessed Meridian's independence pursuant to NYSE and SEC rules and concluded that no conflict of interest exists that prevents Meridian from independently advising the Committee.

  48. Role of the Compensation Consultant

    | Table of Contents | Compensation Discussion and Analysis |

  49. Peer Group and Market Analysis

    Peer Group and Market Analysis The Committee annually reviews the composition of our comparative peer group and makes adjustments to reflect changes in our business, as well as industry and market conditions. The overall purpose of this peer group is to provide a market frame of reference for evaluating our compensation arrangements, understanding compensation trends among comparable companies and reviewing other compensation and governance-related topics. Peer companies are selected primarily based on the following criteria: –total revenue and market capitalization; –competitors in industry segment; –complexity of global business and operations; and –competition for talent and investor capital. In 2025, the Committee engaged Meridian to complete a formal peer group analysis, with the primary focus being on size and industry relevance. After reviewing Meridian's analysis and discussing the matter independently, the Committee approved updates to the peer group that resulted in better alignment with Dauch's evolving business profile and size. The revised group also preserves overlap with proxy‑advisor peers and balances automotive and diversified industrial companies to support competitive, shareholder‑aligned pay.

  50. Peer Group and Market Analysis

    | 2024 Peers | | 2024 to 2025 Changes | | 2025 Peers | | Adient plc | | | | Adient plc | | Aptiv PLC | | | | Aptiv PLC | | BorgWarner Inc. | | ADDITIONS | | BorgWarner Inc. | | Cooper-Standard Holdings Inc. | + | Illinois Tool Works | ► | Dana Incorporated | | Dana Incorporated | | Otis Worldwide Corporation | | Garrett Motion, Inc. | | Flowserve Corporation | | PHINIA, Inc. | | Goodyear Tire & Rubber Company | | Garrett Motion, Inc. | | | | Illinois Tool Works | | Goodyear Tire & Rubber Company | | | | LCI Industries | | Hyster-Yale, Inc. | | | | Lear Corporation | | LCI Industries | | REMOVALS | | Oshkosh Corporation | | Lear Corporation | | Cooper-Standard Holdings Inc. | | Otis Worldwide Corporation | | Oshkosh Corporation | - | Flowserve Corporation | | Parker-Hannafin Corporation | | Parker-Hannafin Corporation | | Hyster-Yale, Inc. | ► | PHINIA, Inc. | | Patrick Industries, Inc. | | Patrick Industries, Inc. | | Rockwell Automation, Inc. | | Rockwell Automation, Inc. | | The Timken Company | | Terex Corporation | | Terex Corporation | | Trinity Industries Inc. | | Visteon Corporation | | The Timken Company | | | | | | Trinity Industries Inc. | | | | | | Visteon Corporation | | | | |

  51. Peer Group and Market Analysis

    | Table of Contents | Compensation Discussion and Analysis |

  52. CEO Compensation

    | | 2025 | 2024 | | Base Salary | $1,300,000 | $1,250,000 | | Target Annual Incentive | $2,080,000 | $1,875,000 | | Target Long-Term Incentive | $9,100,000 | $7,187,500 |

  53. Annual Incentive Compensation

    Annual Incentive Compensation Each NEO's annual incentive compensation is based on achieved results against financial and strategic targets approved by the Committee under the Company's Incentive Compensation Program for Executive Officers. Payment of annual cash incentive awards is permitted to the extent the Company meets or exceeds threshold performance levels. In setting the 2025 annual incentive program performance measures, the Committee continued its approach of balancing financial and operational objectives that support both short-term performance and long-term value creation. The Committee determined that the existing performance measures remained appropriate as they continue to drive operational performance, support strong cash flow generation and reinforce the strategic priorities of the organization. Targets for the 2025 annual incentive awards were set at challenging performance levels that challenged management to optimize operations and deliver strong financial results while navigating industry volatility, supply‑chain constraints, rising inflationary pressure, and global economic challenges. These objectives were intentionally designed to drive above-median performance.

  54. 2025 Actual Performance and Award Payouts

    2025 Actual Performance and Award Payouts

  55. 2025 Actual Performance and Award Payouts

    | Year over year margin growth | Continuing to secure new business | | Dauch's 2025 Operational Performance - Managing What We Can Control | | | Increased cash balance to fund the Combination | Moving forward our sustainability objectives |

  56. 2025 Actual Performance and Award Payouts

    The targets and results of the financial performance incentive measures are shown below.

  57. 2025 Actual Performance and Award Payouts

    | | Weighting | Threshold (Payout 0%) | Target (Payout 100%) | Maximum (Payout 200%) | 2025 Actual Performance(1) | % of Target Earned | 2025 Actual Payout(2) | | Adjusted EBITDA Margin | 40% | 10.0% | 12.0% | 13.75% | 12.7% | 142% | 57% | | Operational Cash Flow | 50% | $350 million | $440 million | $550 million | $492 million | 148% | 74% |

  58. 2025 Actual Performance and Award Payouts

    (1) Excludes restructuring and acquisition-related costs of $113.4 million, impairment charges of $8 million, debt refinancing and redemption costs of $6.2 million, Impact of the Electric Vehicle Cancellation Settlement of $20 million, gain on business combination derivative of $52.9 million and interest income earned on acquisition financing in escrow. The metrics are non-GAAP financial measures. See Non-GAAP Reconciliation in Appendix A. (2) Reflects % of Target Earned multiplied by each respective metric weighting. With a focus on managing the factors within our control in a dynamic industry environment, we improved operational efficiencies while continuing to invest in research and development to advance our product portfolio, drive future growth and position Dauch as a propulsion supplier of choice. For 2025, the Committee set operational cash flow targets consistent with budgeted expectations, including capital expenditures of $300 million. Through disciplined and selective capital spending, net capital expenditures totaled $251 million—$49 million below budget—which represents the majority of the $52 million outperformance relative to our operational cash flow target. These results underscore our strong cash discipline and support our ability to consistently deliver above-median Adjusted EBITDA margins* and operational cash flow* as a percentage of sales. Reflecting this execution, both measures improved year over year: Adjusted EBITDA margin increased from 12.2% to 12.7%, and operational cash flow (as a percentage of sales) rose from 8.2% to 8.4%. *See Non-GAAP Reconciliation in Appendix A

  59. 2025 Actual Performance and Award Payouts

    | Table of Contents | Compensation Discussion and Analysis |

  60. 2025 Actual Performance and Award Payouts

    Competitor peer group average comprises ADNT, ALV, AXL, BWA, CPS, DAN, GTX, LEA and MGA. *See Non-GAAP Reconciliation in Appendix A

  61. 2025 Actual Performance and Award Payouts

    | Table of Contents | Compensation Discussion and Analysis |

  62. Financial and Sustainability Performance

    | | Adjusted EBITDA Margin | Operational Cash Flow | Sustainability Measures | Total Payout | | 2025 Actual Payout % | 57% | 74% | 20% | 151% |

  63. Annual Incentive Award Target Opportunities

    Annual Incentive Award Target Opportunities The NEO annual incentive target opportunities are shown in the table below. The 2025 target opportunities remain unchanged from 2024 for all NEOs except the CEO, whose target increased from 150% to 160% to reflect the expanded responsibilities and heightened leadership demands associated with the Dowlais acquisition, creating a more complex and diversified enterprise that will require a multi‑year integration period.

  64. Annual Incentive Award Target Opportunities

    | | 2025 | 2024 | | | Target Opportunity (as a % of base salary) | Target Opportunity (as a % of base salary) | | David C. Dauch | 160% | 150% | | Christopher J. May | 100% | 100% | | Michael J. Lynch | 100% | 100% | | Terri M. Kemp | 80% | 80% | | Tolga I. Oal | 80% | 80% |

  65. Long-Term Incentive Compensation

    Long-Term Incentive Compensation Our LTI program is designed to reward NEOs for creating sustained shareholder value, to support ownership of Company stock and to motivate and retain executives while aligning their interests with those of our shareholders. Dauch makes LTI grants to its executive officers and other executives on an annual basis, subject to the approval of the Committee under the Amended and Restated 2018 Omnibus Incentive Plan (2018 Omnibus Incentive Plan). Grants are made in the first quarter of each year to coincide with the communication to executive officers of their annual cash incentive awards for the previous year’s performance. This timing increases the impact of the awards by strengthening the link between pay and performance.

  66. 2025 LTI Award Overview

    2025 LTI Award Overview

  67. 2025 LTI Award Overview

    | Form of Award | | | | | Performance Awards | RSUs | | LTI Mix | 60% | 40% | | Performance Measure | Adjusted Free Cash Flow | Continued service with Dauch | | Competitor Peer Group for Relative TSR | Adient plc Autoliv Inc. BorgWarner Inc. Cooper-Standard Holdings, Inc. Dana Incorporated Garrett Motion, Inc. Lear Corporation Magna International Inc. | Not applicable | | Award Payout Modifier of -15% or +15% | Relative TSR | Not applicable | | Performance / Vesting Period | Subject to achievement of performance measures over a 3-year period | Cliff vest on the 3rd anniversary of grant | | Settlement | Performance Shares (30%) - Common stock Performance Units (30%) - Cash | Common stock |

  68. 2025 LTI Award Overview

    Our competitor peer group is used to assess relative performance for establishing long-term incentive award performance levels. The competitor peer group consists of companies that compete with Dauch for capital and operate in similar markets. These companies serve as an appropriate benchmark because of the likelihood that they will experience similar industry conditions over a three-year business cycle.

  69. 2025 LTI Award Overview

    | Table of Contents | Compensation Discussion and Analysis |

  70. Performance-based LTI

    Performance-based LTI The Committee evaluated the performance measures for 2025 LTI awards to ensure alignment with our business strategy and focus on capital allocation priorities. A core strategic objective is to increase free cash flow to strengthen our balance sheet, reduce leverage, and fund high-priority growth and capital initiatives. This disciplined approach to free cash flow generation positioned the Company to execute the transformative Dowlais acquisition. Given its central role in driving long‑term shareholder value creation and the feedback received from shareholders, the Committee selected adjusted free cash flow as the sole metric for the 2025 LTI performance-based awards. To emphasize the importance of consistent annual free cash flow generation, the Committee included annual adjusted free cash flow targets for calendar years 2025, 2026 and 2027, each weighted at 15% of target. The remaining 55% of target is based on three-year cumulative adjusted free cash flow performance. The annual adjusted free cash flow milestones are to encourage behaviors to achieve sustained strong cash flow performance early in the three-year cycle while supporting the cumulative target. For the 2025 awards, the Committee decided to maintain the weighting of the three‑year cumulative adjusted free cash flow performance at 55%, consistent with the 2024 design and in recognition of the anticipated annual volatility over the performance period. No award payouts will be made until the completion of the three-year performance period. In setting the goal rigor for the 2025–2027 performance period, the Committee challenged management to continue to deliver meaningful free cash flow over the rolling three-year period. Achieving the established performance levels requires the management team to continue to drive operational efficiencies and manage capital allocation priorities. In establishing the 2025 LTI opportunity, the Committee set progressively higher annual targets over the three-year performance period and increased the cumulative three‑year performance target by $100 million relative to the prior year. The rigor of the design is further demonstrated by the requirement that maximum payouts are earned only if performance exceeds the Company’s long‑range plan. Market analyses confirmed that our target and maximum opportunities are expected to be positioned above the median of our peer group, reflecting a competitive yet disciplined design. The table below shows the threshold, target and maximum adjusted free cash flow for calendar years 2025, 2026, 2027, the three-year cumulative performance period and relative TSR performance levels to be used in determining the payouts of these awards for the performance period January 1, 2025 through December 31, 2027.

  71. Performance-based LTI

    | Adjusted Free Cash Flow | Weighting | Threshold | Target | Maximum | | 2025 | 15% | $150 million | $200 million | $250 million | | 2026 | 15% | $200 million | $250 million | $275 million | | 2027 | 15% | $250 million | $300 million | $350 million | | 3-yr Cumulative | 55% | $600 million | $750 million | $875 million | | Payout % | | 50% | 100% | 200% |

  72. Performance-based LTI

    Because relative TSR remains an important indicator of shareholder value creation, the Committee continued the use of a TSR modifier for the performance‑based awards. Payouts may be adjusted by ±15% based on relative TSR over the performance period.

  73. Performance-based LTI

    | TSR Percentile Rank | Threshold | Target | Maximum | | 3-yr Cumulative | Below 25th | Between 25th - 74th | 75th and above | | Modifier | (15)% | —% | 15% |

  74. Performance-based LTI

    | Table of Contents | Compensation Discussion and Analysis |

  75. LTI Award Target Opportunities

    LTI Award Target Opportunities The NEO LTI target opportunities are shown in the table below. The target opportunities for the 2025 LTI award grants remained consistent with 2024 award levels.

  76. LTI Award Target Opportunities

    | | 2025 Target Long-Term Incentive Opportunity | | 2024 Target Long-Term Incentive Opportunity | | | | ($)⁽¹⁾ | %⁽²⁾ | ($)⁽¹⁾ | %⁽²⁾ | | David C. Dauch (3) | 7,187,500 | 575% | 7,187,500 | 575% | | Christopher J. May (3) | 1,687,500 | 250% | 1,687,500 | 250% | | Michael J. Lynch (3) | 1,687,500 | 250% | 1,687,500 | 250% | | Terri M. Kemp | 1,181,250 | 225% | 1,181,250 | 225% | | Tolga I. Oal | 1,350,000 | 225% | 1,350,000 | 225% |

  77. LTI Award Target Opportunities

    (1) Amounts reflect the value the Committee considered when granting awards for 2025 and 2024. These amounts differ from the value of awards shown in the Summary Compensation Table and Grants of Plan-Based Awards Table because those tables reflect the grant date fair value of performance shares, which is based on the probable outcome of the performance metrics. The amount further differs because performance unit awards are not reported in the Summary Compensation Table until earned at the end of the performance period. (2) Stated as a percentage of base salary at the time the award was made. (3) LTI Target increases approved by the Committee in August 2025 occurred subsequent to the 2025 annual grant. Therefore, the following LTI Target Opportunity increases will first be applied to the 2026 LTI grant: Mr. Dauch from 575% to 700%, Mr. May from 250% to 275%, and Mr. Lynch from 250% to 300%. LTI 2026 Performance Equity Awards In 2026, the Compensation Committee approved a one-time breakout performance equity incentive award for select key executives whose leadership is critical to the integration and realizing the full value of the Dowlais acquisition. In response to shareholder feedback seeking stronger TSR alignment, the award incorporates rigorous, sustained stock‑price hurdles, with no compensation earned unless those levels are achieved. The performance period for these awards runs from March 3, 2026, through March 31, 2029. Following the completion of the performance period, results will be certified, with 50% of the award payable at the end of the three‑year period and the remaining 50% payable one year later. This payout structure is designed to reinforce long-term performance focus and shareholder value creation, while supporting retention during the critical integration period. Please see the Company's current report on Form 8-K filed with the SEC on February 10, 2026.

  78. LTI 2026 Annual Grant

    LTI 2026 Annual Grant The Committee approved a split‑grant approach for the 2026 LTI awards to better align the timing of such awards with the closing of the Dowlais transaction. RSUs (40% of the award) will be granted in the first quarter of 2026, while performance units and performance shares (60% of the award) will be granted in the second quarter of 2026, after the combined company’s pro forma financials are reviewed and meaningful performance metrics can be set.

  79. LTI 2026 Annual Grant

    | Table of Contents | Compensation Discussion and Analysis |

  80. Payout of 2023 Performance Awards

    Payout of 2023 Performance Awards Sixty percent of the 2023 LTI awards granted to NEOs in 2023 were determined by Company performance. Half of the performance-based awards, or 30%, was denominated in performance shares and the remaining 30% in the form of performance units denominated in cash (to appropriately manage our shareholder approved equity pool and minimize dilution). Payout of the awards was based on adjusted free cash flow over the three-year performance period January 1, 2023 through December 31, 2025. Adjusted free cash flow was selected as the sole metric for the 2023 LTI performance-based awards as it is a critical driver to reduce leverage and ultimately convert value to shareholders. For the 2023-2025 performance cycle, the Committee continued its emphasis on rigorous goal‑setting and a strong alignment with long‑term shareholder value. The performance‑based awards were tied to cumulative adjusted free cash flow, with results further modified by a relative TSR adjustment to ensure alignment with external performance. Throughout the three‑year period, the Company managed persistent industry headwinds—including production volatility, supply‑chain constraints, and global economic challenges—while continuing to execute its strategic priorities. Cash generated over the performance period supported debt reduction and strong liquidity to fund operations, invest in our product portfolio and enable our transformative 2026 acquisition of Dowlais. The resulting payout appropriately reflects the rigor of the multi‑year goals and maintains strong alignment between outcomes and performance. *Amount reflects adjustments made to determine incentive payments. See Non-GAAP Reconciliation in Appendix A.

  81. Payout of 2023 Performance Awards

    | Table of Contents | Compensation Discussion and Analysis |

  82. Payout of 2023 Performance Awards

    The targets and payout % of the 2023 performance shares and units are shown below.

  83. Payout of 2023 Performance Awards

    | Adjusted Free Cash Flow | Weighting | Threshold (Payout 50%) | Target (Payout 100%) | Maximum (Payout 200%) | 2023 -2025 Actual Performance⁽¹⁾ | % of Target Earned | Actual Payout⁽²⁾ | | 2023 | 20% | $200 million | $250 million | $300 million | $246.4 million | 96% | 19% | | 2024 | 20% | $200 million | $250 million | $300 million | $230.3 million | 80% | 16% | | 2025 | 20% | $200 million | $250 million | $300 million | $213.0 million | 63% | 13% | | 3-yr Cumulative | 40% | $600 million | $750 million | $900 million | $689.7 million | 80% | 32% | | Performance Payout % | | | | | | | 80% | | x TSR Modifier | | | | | | | (15)% | | Final Payout % | | | | | | | 68% |

  84. Payout of 2023 Performance Awards

    (1) Excludes restructuring and acquisition-related costs. For purposes of calculating performance under the 2018 Omnibus Incentive Plan, an adjustment, as permitted by the Plan, was made to Adjusted Free Cash Flow for the year ended December 31, 2023. This adjustment offsets the unfavorable impact of the work stoppage of the International Union, United Automobile, Aerospace and Agricultural Implement of Workers of America (UAW Work Stoppage) that occurred in 2023. The Committee approved this adjustment as the impact of the work stoppage was outside of management's control. Adjusted Free Cash Flow is a non-GAAP financial measure. See Non-GAAP Reconciliation in Appendix A. (2) Reflects % of Target Earned multiplied by each respective annual and cumulative metric weighting. The portion of the cash-denominated performance unit awards are reported in the Summary Compensation Table for 2025 as these awards are not reported until earned at the end of the performance period.

  85. Performance Alignment with TSR

    Performance Alignment with TSR As TSR is an important measure because of its alignment with shareholder value creation, the Committee continued to include a relative TSR modifier in the 2023 performance-based awards. Award payouts may be decreased by 15% or increased by 15% based on relative TSR performance over the three-year performance period. For the 2023-2025 performance period, the Company's relative TSR ranked below the 25th percentile of the competitive peer group, resulting in application of the -15% TSR modifier. After determining an 80% payout based on financial performance results, the Committee applied the -15% modifier, resulting in a final payout at 68% of target.The Committee strives to align our LTI program with the interests of shareholders by granting a significant portion of LTI in the form of equity awards. The realized value of the 2023 LTI awards, for example, was less than the achieved performance when considering the fluctuation in our share price. As a result, the realized pay of the awards is inherently aligned with shareholders' interests.

  86. Severance Programs

    Severance Programs The Company provides severance benefits to eligible NEOs under the Executive Officer Severance Plan (Severance Plan) and the Change in Control Plan (CIC Plan). Severance payments and benefits for Mr. Dauch are set forth in his employment agreement. The Committee believes that these severance programs provide competitive severance benefits that attract and retain key talent during potentially critical and uncertain periods. The programs are designed to foster stability within senior management by helping executives maintain focus on and dedication to their responsibilities to maximize shareholder value, including in the event of a transaction that may result in a change in control (CIC). These programs are also guided by our compensation philosophy and governance practices (e.g., double-trigger CIC provisions, no tax gross ups) and are aligned with those of our peers. The Severance Plan provides severance benefits other than in connection with a CIC. Upon termination of employment by the Company without cause or resignation by a participant for good reason, each eligible executive officer will be entitled to certain severance payments and benefits, including a multiple of base salary and target bonus, prorated annual target bonus for the year of termination and continued participation in the Company's medical benefit plans for the applicable severance period. The CIC Plan provides participants, including eligible executive officers, severance payments and benefits in the event of termination of employment on or within two years following a CIC. These benefits include a multiple of base

  87. Severance Programs

    | Table of Contents | Compensation Discussion and Analysis |

  88. Severance Programs

    salary and target bonus and continued participation in the Company's medical benefit plans for the applicable severance period. Benefits under the Severance Plan and the CIC Plan are subject to execution and non-revocation of a general waiver and release of claims against the Company and compliance with certain restrictive covenants. The benefits are also subject to recoupment or clawback. Benefits provided to eligible NEOs under these programs are described in Potential Payments Upon Termination or Change in Control.

  89. Summary Compensation Table

    Summary Compensation Table The following table summarizes the compensation of our named executive officers (NEOs) for the fiscal years ended December 31, 2025, December 31, 2024 and December 31, 2023.

  90. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Stock Awards⁽³⁾ ($) | Non-Equity Incentive Plan Compen- sation⁽⁴⁾ ($) | Change in Pension Value And Nonqualified Deferred Compensation Earnings⁽⁵⁾ ($) | All Other Compen- sation⁽⁶⁾ ($) | Total ($) | | David C.Dauch⁽¹⁾ Chairman & Chief Executive Officer | 2025 | 1,268,750 | 5,103,889 | 4,607,050 | 62,499 | 478,313 | 11,520,501 | | | 2024 | 1,250,000 | 5,136,512 | 4,188,282 | 76,135 | 472,089 | 11,123,018 | | | 2023 | 1,250,000 | 5,161,125 | 4,841,438 | 53,238 | 892,871 | 12,198,672 | | Christopher J. May Executive Vice President & Chief Financial Officer | 2025 | 684,375 | 1,198,307 | 1,401,250 | 21,262 | 184,525 | 3,489,719 | | | 2024 | 675,000 | 1,205,976 | 1,216,407 | 48,215 | 164,223 | 3,309,821 | | | 2023 | 675,000 | 1,211,750 | 1,474,875 | 106,281 | 316,213 | 3,784,119 | | Michael J. Lynch President & Chief Operating Officer | 2025 | 693,750 | 1,198,307 | 1,439,000 | 22,671 | 213,514 | 3,567,242 | | | 2024 | 675,000 | 1,205,976 | 1,095,000 | 37,996 | 190,024 | 3,203,996 | | | 2023 | 675,000 | 1,211,750 | 1,109,899 | 20,645 | 320,861 | 3,338,155 | | Terri M. Kemp⁽²⁾ Senior Vice President Chief of Staff | 2025 | 553,125 | 838,817 | 965,775 | 57,969 | 137,113 | 2,552,799 | | | 2024 | 525,000 | 844,183 | 680,796 | — | 123,231 | 2,173,210 | | | 2023 | 475,118 | 848,226 | 819,199 | 18,810 | 240,390 | 2,401,743 | | Tolga I. Oal President Driveline | 2025 | 600,000 | 958,650 | 1,000,200 | — | 145,024 | 2,703,874 | | | 2024 | 600,000 | 964,778 | 561,600 | — | 137,603 | 2,263,981 | | | 2023 | 600,000 | 969,398 | 547,200 | — | 66,748 | 2,183,346 |

  91. Summary Compensation Table

    (1)Compensation of Mr. Dauch is based solely on employment as an executive officer. He received no compensation for serving as a director. (2)Ms. Kemp's 2023 base salary was reduced due to a leave of absence. (3)Reflects the grant date fair value of restricted stock units and performance share awards made during fiscal year 2025 calculated in accordance with FASB ASC 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in our financial statements. See Note 9 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards. Assuming the maximum performance levels are achieved for the performance share awards granted on March 3, 2025, the maximum value of performance share awards would be $4,959,382 for Mr. Dauch, $1,164,376 for Mr. May, and for Mr. Lynch, $815,071 for Ms. Kemp and $931,509 for Mr. Oal based on grant date fair value. These amounts may not reflect the actual value realized upon vesting or settlement, if any.

  92. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  93. Summary Compensation Table

    (4)Reflects amounts earned under the Incentive Compensation Program for Executive Officers for 2025 and the amounts earned under the 2018 Omnibus Incentive Plan for long-term performance unit cash awards granted in 2023 with a 3-year performance period ending December 31, 2025. The 2025 amounts earned are as follows:

  94. Summary Compensation Table

    | Name | Incentive Compensation Plan ($) | 2018 Omnibus Incentive Plan ($) | Total Non-Equity Incentive Plan Compensation ($) | | David C. Dauch | 3,140,800 | 1,466,250 | 4,607,050 | | Christopher J. May | 1,057,000 | 344,250 | 1,401,250 | | Michael J. Lynch | 1,094,750 | 344,250 | 1,439,000 | | Terri M. Kemp | 724,800 | 240,975 | 965,775 | | Tolga I. Oal | 724,800 | 275,400 | 1,000,200 |

  95. Summary Compensation Table

    (5)Reflects the annualized increase in pension value under the Pension Plan and the SERP. See Pension Benefits Table. Mr. Oal is not a participant in the Pension Plan or the SERP. There are no above-market or preferential earnings on compensation deferred under our ERSP or our EDC Plan. (6)The components of All Other Compensation for 2025 are as follows:

  96. Summary Compensation Table

    | Name | Employer 401(k) Match Contributions⁽ᵃ⁾ ($) | Retirement Contributions⁽ᵇ⁾ ($) | Executive Life Insurance Premiums⁽ᶜ⁾ ($) | Company- Provided Vehicles⁽ᵈ⁾ ($) | Tax Gross Ups for Spousal Travel⁽ᵉ⁾ ($) | Other⁽ᶠ⁾ ($) | Total ($) | | David C. Dauch | 17,500 | 328,800 | 25,712 | — | 884 | 105,417 | 478,313 | | Christopher J. May | 16,771 | 129,417 | 5,754 | 30,157 | — | 2,426 | 184,525 | | Michael J. Lynch | 17,438 | 130,900 | 21,254 | 41,496 | — | 2,426 | 213,514 | | Terri M. Kemp | 17,500 | 87,000 | 6,649 | 23,599 | — | 2,365 | 137,113 | | Tolga I. Oal | 11,083 | 99,867 | 3,522 | 26,791 | — | 3,761 | 145,024 |

  97. Summary Compensation Table

    (a)Includes employer matching contributions under the Company’s 401(k) plan. (b)Includes employer retirement contributions under Company’s 401(k) plan and the ERSP as noted below. The ERSP contributions are further described in the Nonqualified Deferred Compensation table.

  98. Summary Compensation Table

    | Name | Retirement Contributions under the 401(k) Plan ($) | Employer ERSP Contributions ($) | Total ($) | | David C. Dauch | 17,500 | 311,300 | 328,800 | | Christopher J. May | 16,917 | 112,500 | 129,417 | | Michael J. Lynch | 17,500 | 113,400 | 130,900 | | Terri M. Kemp | 17,500 | 69,500 | 87,000 | | Tolga I. Oal | 11,667 | 88,200 | 99,867 |

  99. Summary Compensation Table

    (c)Includes executive life insurance premiums paid by the Company. (d)Includes personal use of Company-provided vehicles. The aggregate incremental cost of Company-provided vehicles is based on total vehicle cost if business use of the vehicle is less than 50%. Although there is no incremental cost to the Company, the NEOs have access to the use of a fleet demonstration vehicle. (e)Includes amounts reimbursed for taxes attributable to the income associated with the cost of travel for spouse accompanying the NEO to Company business meetings and events. (f)For Mr. Dauch, includes an annual perquisite allowance of $100,000, the cost of personal umbrella liability insurance premiums, spousal travel and the cost of an executive physical. For Mr. May, Mr. Lynch and Ms. Kemp, includes the cost of personal umbrella liability insurance premiums and personal expenses provided under a lifestyle account. For Mr. Oal, includes the cost of personal umbrella liability insurance premiums, the cost of an executive physical and personal expenses provided under a lifestyle account.

  100. Summary Compensation Table

    | Table of Contents | Executive Compensation Tables |

  101. Grants of Plan-Based Awards

    Grants of Plan-Based Awards Annual and long-term incentive awards granted in 2025 to the NEOs are shown in the following table. The annual and long-term incentive compensation programs are described in the Compensation Discussion and Analysis and the Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table.

  102. Grants of Plan-Based Awards

    | | | | Estimated Future Payouts under Non Equity Incentive Plan Awards⁽¹⁾ | | | Estimated Future Payouts under Equity Incentive Plan Awards⁽²⁾ | | | | | | Name | Grant Date | Approval Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | All Other Stock Awards: Number of Shares of Stock or Units⁽³⁾ (#) | Grant Date Fair Value of Stock and Option Awards⁽⁴⁾ ($) | | David C. Dauch | | | | | | | | | | | | Annual Incentive | — | — | — | 2,080,000 | 4,160,000 | — | — | — | — | — | | Performance Units (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | 2,156,250 | 4,959,375 | — | — | — | — | — | | Performance Shares (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | — | — | — | 453,948 | 1,044,080 | — | 2,228,885 | | Restricted Stock Units | 3/3/2025 | 2/5/2025 | — | — | — | — | — | — | 605,264 | 2,875,004 | | Christopher J. May | | | | | | | | | | | | Annual Incentive | — | — | — | 700,000 | 1,400,000 | — | — | — | — | — | | Performance Units (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | 506,250 | 1,164,375 | — | — | — | — | — | | Performance Shares (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | — | — | — | 106,579 | 245,132 | — | 523,303 | | Restricted Stock Units | 3/3/2025 | 2/5/2025 | — | — | — | — | — | — | 142,106 | 675,004 | | Michael J. Lynch | | | | | | | | | | | | Annual Incentive | — | — | — | 725,000 | 1,450,000 | — | — | — | — | — | | Performance Units (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | 506,250 | 1,164,375 | — | — | — | — | — | | Performance Shares (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | — | — | — | 106,579 | 245,132 | — | 523,303 | | Restricted Stock Units | 3/3/2025 | 2/5/2025 | — | — | — | — | — | — | 142,106 | 675,004 | | Terri M. Kemp | | | | | | | | | | | | Annual Incentive | — | — | — | 480,000 | 960,000 | — | — | — | — | — | | Performance Units (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | 354,375 | 815,063 | — | — | — | — | — | | Performance Shares (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | — | — | — | 74,606 | 171,594 | — | 366,315 | | Restricted Stock Units | 3/3/2025 | 2/5/2025 | — | — | — | — | — | — | 99,474 | 472,502 | | Tolga I. Oal | | | | | | | | | | | | Annual Incentive | ` | — | — | 480,000 | 960,000 | — | — | — | — | — | | Performance Units (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | 405,000 | 931,500 | — | — | — | — | — | | Performance Shares (Adj Free Cash Flow) | 3/3/2025 | 2/5/2025 | — | — | — | — | 85,264 | 196,107 | — | 418,646 | | Restricted Stock Units | 3/3/2025 | 2/5/2025 | — | — | — | — | — | — | 113,685 | 540,004 |

  103. Grants of Plan-Based Awards

    (1)Reflects annual incentive awards granted under the Incentive Compensation Program for Executive Officers and performance unit awards granted under the 2018 Omnibus Incentive Plan. The performance unit awards are payable in cash based on annual adjusted free cash flow for calendar years 2025, 2026 and 2027 and the 3-year cumulative adjusted free cash flow over the performance period January 1, 2025 through December 31, 2027. The performance unit award payouts may be modified based on relative TSR over the three-year performance period. The maximum amounts include the impact of the relative TSR modifier. (2)Reflects performance share awards granted under the 2018 Omnibus Incentive Plan. The awards are payable in common stock based on annual adjusted free cash flow for calendar years 2025, 2026 and 2027 and the 3-year cumulative adjusted free cash flow over the performance period January 1, 2025 through December 31, 2027. The award payouts may be modified based on relative TSR over the three-year performance period. The maximum amounts include the impact of the relative TSR modifier. (3)Reflects RSUs granted under the 2018 Omnibus Incentive Plan. The awards are payable in common stock, contingent upon continued employment through the 3-year vesting period. No options were granted in 2025. (4)Reflects the full grant date fair value of performance share awards and RSUs made during fiscal year 2025 calculated in accordance with FASB ASC 718 (without any reduction for risk of forfeiture) as determined based on applying the assumptions used in our financial statements. See Note 9 to the audited consolidated financial statements in our annual report on Form 10-K for the year ended December 31, 2025 regarding assumptions underlying the valuation of equity awards.

  104. Grants of Plan-Based Awards

    | Table of Contents | Executive Compensation Tables |

  105. Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

    Narrative to Summary Compensation Table and Grants of Plan-Based Awards Table

  106. CEO Employment Agreement

    CEO Employment Agreement Mr. Dauch's employment agreement provides for the following compensation and benefits as of December 31, 2025.

  107. CEO Employment Agreement

    | | CEO Employment Agreement | | Base Salary | $1,300,000 for 2025 | | Annual Incentive | Participation in the annual incentive plan for executive officers; Target opportunity of 160% of base salary for 2025 | | Long-Term Incentive | Participation in LTI plans for executive officers; Target opportunity of 700% of base salary for 2025 | | Other Benefits | Participation in plans applicable to executive officers; Retiree medical, dental and vision coverage equivalent to the benefit levels offered in the Company's group health care plans for salaried associates as of September 1, 2012 | | Term | Initial term expired August 31, 2015; Additional one-year extensions unless either party provides 60 days' written notice of intent not to renew |

  108. CEO Employment Agreement

    Mr. Dauch is also entitled to certain payments and benefits in the event of termination of employment under the scenarios described below in Potential Payments Upon Termination or Change in Control.

  109. Outstanding Equity Awards at December 31, 2025

    Outstanding Equity Awards at December 31, 2025

  110. Outstanding Equity Awards at December 31, 2025

    | | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested⁽¹⁾ ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)⁽⁷⁾ | | David C. Dauch | 326,705⁽²⁾ | 2,094,179 | 637,944⁽⁵⁾ | 4,089,221 | | | 425,296⁽³⁾ | 2,726,147 | 453,948⁽⁶⁾ | 2,909,807 | | | 605,264⁽⁴⁾ | 3,879,742 | | | | Christopher J. May | 76,705⁽²⁾ | 491,679 | 149,780⁽⁵⁾ | 960,090 | | | 99,853⁽³⁾ | 640,058 | 106,579⁽⁶⁾ | 683,171 | | | 142,106⁽⁴⁾ | 910,899 | | | | Michael J. Lynch | 76,705⁽²⁾ | 491,679 | 149,780⁽⁵⁾ | 960,090 | | | 99,853⁽³⁾ | 640,058 | 106,579⁽⁶⁾ | 683,171 | | | 142,106⁽⁴⁾ | 910,899 | | | | Terri M. Kemp | 53,694⁽²⁾ | 344,179 | 104,846⁽⁵⁾ | 672,063 | | | 69,897⁽³⁾ | 448,040 | 74,606⁽⁶⁾ | 478,224 | | | 99,474⁽⁴⁾ | 637,628 | | | | Tolga I. Oal | 61,364⁽²⁾ | 393,343 | 119,824⁽⁵⁾ | 768,072 | | | 79,882⁽³⁾ | 512,044 | 85,264⁽⁶⁾ | 546,542 | | | 113,685⁽⁴⁾ | 728720.85 | | |

  111. Outstanding Equity Awards at December 31, 2025

    (1)Reflects value of outstanding RSUs at $6.41, the closing price of Dauch common stock on December 31, 2025. (2)Reflects RSUs granted on February 28, 2023 that vested on February 28, 2026. (3)Reflects RSUs granted on March 4, 2024. RSUs vest three years from the date of grant. (4)Reflects RSUs granted on March 3, 2025. RSUs vest three years from the date of grant. (5)Reflects performance shares granted on March 4, 2024 for the performance period January 1, 2024 through December 31, 2026 that would be paid out at the end of the performance period based on adjusted free cash flow performance through December 31, 2025. Award amounts reflect a payout at maximum based on adjusted free cash flow (relative TSR modifier at 0%). Payouts will be determined at the end of the performance period based on actual performance. (6)Reflects performance shares granted on March 3, 2025 for the performance period January 1, 2025 through December 31, 2027 that would be paid out at the end of the performance period based on adjusted free cash flow performance through December 31, 2025. Award amounts reflect a payout at target based on adjusted free cash flow performance (relative TSR modifier at 0%). Payouts will be determined at the end of the performance period based on actual performance. (7)Reflects the value of 2024 and 2025 performance shares based on performance through December 31, 2025 as described above in footnotes (5) and (6) multiplied by $6.41, the closing price of Dauch common stock on December 31, 2025.

  112. Outstanding Equity Awards at December 31, 2025

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  113. Stock Vested

    Stock Vested

  114. Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired on Vesting⁽¹⁾ (#) | Value Realized on Vesting⁽²⁾ ($) | | David C. Dauch | 554,714 | 2,992,980 | | Christopher J. May | 122,139 | 662,533 | | Michael J. Lynch | 98,516 | 545,363 | | Terri M. Kemp | 64,237 | 358,322 | | Tolga I. Oal⁽³⁾ | 31,296 | 200,607 |

  115. Stock Vested

    (1)Reflects the number of shares vested in March 2025 under RSU awards granted in March 2022. Also, reflects the number of performance shares earned for the period ending December 31, 2025. See CD&A for further details. (2)Reflects the number of shares underlying vested RSUs multiplied by the closing market price of Dauch common stock on the vesting date. Also, includes the number of performance shares earned for the period ending December 31, 2025 multiplied by the closing market price of Dauch common stock as of December 31, 2025. (3)Mr. Oal’s reported shares include only the performance shares that were considered vested as of December 31, 2025. Due to his hire date, Mr. Oal did not have any RSU awards vest during 2025.

  116. Stock Vested

    | Table of Contents | Executive Compensation Tables |

  117. Pension Benefits

    Pension Benefits Four NEOs, Mr. Dauch, Mr. May, Mr. Lynch and Ms. Kemp, are eligible to participate in pension plans that provide benefits based on years of service and pay. Pension benefits are provided under a qualified defined benefit pension plan, the Company's Pension Plan (Pension Plan) and supplemental pension benefits are provided under the nonqualified Supplemental Executive Retirement Program (SERP). Based on his date of hire, Mr. Oal is not a participant in the Pension Plan or the SERP. The following table shows the value of the benefits accumulated by the NEOs and their years of credited service under the plans as of December 31, 2025.

  118. Pension Benefits

    | Name | Plan Name | Number of Years of Credited Service⁽¹⁾ (#) | Present Value of Accumulated Benefit⁽²⁾ ($) | | David C. Dauch⁽³⁾ | Pension Plan | 11.5000 | 540,536 | | | SERP | 22.8333 | 8,293,117 | | Christopher J. May⁽³⁾ | Pension Plan | 12.5000 | 181,632 | | | SERP | 23.8333 | 1,618,113 | | Michael J. Lynch⁽³⁾ | Pension Plan | 10.3333 | 244,535 | | | SERP | 21.6660 | 1,457,435 | | Terri M. Kemp⁽³⁾ | Pension Plan | 10.4000 | 214,288 | | | SERP | 21.7500 | 1,467,201 |

  119. Pension Benefits

    (1)Benefits under the Pension Plan were frozen effective December 31, 2006. Credited service under the SERP reflects service through the freeze date of April 30, 2018. As a result, credited service under the plans is less than actual service with the Company. (2)The values shown are based on benefits deferred to the earliest age at which unreduced benefits are payable. The assumptions used to calculate the actuarial present value of accumulated benefits are the same assumptions used in our audited consolidated financial statements for the fiscal year ended December 31, 2025 and assume continued employment until unreduced retirement age is attained. For material assumptions used, see Note 8 to the audited consolidated financial statements in our annual report on Form 10-K for the fiscal year ended December 31, 2025. (3)Mr. Dauch, Mr. Lynch, Mr. May and Ms. Kemp were eligible to retire on December 31, 2025 under both the Pension Plan and the SERP. Each qualifies for the lump sum benefit under the SERP.

  120. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table summarizes deferred compensation of NEOs under the Executive Retirement Savings Plan (ERSP) and the Executive Deferred Compensation Plan (EDC) for the 2025 fiscal year.

  121. Nonqualified Deferred Compensation

    | Name | Plan | Registrant contributions In Last FY⁽¹⁾ ($) | Aggregate Earnings In Last FY⁽²⁾ ($) | Aggregate Withdrawals Distributions ($) | Aggregate Balance at Last FYE ($) | | David C. Dauch | EDC | — | — | — | — | | | ERSP | 311,300 | 559,944 | — | 5,748,523 | | Christopher J. May | EDC | — | — | — | — | | | ERSP | 112,500 | 203,225 | — | 1,767,424 | | Michael J. Lynch | EDC | — | — | — | — | | | ERSP | 113,400 | 354,126 | — | 1,683,985 | | Terri M. Kemp | EDC | — | 11,839 | — | 90,259 | | | ERSP | 69,500 | 199,226 | — | 1,610,376 | | Tolga I. Oal | EDC | — | — | — | — | | | ERSP | 88,200 | 51,725 | — | 285,784 |

  122. Nonqualified Deferred Compensation

    (1)Reflects the annual 2025 plan contributions notionally funded in March 2026 reported in the Summary Compensation Table. (2)Reflects hypothetical accrued earnings or losses during 2025 on notional investments designed to track the performance of funds similar to those available under the Company’s 401(k) plan. Earnings shown in this column are not reported as compensation in the Summary Compensation Table.

  123. Executive Retirement Savings Plan

    Executive Retirement Savings Plan The ERSP was adopted effective as of January 1, 2019. The ERSP is a nonqualified deferred compensation program contributed to by the Company to provide certain highly-compensated associates, including the NEOs, the opportunity to receive supplemental deferred compensation upon retirement and certain other qualifying events. The ERSP does not provide for participant contributions. ERSP eligible executives will receive an annual contribution to their account equal to 10% of combined base salary and bonus paid during a calendar year less their maximum eligible 401(k) Company contributions. The ERSP permits discretionary Company contributions. Amounts deferred or credited into this plan are represented in the executive’s notional account and are “invested” among funds also available under the Company’s 401(k) plan. Although the executive has no actual or constructive ownership of shares in the investment funds, the return on the executive’s account is determined as if the amounts were notionally invested in these funds. ERSP contributions are unfunded and unsecured obligations of the Company. ERSP contributions and account balances vest at the earliest of the following: –Age 55 with 10 years of service; –Age 60 with 5 years of service; or –Age 65 Distributions can be received in a lump sum or in annual installments of two to ten years, or in a lump sum upon death, disability or termination of employment.

  124. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The following tables show the estimated potential payments and benefits that each of the NEOs would receive upon termination of employment under various circumstances that would trigger payments under applicable employment agreements and the Company’s plans and programs, assuming the termination event occurred on December 31, 2025. Although the calculations are intended to provide reasonable estimates of the potential payments, they are based on numerous assumptions and may not represent the actual amounts these NEOs would receive upon each termination event.

  125. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control The tables below reflect potential payments to each NEO upon resignation for good reason, termination without cause, disability, retirement and a CIC as of December 31, 2025. Upon termination for cause or resignation without good reason, each NEO would receive only accrued and unpaid compensation and benefits. Assumptions used to determine retirement benefits for eligible NEOs are the same as those used in our audited consolidated financial statements for the fiscal year ended December 31, 2025. See Note 8 to the audited consolidated financial statements in our 2025 annual report on Form 10-K for the year ended December 31, 2025. Mr. Oal was not eligible to retire as of December 31, 2025. The tables below do not include equity awards that vested as of December 31, 2025, which are reflected in the Stock Vested Table above. Footnotes following the tables provide additional detail regarding the potential payments and benefits shown for each termination scenario.

  126. Potential Payments Upon Termination or Change in Control

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  127. Potential Payments Upon Termination or Change in Control

    | David C. Dauch | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 2,600,000(2) | 2,600,000(2) | — | — | 3,900,000(3) | | Annual Incentive | 7,300,800(2) | 7,300,800(2) | 3,140,800(4) | 3,140,800(4) | 9,380,800(3) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 8,700,068 | 4,779,700 | 8,700,068 | | 2024 Performance Share Awards(6) | — | 1,363,074 | 1,363,074 | 1,363,074 | 2,044,611 | | 2024 Performance Unit Awards(7) | — | 1,437,500 | 1,437,500 | 1,437,500 | 2,156,250 | | 2025 Performance Share Awards(8) | — | 969,936 | 969,936 | 969,936 | 2,909,807 | | 2025 Performance Unit Awards(9) | — | 718,750 | 718,750 | 718,750 | 2,156,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 540,536 | 540,536 | 511,685 | 540,200 | 540,536 | | SERP(11) | 8,293,117 | 8,293,117 | 8,293,117 | 8,293,117 | 8,293,117 | | Welfare Benefit(12) | — | — | 921,757 | 788,392 | — | | Executive Retirement Savings Plan(13) | 5,748,523 | 5,748,523 | 5,748,523 | 5,748,523 | 5,748,523 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(14) | 63,784 | 63,784 | — | — | 99,384 | | Disability | — | — | — | — | — | | Outplacement Services(15) | 50,000 | 50,000 | — | — | 50,000 | | Total | 24,596,760 | 29,086,020 | 31,805,210 | 27,779,992 | 45,979,346 |

  128. Potential Payments Upon Termination or Change in Control

    | Christopher J. May | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 1,050,000(16) | 1,050,000(16) | — | — | 1,400,000(17) | | Annual Incentive | 2,107,000(16) | 2,107,000(16) | 1,057,000(4) | 1,057,000(4) | 2,457,000(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 2,042,636 | 1,122,205 | 2,042,636 | | 2024 Performance Share Awards(6) | — | 320,032 | 320,032 | 320,032 | 480,045 | | 2024 Performance Unit Awards(7) | — | 337,500 | 337,500 | 337,500 | 506,250 | | 2025 Performance Share Awards(8) | — | 227,728 | 227,728 | 227,728 | 683,171 | | 2025 Performance Unit Awards(9) | — | 168,750 | 168,750 | 168,750 | 506,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 181,632 | 181,632 | 328,922 | 161,481 | 181,632 | | SERP(11) | 1,618,113 | 1,618,113 | 1,618,113 | 1,618,113 | 1,618,113 | | Welfare Benefit(12) | — | — | 269,220 | 168,565 | — | | Executive Retirement Savings Plan(13) | 1,767,424 | 1,767,424 | 1,767,424 | 1,767,424 | 1,767,424 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 39,833 | 39,833 | — | — | 53,110 | | Disability | — | — | — | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 6,784,002 | 7,838,012 | 8,137,325 | 6,948,798 | 11,725,631 |

  129. Potential Payments Upon Termination or Change in Control

    | Table of Contents | Executive Compensation Tables |

  130. Potential Payments Upon Termination or Change in Control

    | Michael J. Lynch | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 1,087,500(16) | 1,087,500(16) | — | — | 1,450,000(17) | | Annual Incentive | 2,182,250(16) | 2,182,250(16) | 1,094,750(4) | 1,094,750(4) | 2,544,750(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 2,042,636 | 1,122,205 | 2,042,636 | | 2024 Performance Share Awards(6) | — | 320,032 | 320,032 | 320,032 | 480,045 | | 2024 Performance Unit Awards(7) | — | 337,500 | 337,500 | 337,500 | 506,250 | | 2025 Performance Share Awards(8) | | 227,728 | 227,728 | 227,728 | 683,171 | | 2025 Performance Unit Awards(9) | — | 168,750 | 168,750 | 168,750 | 506,250 | | Other Benefits: | | | | | | | Retirement Plans(10) | 244,535 | 244,535 | 226,241 | 244,519 | 244,535 | | SERP(11) | 1,457,435 | 1,457,435 | 1,457,435 | 1,457,435 | 1,457,435 | | Welfare Benefit(12) | — | — | 337,422 | 236,687 | — | | Executive Retirement Savings Plan(13) | 1,683,985 | 1,683,985 | 1,683,985 | 1,683,985 | 1,683,985 | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 47,837 | 47,837 | — | — | 63,782 | | Disability | — | — | — | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 6,723,542 | 7,777,552 | 7,896,479 | 6,893,591 | 11,692,839 |

  131. Potential Payments Upon Termination or Change in Control

    | Terri M. Kemp | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 900,000(16) | 900,000(16) | — | — | 1,200,000(17) | | Annual Incentive | 1,444,800(16) | 1,444,800(16) | 724,800(4) | 724,800(4) | 1,684,800(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 1,429,847 | 785,545 | 1,429,847 | | 2024 Performance Share Awards(6) | — | 224,023 | 224,023 | 224,023 | 336,031 | | 2024 Performance Unit Awards(7) | — | 236,250 | 236,250 | 236,250 | 354,375 | | 2025 Performance Share Awards(8) | — | 159,410 | 159,410 | 159,410 | 478,224 | | 2025 Performance Unit Awards(9) | — | 118,125 | 118,125 | 118,125 | 354,375 | | Other Benefits: | | | | | | | Retirement Plans(10) | 214,288 | 214,288 | 228,590 | 213,078 | 214,288 | | SERP(11) | 1,467,201 | 1,467,201 | 1,467,201 | 1,467,201 | 1,467,201 | | Welfare Benefit(12) | — | — | 247,823 | 188,007 | — | | Executive Retirement Savings Plan(13) | 1,610,376 | 1,610,376 | 1,610,376 | 1,610,376 | 1,610,376 | | Executive Deferred Compensation Plan(21) | 90,259 | 90,259 | 90,259 | 90,259 | 90,259 | | Health Care(19) | 52,583 | 52,583 | — | — | 70,111 | | Disability | — | — | — | — | — | | Life Insurance | — | — | — | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 5,799,507 | 6,537,315 | 6,536,704 | 5,817,074 | 9,319,887 |

  132. Potential Payments Upon Termination or Change in Control

    | Table of Contents | Executive Compensation Tables |

  133. Potential Payments Upon Termination or Change in Control

    | Tolga I. Oal | For Good Reason Resignation ($) | Without Cause Termination ($) | Disability Retirement(18) ($) | Retirement ($) | Termination Upon a Change in Control(1) ($) | | Compensation: | | | | | | | Severance | 900,000(16) | 900,000(16) | — | — | 1,200,000(17) | | Annual Incentive | 1,444,800(16) | 1,444,800(16) | 724,800(4) | — | 1,684,800(17) | | Long Term Incentives: | | | | | | | RSUs(5) | — | — | 1,634,108 | — | 1,634,108 | | 2024 Performance Share Awards(6) | — | 256,028 | 256,028 | — | 384,036 | | 2024 Performance Unit Awards(7) | — | 270,000 | 270,000 | — | 405,000 | | 2025 Performance Share Awards(8) | — | 182,185 | 182,185 | — | 546,542 | | 2025 Performance Unit Awards(9) | — | 135,000 | 135,000 | — | 405,000 | | Other Benefits: | | | | | | | Retirement Plans | — | — | — | — | — | | SERP | — | — | — | — | — | | Welfare Benefit | — | — | — | — | — | | Executive Retirement Savings Plan | — | — | — | — | — | | Executive Deferred Compensation Plan | — | — | — | — | — | | Health Care(19) | 38,211 | 38,211 | 63,685 | — | 50,948 | | Disability(22) | — | — | 3,203,911 | — | — | | Outplacement Services(20) | 20,000 | 20,000 | — | — | 30,000 | | Total | 2,403,011 | 3,246,224 | 6,469,717 | — | 6,340,434 |

  134. Notes to Termination Tables

    | Table of Contents | CEO Pay Ratio |

  135. Notes to Termination Tables

    | CEO Pay Ratio |

  136. Notes to Termination Tables

    | Table of Contents | Pay versus Performance |

  137. Notes to Termination Tables

    | Pay versus Performance Table |

  138. Notes to Termination Tables

    | Year | Summary Compensation Table Total for CEO (1) ($) | Compensation Actually Paid to CEO (2) ($) | Average Summary Compensation Table Total for Other NEOs (3) ($) | Average Compensation Actually Paid to Other NEOs (4) ($) | Cumulative TSR (5) ($) | Peer Group Cumulative TSR (6) ($) | Net Income (Loss) (7) (in millions) ($) | Adjusted Free Cash Flow (8) (in millions) ($) | | 2025 | 11,520,501 | 13,087,572 | 3,078,409 | 3,418,078 | 76.86 | 127.05 | (19.7) | 213.0 | | 2024 | 11,123,018 | 6,054,691 | 2,737,752 | 1,924,338 | 69.90 | 84.97 | 35.0 | 230.3 | | 2023 | 12,198,672 | 13,718,052 | 2,926,841 | 3,080,000 | 105.64 | 102.63 | (33.6) | 246.4 | | 2022 | 13,399,781 | 9,127,710 | 3,702,956 | 2,650,073 | 93.76 | 88.94 | 64.3 | 313.0 | | 2021 | 11,176,460 | 14,071,422 | 3,550,563 | 4,250,396 | 111.87 | 117.72 | 5.9 | 422.9 |

  139. Notes to Termination Tables

    | Table of Contents | Pay versus Performance |

  140. Financial Performance Measures

    | FINANCIAL MEASURES USED TO LINK NEO COMPENSATION ACTUALLY PAID TO COMPANY PERFORMANCE | | | | Adjusted EBITDA | Adjusted EBITDA Margin | Operational Cash Flow |

  141. Financial Performance Measures

    | Table of Contents | Pay versus Performance |

  142. Analysis of the Information Presented in the Pay versus Performance Table

    Analysis of the Information Presented in the Pay versus Performance Table In accordance with Item 402(v) of Regulation S-K, the following graphics describe the relationship between information presented in the Pay versus Performance Table.

  143. Analysis of the Information Presented in the Pay versus Performance Table

    | Table of Contents | Pay versus Performance |

  144. Analysis of the Information Presented in the Pay versus Performance Table

    | Table of Contents | Approval of Amended and Restated 2018 Omnibus Incentive Plan |

  145. Analysis of the Information Presented in the Pay versus Performance Table

    | Approval of Amended & Restated 2018 Omnibus Incentive Plan |

  146. Analysis of the Information Presented in the Pay versus Performance Table

    | Proposal 3: Approval of Dauch Corporation | | Amended and Restated | | 2018 Omnibus Incentive Plan |

  147. Other Proposals and Nominations

    | Pay versus Performance Table Financial Metric | Twelve Months Ended | | | | December 31, | | | | 2022 | 2021 | | Free Cash Flow and Adjusted Free Cash Flow: | (in millions) | | | Net cash provided by operating activities | $448.9 | $538.4 | | Purchases of property, plant and equipment | (171.4) | (181.2) | | Proceeds from sale of property, plant and equipment | 4.7 | 2.0 | | Free Cash Flow | $282.2 | $359.2 | | Restructuring and acquisition-related costs | 30.8 | 63.7 | | Adjusted Free Cash Flow | $313.0 | $422.9 |

  148. 2018 Omnibus Incentive Plan

    2018 Omnibus Incentive Plan ARTICLE 1. ESTABLISHMENT, PURPOSE AND DURATION 1.1Establishment. Dauch Corporation, a Delaware corporation, establishes an incentive compensation plan to be known as the Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan, as set forth in this document. This Plan permits the grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards and Other Stock-Based Awards. This Plan, as amended, shall become effective on April 30, 2026 (the “Effective Date”) and shall remain in effect as provided in Section 1.3. 1.2Purpose of this Plan. The purpose of this Plan is to foster and promote the long-term financial success of the Company and materially increase shareholder value by (a) motivating superior performance by means of performance-related incentives, (b) encouraging and providing for the acquisition of an ownership interest in the Company by Employees as well as Non-Employee Directors and (c) enabling the Company to attract and retain qualified and competent persons to serve as members of an outstanding management team and Board of Directors of the Company upon whose judgment, interest, and performance are required for the successful and sustained operations of the Company. 1.3Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall terminate ten (10) years from the Effective Date. After this Plan is terminated, no Awards may be granted, but Awards previously granted shall remain outstanding in accordance with their applicable terms and conditions and this Plan’s terms and conditions. ARTICLE 2. DEFINITIONS Whenever used in this Plan, the following terms shall have the meanings set forth below, and when the meaning is intended, the initial letter of the word shall be capitalized. 2.1 “Annual Award Limit” or “Annual Award Limits” have the meaning set forth in Section 4.3. 2.2 “Award” means, individually or collectively, a grant under this Plan of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance Units, Cash-Based Awards or Other Stock-Based Awards, in each case subject to the terms of this Plan. 2.3 “Award Agreement” means either (i) a written or electronic agreement entered into by the Company and a Participant setting forth the terms and provisions applicable to an Award granted under this Plan, including any amendment or modification thereof, or (ii) a written or electronic statement issued by the Company to a Participant describing the terms and provisions of such Award, including any amendment or modification thereof. The Committee may provide for the use of electronic, Internet or other non-paper Award Agreements, and the use of electronic, Internet or other non-paper means for the acceptance thereof and actions thereunder by a Participant. The Committee shall have the exclusive authority to determine the terms of an Award Agreement evidencing an Award granted under this Plan, subject to the provisions herein. The terms of an Award Agreement need not be uniform among all Participants or among similar types of Awards. 2.4 “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.

  149. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan |

  150. 2018 Omnibus Incentive Plan

    2.5 “Board” or “Board of Directors” means the Board of Directors of the Company. 2.6 “Cash-Based Award” means an Award, denominated in cash, granted to a Participant as described in Article 12. 2.7 “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and the applicable regulations and guidance promulgated thereunder and any successor or similar provision. 2.8 “Committee” means the Compensation Committee of the Board or a subcommittee thereof or any other committee designated by the Board to administer this Plan. The members of the Committee shall be appointed from time to time by and shall serve at the discretion of the Board. If the Committee does not exist or cannot function for any reason, the Board may take any action under this Plan that would otherwise be the responsibility of the Committee, in which case references to the “Committee” shall be deemed references to the Board. The Committee shall be constituted to comply with the requirements of Rule 16(b) of the Exchange Act and any applicable listing or governance requirements of any securities exchange on which the Shares are listed; provided, however, that, if any Committee member is found not to have met the qualification requirements of Section 16(b) of the Exchange Act, any actions taken or Awards granted by the Committee shall not be invalidated by such failure to so qualify. 2.9 “Change in Control” means any one of the following: (a) any person or entity, including a “group” as defined in Section 13(d)(3) of the Exchange Act other than the Company or a wholly owned Subsidiary thereof or any employee benefit plan of the Company or any of its Subsidiaries, becomes the beneficial owner of the Company’s securities having 30% or more of the combined voting power of the then outstanding securities of the Company that may be cast for the election of Directors of the Company (other than as a result of an issuance of securities initiated by the Company in the ordinary course of business); (b) as the result of, or in connection with, any cash tender or exchange offer, merger or other business combination, sale of assets or contested election, or any combination of the foregoing transactions, less than a majority of the combined voting power of the then outstanding securities of the Company or any successor corporation or entity entitled to vote generally in the election of the Directors of the Company or such other corporation or entity after such transaction are held in the aggregate by the holders of the Company’s securities entitled to vote generally in the election of Directors of the Company immediately prior to such transaction; (c) during any period of two consecutive years, individuals who at the beginning of any such period constitute the Board cease for any reason to constitute at least a majority thereof, unless the election, or the nomination for election by the Company’s stockholders, of each Director of the Company first elected during such period was approved by a vote of at least two-thirds of the Directors of the Company then still in office who were Directors of the Company at the beginning of any such period; or (d) the stockholders of the Company approve a plan of complete liquidation of the Company or the sale or disposition by the Company of all or substantially all of the Company’s assets, other than a liquidation of the Company into a wholly owned subsidiary. 2.10 “Common Stock” means the common stock of the Company, par value $0.01 per share, or such other class of share or other securities as may be applicable under Section 4.4 of this Plan. 2.11 “Company” means Dauch Corporation (f/k/a American Axle & Manufacturing Holdings, Inc.) and any successor thereto as provided in Section 23.23. 2.12 “Director” means any individual who is a member of the Board of Directors of the Company. 2.13 “Disability” means either of the following: (a) inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months; or (b) by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for

  151. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan |

  152. 2018 Omnibus Incentive Plan

    a continuous period of not less than 12 months, receiving income replacement benefits for a period of not less than 3 months under an accident and health plan covering Employees. 2.14 “Dividend Equivalent” has the meaning set forth in Article 18. 2.15 “Effective Date” has the meaning set forth in Section 1.1. 2.16 “Employee” means any individual performing services for the Company or a Subsidiary and designated as an employee of the Company or the Subsidiary on its payroll records. An Employee shall not include any individual during any period he or she is classified or treated by the Company or Subsidiary as an independent contractor, a consultant or an employee of an employment, consulting or temporary agency or any other entity other than the Company or Subsidiary, without regard to whether such individual is subsequently determined to have been, or is subsequently retroactively reclassified, as a common-law employee of the Company or Subsidiary during such period. An individual shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company or any Subsidiaries. For purposes of Incentive Stock Options, no such leave may exceed 90 days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company is not so guaranteed, then three months following the 91st day of such leave, any Incentive Stock Option held by a Participant shall cease to be treated as an Incentive Stock Option and shall be treated for tax purposes as a Nonqualified Stock Option. Neither service as a Director nor payment of a director’s fee by the Company shall be sufficient to constitute “employment” by the Company. 2.17 “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto and the regulations and guidance promulgated thereunder. 2.18 “Fair Market Value” or “FMV” means, with respect to a Share, the fair market value thereof as of the relevant date of determination, as determined in accordance with the valuation methodology approved by the Committee (based on objective criteria) from time to time. In the absence of any alternative valuation methodology approved by the Committee, Fair Market Value shall be deemed to be equal to the closing selling price of a Share on the trading day immediately preceding the date on which such valuation is made on the New York Stock Exchange (“NYSE”), or such established national securities exchange as may be designated by the Committee or, in the event that the Common Stock is not listed for trading on the NYSE or such other national securities exchange as may be designated by the Committee but is quoted on an automated system, in any such case, on the valuation date (or, if there were no sales on the valuation date, the average of the highest and lowest quoted selling prices as reported on said composite tape or automated system for the most recent day during which a sale occurred). The definition of FMV may differ depending on whether FMV is in reference to the grant, exercise, vesting, settlement or payout of an Award. 2.19 “Grant Date” means the date an Award is granted to a Participant pursuant to this Plan. 2.20 “Grant Price” means the price established at the time of grant of an SAR pursuant to Article 7. 2.21 “Incentive Stock Option” or “ISO” means an Award granted pursuant to Article 6 that is designated as an Incentive Stock Option and that is intended to meet the requirements of Code Section 422 or any successor provision. 2.22 “Insider” shall mean an individual who is, on the relevant date, an officer (as defined in Rule 16a-1(f) of the Exchange Act (or any successor provision)) or Director of the Company, or a more than 10% Beneficial Owner of any class of the Company’s equity securities that is registered pursuant to Section 12 of the Exchange Act, as determined by the Board in accordance with Section 16 of the Exchange Act. 2.23 “Non-Employee Director” means a Director who is not an Employee. 2.24 “Nonqualified Stock Option” or “NQSO” means an Award granted pursuant to Article 6 that is not intended to meet the requirements of Code Section 422, or that otherwise does not meet such requirements.

  153. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan |

  154. 2018 Omnibus Incentive Plan

    2.25 “Option” means an Award granted to a Participant pursuant to Article 6, which Award may be an Incentive Stock Option or a Nonqualified Stock Option. 2.26 “Option Price” means the price at which a Share may be purchased by a Participant pursuant to an Option. 2.27 “Other Stock-Based Award” means an equity-based or equity-related Award not otherwise described by the terms of this Plan that is granted pursuant to Article 12. 2.28 “Participant” means any eligible individual as set forth in Article 5 to whom an Award is granted. 2.29 “Performance Measures” means measures, as described in Article 14, upon which performance goals are based. 2.30 “Performance Period” means the period of time during which performance goals must be met in order to determine the degree of payout and/or vesting with respect to an Award. 2.31 “Performance Share” means an Award granted pursuant to Article 10. 2.32 “Performance Unit” means an Award granted pursuant to Article 11. 2.33 “Period of Restriction” means the period when Restricted Stock or Restricted Stock Units are subject to a substantial risk of forfeiture (based on the passage of time, the achievement of performance goals or upon the occurrence of other events as determined by the Committee, in its discretion) as provided in Articles 8 and 9. 2.34 “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof. 2.35 “Plan” means the Amended & Restated Dauch Corporation 2018 Omnibus Incentive Plan, as may be amended from time to time. 2.36 “Restricted Stock” means an Award granted pursuant to Article 8. 2.37 “Restricted Stock Unit” means an Award granted pursuant to Article 9. 2.38 “Retirement” means the Participant’s voluntary resignation at any time (i) after attaining age 65, (ii) after attaining age 55 but prior to age 65 with ten or more years of continuous service with the Company or a Subsidiary or (iii) after attaining age 60 but prior to age 65 with five or more years of continuous service with the Company or a Subsidiary. 2.39 “Share” means a share of Common Stock. 2.40 “Stock Appreciation Right” or “SAR” means an Award granted pursuant to Article 7. 2.41 “Subsidiary” means (i) a corporation or other entity (domestic or foreign) with respect to which the Company, directly or indirectly, has the power, whether through the ownership of voting securities, by contract or otherwise, to elect at least a majority of the members of such corporation’s board of directors or analogous governing body, or (ii) any other corporation or entity in which the Company, directly or indirectly, has an equity or similar interest and which the Committee designates as a Subsidiary for purposes of this Plan. 2.42 “Successor” has the meaning set forth in Section 23.23. 2.43 “Termination of Employment” means the termination of the Participant’s employment with the Company and the Subsidiaries, regardless of the reason for the termination of employment. 2.44 “Termination of Directorship” means the time when a Non-Employee Director ceases to be a Non-Employee Director for any reason, including, but not by way of limitation, a termination by resignation, failure to be elected or death. 2.45 “Third-Party Service Provider” means any consultant, agent, advisor or independent contractor who renders bona fide services to the Company or a Subsidiary that (a) are not in connection with the offer and sale of the Company’s securities in a capital raising transaction, (b) do not directly or indirectly promote or maintain a

  155. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan |

  156. 2018 Omnibus Incentive Plan

    market for the Company’s securities and (c) are provided by a natural person who has contracted directly with the Company or Subsidiary to render such services. ARTICLE 3. ADMINISTRATION 3.1General. The Committee shall be responsible for administering this Plan, subject to this Article 3 and the other provisions of this Plan. The Committee may employ attorneys, consultants, accountants, agents and other individuals, any of whom may be an Employee, and the Committee, the Company and its officers and Directors shall be entitled to rely upon the advice, opinions or valuations of any such individuals. No member of the Committee shall be liable for any action taken or not taken in reliance upon any such information and/or advice. All actions taken and all interpretations and determinations made by the Committee shall be made in its sole discretion and shall be final, binding and conclusive upon the Participants, the Company or Subsidiary, and all other interested individuals. 3.2Authority of the Committee. Subject to any express limitations set forth in this Plan, the Committee shall have full and exclusive discretionary power and authority to take such actions as it deems necessary and advisable with respect to the administration, interpretation and implementation of this Plan including, but not limited to, the following: (a)To determine from time to time which of the persons eligible under the Plan shall be granted Awards, when and how each Award shall be granted, what type or combination of types of Awards shall be granted, the provisions of each Award granted (which need not be identical), including the time or times when a person shall be permitted to receive Shares pursuant to an Award, and the number of Shares subject to an Award; (b)To construe and interpret this Plan and the Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Committee, in the exercise of this power, may correct any defect, omission or inconsistency in this Plan or in an Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make this Plan fully effective; (c)To approve forms of Award Agreements for use under this Plan; (d)To determine Fair Market Value of a Share in accordance with Section 2.18 of this Plan; (e)To amend this Plan, an Award or any Award Agreement after the date of grant subject to the terms of this Plan; (f)To adopt sub-plans and/or special provisions applicable to stock awards regulated by the laws of a jurisdiction other than and outside of the United States. Such sub-plans and/or special provisions may take precedence over other provisions of this Plan, but unless otherwise superseded by the terms of such sub-plans and/or special provisions, the provisions of this Plan shall govern; (g)To authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Board; (h)To determine whether Awards will be settled in Shares, cash or in any combination thereof; (i)To determine whether Awards will provide for Dividend Equivalents; (j)To establish a program whereby Participants designated by the Committee may elect to receive Awards under this Plan in lieu of compensation otherwise payable in cash; and (k)To impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by a Participant of any Shares, including, without limitation, restrictions under an insider trading policy and restrictions as to the use of a specified brokerage firm for such resales or other transfers. 3.3Delegation. To the extent not prohibited by applicable laws, rules and regulations, the Committee may delegate to (i) one or more of its members, (ii) one or more officers of the Company or any Subsidiary or (iii) one or more agents or advisors such administrative duties or powers as it may deem appropriate or advisable under such

  157. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan |

  158. 2018 Omnibus Incentive Plan

    conditions and limitations as the Committee may set at the time of such delegation or thereafter. The Committee or any individuals to whom it has delegated duties or powers as aforesaid may employ one or more individuals to render advice with respect to any responsibility the Committee or such individuals may have under this Plan. Notwithstanding the foregoing, the Committee may not delegate its authority (i) to make Awards to Employees (A) who are Insiders or (B) who are officers of the Company who are delegated authority by the Committee hereunder, or (ii) pursuant to Section 21 of this Plan. For purposes of this Plan, reference to the Committee shall be deemed to refer to any subcommittee, subcommittees or other persons or groups of persons to whom the Committee delegates authority pursuant to this Section 3.3. ARTICLE 4. SHARES SUBJECT TO THIS PLAN AND MAXIMUM AWARDS 4.1.Number of Shares Authorized and Available for Awards. Subject to adjustment as provided under the Plan, the maximum number of Shares that are available for Awards under this Plan shall be 22,600,000 Shares plus (i) any reserved Shares not issued or subject to outstanding grants under the Amended and Restated 2012 Omnibus Incentive Plan (the “Prior Plan”) on the Effective Date and (ii) the number of Shares underlying any award granted under the Prior Plan that expires, terminates or is canceled or forfeited and which the shares related thereto are again available for grant under the terms of the Prior Plan. Such Shares may be authorized and unissued Shares, Shares that have been reacquired by the Company, treasury Shares or any combination of the foregoing, as may be determined from time to time by the Board or by the Committee. Any of the authorized Shares may be used for any type of Award under this Plan, and any or all of the Shares may be allocated to Incentive Stock Options. 4.2.Share Usage. The number of Shares remaining available for issuance will be reduced by the number of Shares subject to outstanding Awards and, for Awards that are not denominated by Shares, by the number of Shares actually delivered upon settlement or payment of the Award. For purposes of determining the number of Shares that remain available for issuance under this Plan, the number of Shares related to an Award granted under this Plan that terminates by expiration, forfeiture, cancellation or otherwise without the issuance of the Shares, and are settled through the issuance of consideration other than Shares (including cash), shall be available again for grant under this Plan. The following Shares, however, shall not be available again for grant under this Plan; (a)Shares not issued or delivered as a result of net settlement of an outstanding Option or SAR; (b)Shares delivered to or withheld by the Company to pay the exercise price of or withholding taxes with respect to an Option or SAR; and (c)Shares repurchased with proceeds from the payment of the exercise price of an Option or SAR. 4.3.Annual Award Limits. Subject to adjustments pursuant to Section 4.4 and, in the case of Non-Employee Directors, Section 16.1: (a)the maximum number of Shares that may be issued pursuant to Options and SARs granted to any Participant in any calendar year shall be 4,000,000 Shares; and (b)the maximum number of Shares that may be paid to any Participant in any calendar year under an Award of Restricted Stock, Restricted Stock Units, Performance Shares or Other Stock Based Awards shall be 4,000,000 Shares, determined as of the date of grant. 4.4.Adjustments in Authorized Shares. Adjustment in authorized Shares available for issuance under this Plan or under an outstanding Award and adjustments in Annual Award Limits shall be subject to the following provisions: (a)In the event of any corporate event or transaction such as a merger, consolidation, reorganization, recapitalization, separation, reclassification, partial or complete liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, distribution of stock or property of the Company, combination of Shares, exchange of Shares, dividend in kind, extraordinary cash dividend, rights offering to purchase Shares at a price that is substantially below FMV, or any other similar corporate event or transaction (“Corporate Transactions”), the Committee, in order to

  159. 2018 Omnibus Incentive Plan

    | Table of Contents | Appendix B – Amended and Restated Dauch Corporation 2018 Omnibus Incentive Plan |

  160. 2018 Omnibus Incentive Plan

    preserve, but not increase, Participants’ rights under this Plan, shall substitute or adjust, as applicable, (1) the number and kind of Shares that may be issued under this Plan or under particular forms of Awards, (2) the number and kind of Shares subject to outstanding Awards (including by payment of cash to a Participant), (3) the Option Price or Grant Price applicable to outstanding Awards and (4) the Annual Award Limits and other value determinations applicable to outstanding Awards. The Committee, in its discretion, shall determine the methodology or manner of making such substitution or adjustment subject to applicable laws, rules and regulations. (b)In addition to the adjustments permitted under paragraph 4.4(a) above, the Committee, in its sole discretion, may make such other adjustments or modifications in the terms of any Award that it deems appropriate to reflect any Corporate Transaction, including, but not limited to, modifications of performance goals and changes in the length of Performance Periods, subject to the limitations set forth in Section 14.2. (c)The determination of the Committee as to the foregoing adjustments, if any, shall be conclusive and binding on Participants under this Plan. Unless otherwise determined by the Committee, such adjusted Awards shall be subject to the same restrictions and vesting or settlement schedule to which the underlying Award is subject. ARTICLE 5. ELIGIBILITY AND PARTICIPATION 5.1.Eligibility to Receive Awards. Individuals eligible to participate in this Plan include all Employees, Directors and Third-Party Service Providers. 5.2. Participation in this Plan. Subject to the provisions of this Plan, the Committee may, from time to time, select from all individuals eligible to participate in this Plan those individuals to whom Awards shall be granted and shall determine, in its sole discretion, the nature of any and all terms permissible by law and the amount of each Award. ARTICLE 6. STOCK OPTIONS 6.1Grant of Options. Options may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of an Option shall be evidenced by an Award Agreement, which shall specify whether the Option is in the form of a Nonqualified Stock Option or an Incentive Stock Option. 6.2Option Price. The Option Price for each grant of an Option shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement evidencing such Option; provided, however, the Option Price must be at least equal to 100% of the FMV of a Share as of the Option’s Grant Date, subject to adjustment as provided for under Section 4.4. 6.3Term of Option. The term of an Option granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no Option shall be exercisable later than the tenth anniversary date of its grant. If upon the expiration of the term of an Option (other than an Incentive Stock Option), a Participant is prohibited from trading in the Shares by applicable laws, rules or regulations or the Company’s insider trading plan as in effect from time to time, the term of the Option shall be automatically extended to the 30th day following the expiration of such prohibition; provided, however, that this provision shall not apply if prohibited by applicable laws, rules and regulations in effect from time to time. 6.4Exercise of Option. An Option shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. 6.5Payment of Option Price. An Option shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the Option is to be exercised, accompanied by full payment for the Shares. A condition of the issuance of the Shares as to which an Option shall be exercised shall be the payment of the Option Price.

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    The Option Price of any exercised Option shall be payable to the Company in accordance with one of the following methods: (a)in cash or its equivalent; (b)by tendering (either by actual delivery or attestation) previously acquired Shares having an aggregate Fair Market Value at the time of exercise equal to the Option Price; (c)by a cashless (broker-assisted) exercise in accordance with procedures authorized by the Committee from time to time; (d)through net share settlement or similar procedure involving the withholding of Shares subject to the Option with a value equal to the Option Price; (e)by any combination of (a), (b), (c) and (d); or (f)any other method approved or accepted by the Committee in its sole discretion. Unless otherwise determined by the Committee, all payments under all of the methods indicated above shall be paid in United States dollars or Shares, as applicable. 6.6Special Rules Regarding ISOs. The terms of any Incentive Stock Option (“ISO”) granted under this Plan shall comply in all respects with the provisions of Code Section 422, or any successor provision thereto, as amended from time to time. Notwithstanding any provision of the Plan to the contrary, an Option granted in the form of an ISO to a Participant shall be subject to the following rules: (a)Special ISO definitions: (i)“Parent Corporation” shall mean as of any applicable date a corporation in respect of the Company that is a parent corporation within the meaning of Code Section 424(e). (ii)“ISO Subsidiary” shall mean as of any applicable date any corporation in respect of the Company that is a subsidiary corporation within the meaning of Code Section 424(f). (iii)A “10% Owner” is an individual who owns stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or its Parent Corporation or any ISO Subsidiary. (b)Eligible Employees. An ISO may be granted solely to eligible Employees of the Company, Parent Corporation or ISO Subsidiary. (c)Specified as an ISO. An Award Agreement evidencing the grant of an ISO shall specify that such grant is intended to be an ISO. (d)Option Price. The Option Price for each grant of an ISO shall be determined by the Committee in its sole discretion and shall be specified in the Award Agreement; provided, however, the Option Price must be at least equal to 100% of the Fair Market Value of a Share as of the ISO’s Grant Date (in the case of 10% Owners, the Option Price may not be less than 110% of such Fair Market Value), subject to adjustment provided for under Section 4.4. (e)Right to Exercise. Any ISO granted to a Participant shall be exercisable during his or her lifetime solely by such Participant. (f)Exercise Period. The period during which a Participant may exercise an ISO shall not exceed ten years (five years in the case of a Participant who is a 10% Owner) from the date on which the ISO was granted. (g)Termination of Employment. In the event a Participant terminates employment due to death or Disability (as defined in Code Section 22(e)(3)), the Participant (or, in the case of death, the person(s) to whom the Option is transferred by will or the laws of descent and distribution) shall have the right to exercise the Participant’s ISO award during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of his death or Disability, as applicable; provided, however, that such period

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    may not exceed one year from the date of such termination of employment or, if shorter, the remaining term of the ISO. In the event a Participant terminates employment for reasons other than death or Disability, the Participant shall have the right to exercise the Participant’s ISO during the period specified in the applicable Award Agreement solely to the extent the Participant had the right to exercise the ISO on the date of such termination of employment; provided, however, that such period may not exceed three months from the date of such termination of employment or, if shorter, the remaining term of the ISO. (h)Dollar Limitation. To the extent that the aggregate Fair Market Value of (i) the Shares with respect to which Options designated as Incentive Stock Options plus (ii) the shares of stock of the Company, Parent Corporation and any ISO Subsidiary with respect to which other Incentive Stock Options are exercisable for the first time by a holder of such Incentive Stock Options during any calendar year under all plans of the Company and ISO Subsidiary exceeds $100,000, such Options shall be treated as Nonqualified Stock Options. For purposes of the preceding sentence, Options shall be taken into account in the order in which they were granted, and the Fair Market Value of the Shares shall be determined as of the time the Option or other incentive stock option is granted. (i)Duration of Plan. No ISO may be granted more than ten years after the earlier of (a) adoption of this Plan by the Board and (b) the Effective Date. (j)Notification of Disqualifying Disposition. If any Participant shall make any disposition of Shares issued pursuant to the exercise of an ISO, such Participant shall notify the Company of such disposition within 30 days thereof. The Company shall use such information to determine whether a disqualifying disposition as described in Code Section 421(b) has occurred. (k)Transferability. No ISO may be sold, transferred, pledged, assigned or otherwise alienated or hypothecated other than by will or by the laws of descent and distribution; provided, however, that, at the discretion of the Committee, an ISO may be transferred to a grantor trust under which Participant making the transfer is the sole beneficiary. ARTICLE 7. STOCK APPRECIATION RIGHTS 7.1Grant of SARs. SARs may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of SARs shall be evidenced by an Award Agreement. 7.2Grant Price. The Grant Price for each grant of an SAR shall be determined by the Committee and shall be specified in the Award Agreement evidencing the SAR; provided, however, the Grant Price must be at least equal to 100% of the FMV of a Share as of the Grant Date, subject to adjustment as provided for under Section 4.4. 7.3Term of SAR. The term of an SAR granted to a Participant shall be determined by the Committee, in its sole discretion; provided, however, no SAR shall be exercisable later than the tenth anniversary date of its grant. 7.4Exercise of SAR. A SAR shall be exercisable at such times and be subject to such restrictions and conditions as the Committee shall in each instance approve, which terms and restrictions need not be the same for each grant or for each Participant. 7.5Notice of Exercise. A SAR shall be exercised by the delivery of a notice of exercise to the Company or an agent designated by the Company in a form specified or accepted by the Committee, or by complying with any alternative procedures that may be authorized by the Committee, setting forth the number of Shares with respect to which the SAR is to be exercised. 7.6Settlement of SARs. Upon the exercise of a SAR, pursuant to a notice of exercise properly completed and submitted to the Company in accordance with Section 7.5, a Participant shall be entitled to receive payment from the Company in an amount equal to the product of (a) and (b) below: (a)The excess of the Fair Market Value of a Share on the date of exercise over the Grant Price. (b)The number of Shares with respect to which the SAR is exercised.

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    Payment shall be made in cash, Shares or a combination thereof as specified in the Award Agreement. ARTICLE 8. RESTRICTED STOCK 8.1Grant of Restricted Stock. Restricted Stock may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. Each grant of Restricted Stock shall be evidenced by an Award Agreement. 8.2Nature of Restrictions. Each grant of Restricted Stock shall subject to a Restriction Period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following: (a)A requirement that a Participant pay a stipulated purchase price for each Share of Restricted Stock; (b)Restrictions based upon the achievement of specific performance goals; (c)Time-based restrictions on vesting following the attainment of the performance goals; (d)Time-based restrictions; and/or (e)Restrictions under applicable laws and restrictions under the requirements of any stock exchange or market on which such Shares are listed or traded. 8.3Issuance of Shares. To the extent deemed appropriate by the Committee, the Company may retain the certificates representing Shares of Restricted Stock in the Company’s possession until such time as all conditions or restrictions applicable to such Shares have been satisfied or lapse. Shares of Restricted Stock covered by each Restricted Stock grant shall become freely transferable by the Participant after all conditions and restrictions applicable to such Shares have been satisfied or lapsed (including satisfaction of any applicable tax withholding obligations). 8.4Shareholder Rights. Unless otherwise determined by the Committee and set forth in a Participant’s applicable Award Agreement, to the extent permitted or required by law, a Participant holding Shares of Restricted Stock granted hereunder shall be granted full rights as a shareholder (including voting rights) with respect to those Shares during the Period of Restriction. ARTICLE 9. RESTRICTED STOCK UNITS 9.1.Grant of Restricted Stock Units. Restricted Stock Units may be granted to Participants in such number, and upon such terms, and at any time and from time to time as shall be determined by the Committee, in its sole discretion. A grant of a Restricted Stock Unit or Restricted Stock Units shall not represent the grant of Shares but shall represent a promise to deliver a corresponding number of Shares or the value of each Share based upon the completion of service, performance conditions or such other terms and conditions as specified in the applicable Award Agreement over the Restriction Period. Each grant of Restricted Stock Units shall be evidenced by an Award Agreement. 9.2.Nature of Restrictions. Each grant of Restricted Stock Units shall be subject to a Restriction Period that shall lapse upon the satisfaction of such conditions and restrictions as are determined by the Committee in its sole discretion and set forth in an applicable Award Agreement. Such conditions or restrictions may include, without limitation, one or more of the following: (a)A requirement that a Participant pay a stipulated purchase price for each Restricted Stock Unit; (b)Restrictions based upon the achievement of specific performance goals; (c)Time-based restrictions on vesting following the attainment of the performance goals; (d)Time-based restrictions; and/or

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    (e)Restrictions under applicable laws or under the requirements of any stock exchange on which Shares are listed or traded. 9.3.Settlement and Payment of Restricted Stock Units. Unless otherwise elected by the Participant or otherwise provided for in the Award Agreement, Restricted Stock Units shall be settled upon the date such Restricted Stock Units vest. Such settlement may be made in Shares, cash or a combination thereof, as specified in the Award Agreement. ARTICLE 10. PERFORMANCE SHARES 10.1Grant of Performance Shares. Performance Shares may be granted to Participants in such number, and upon such terms and at any time and from time to time, as shall be determined by the Committee, in its sole discretion. Each grant of Performance Shares shall be evidenced by an Award Agreement. 10.2Value of Performance Shares. Each Performance Share shall have an initial value equal to the Fair Market Value of a Share on the Grant Date. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, shall determine the number of Performance Shares that shall be paid to a Participant. 10.3Earning of Performance Shares. After the applicable Performance Period has ended, the number of Performance Shares earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee. 10.4Form and Timing of Payment of Performance Shares. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Shares in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any Shares paid to a Participant under this Section 10.4 may be subject to any restrictions deemed appropriate by the Committee. ARTICLE 11. PERFORMANCE UNITS 11.1Grant of Performance Units. Subject to the terms and provisions of this Plan, Performance Units may be granted to a Participant in such number, and upon such terms and at any time and from time to time, as shall be determined by the Committee, in its sole discretion. Each grant of Performance Units shall be evidenced by an Award Agreement. 11.2Value of Performance Units. Each Performance Unit shall have an initial notional value equal to a dollar amount determined by the Committee, in its sole discretion. The Committee shall set performance goals in its discretion that, depending on the extent to which they are met over the specified Performance Period, will determine the number of Performance Units that shall be settled and paid to the Participant. 11.3Earning of Performance Units. After the applicable Performance Period has ended, the number of Performance Units earned by the Participant over the Performance Period shall be determined as a function of the extent to which the applicable corresponding performance goals have been achieved. This determination shall be made solely by the Committee. 11.4Form and Timing of Payment of Performance Units. The Committee shall pay at the close of the applicable Performance Period, or as soon as practicable thereafter, any earned Performance Units in the form of cash or in Shares or in a combination thereof, as specified in a Participant’s applicable Award Agreement. Any Shares paid to a Participant under this Section 11.4 may be subject to any restrictions deemed appropriate by the Committee. ARTICLE 12. OTHER STOCK-BASED AWARDS AND CASH-BASED AWARDS