DEF 14A of DANA Inc
Filed Mar 14, 2025 · FY20240001140361-25-008727
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| Name | Age as of February 25, 2025 | Principal Occupation and Business Experience During Past 5 Years | Executive Officer | | Byron S. Foster | 56 | Senior Vice President and President, Light Vehicle Systems (since July 2021), Senior Vice President and Chief Commercial, Marketing and Communications Officer (February 2021 to July 2021), Dana Incorporated. Prior to joining Dana, Mr. Foster was Chief Executive Officer at Shield T3, LLC (September 2020 to February 2021) and Executive Vice President, Seating at Adient plc (October 2016 to February 2019). | 2021 - Present | | Timothy R. Kraus | 56 | Senior Vice President and Chief Financial Officer (since December 2021), Senior Vice President of Finance and Treasurer (January 2017 to December 2021), Vice President of Finance and Treasurer (December 2016 to January 2017), Dana Incorporated. | 2021 - Present | | Douglas H. Liedberg | 57 | Senior Vice President, General Counsel and Secretary, Chief Compliance and Sustainability Officer (since January 2020), Senior Vice President, General Counsel and Secretary, Chief Compliance Officer (since May 2017), Associate General Counsel (November 2008 to April 2017), Dana Incorporated. | 2017 - Present | | R. Bruce McDonald | 64 | Mr. McDonald, 64, has served as interim Chairman of the Board of Directors, President and Chief Executive Officer of Dana Incorporated since November 2024. He also has served as a director on Dana’s Board of Directors since 2014. Previously, Mr. McDonald served as Chairman and Chief Executive Officer (October 2016 to June 2018), Adient plc, a global automotive supplier. Mr. McDonald was Executive Vice President and Vice Chairman (September 2014 to October 2016), Executive Vice President and Chief Financial Officer (2005 to September 2014), Assistant Chief Financial Officer (2004) and Vice President, and Vice President and Corporate Controller (November 2001 to 2005) of Johnson Controls, Inc., a global manufacturer of automotive, power and building solutions. Mr. McDonald currently serves as chairman of the board of directors of Andrew Peller Limited. Mr. McDonald’s extensive experience as Chairman and CEO of a global automotive parts supplier as well as his former roles as Vice Chairman and Chief Financial Officer of a global manufacturer provides him with an informed understanding of the financial issues and risks that affect Dana. Additionally, Mr. McDonald’s international experience provides the Board with a global perspective helping our Board identify business opportunities and manage risks. | 2024 - Present | | Brian K. Pour | 53 | Senior Vice President and President, Commercial Vehicle Systems (since July 2024), Dana Incorporated. Prior to joining Dana, Mr. Pour was President and Chief Executive Officer (September 2017 to July 2024) at Auria Solutions (a global supplier of automotive flooring, acoustical, thermal, and aerodynamic solutions). | 2024 - Present |
Dana’s Compensation Philosophy
| ✓ | Reward performance – A substantial percentage of executive pay is performance-based and therefore at risk. Our pay programs reflect our “pay-for-performance” culture that aligns incentives with shareholder interests. | ✓ | Drive ownership mentality – We require executives to personally invest in Dana’s success through stock ownership guidelines that require executives to own a significant amount of our stock. | | ✓ | Emphasize long-term incentive compensation – We share a portion of the value created for shareholders with those responsible for the results through our performance-based long-term incentive compensation plans. Performance Shares reward executives for delivering long-term profitability and cash flow performance. | ✓ | Retain, reward and attract the best talent to achieve superior results – To consistently outperform our competitors, it is crucial that we retain and recruit superior talent capable of driving superior results. We have structured our compensation program to motivate and reward these results. |
Dana’s Executive Compensation Practices
| | What We Do | | What We Don’t Do | | ► | Base half of our long-term compensation on the achievement of objective, pre-established goals tied to financial, operational, and strategic measures. | ► | No excise tax gross ups. | | ► | Award incentive compensation based on objective measures. | ► | No excessive perquisites. | | ► | Apply leading practice stock ownership guidelines. | ► | No hedging or pledging of Dana stock. | | ► | Maintain a robust clawback policy, compliant with rules established by the SEC and NYSE, to recapture unearned incentive payments in the event of a restatement of our financial results, in addition to the ability to recoup equity awards if an executive engages in detrimental activities. | ► | No excessive change-in-control or executive severance provisions. | | ► | Retain an independent compensation consultant. | ► | No payment of dividends or dividend equivalents on unvested awards. | | ► | Include double-trigger vesting of severance payments upon a change in control. | ► | No enhanced benefits for retirements. |
Compensation Peer Group
Compensation Peer Group One of the factors our Compensation Committee uses in setting executive compensation is an evaluation of how our target compensation and benefits levels compare with those of similarly situated executives at companies that comprise our executive compensation peer group (Peer Group). Dana’s philosophy for senior executive pay, including NEO pay, is to target the median of our Peer Group and general industry market data as provided by the Compensation Committee’s independent compensation consultant. In addition to market data, other factors, such as an individual’s experience, tenure in the role, responsibilities, and long-term strategic value to Dana are also considered when making recommendations and decisions on compensation. The Peer Group used for benchmarking executive pay for all NEOs is made up of companies that are:
Compensation Peer Group
| ► | in similar industries where Dana competes for talent, customers and capital including automotive parts and equipment, high-tech industrial, construction and farm machinery, heavy trucks and other durable goods manufacturers, |
Compensation Peer Group
| ► | of similar size (as measured by annual revenue), with a range of approximately 1/3rd to 3x Dana’s revenue that results in a median revenue close to Dana’s, and |
Compensation Peer Group
| ► | of similar complexity to Dana (e.g., multi-country and multi-segment with an emphasis on technology). |
Compensation Peer Group
The Peer Group is reviewed annually by the Compensation Committee and modifications are made to ensure each company in the group meets the above comparison criteria. The 22 companies shown in the table below comprised our 2024 Peer Group:
Compensation Peer Group
| Adient plc | Illinois Tool Works Inc. | | Allison Transmission Holdings, Inc. | Ingersoll-Rand Inc. | | American Axle & Manufacturing Holdings, Inc. | LCI Industries | | Aptiv PLC | Lear Corporation | | BorgWarner Inc. | Oshkosh Corporation | | Dover Corporation | Parker-Hannifin Corporation | | Eaton Corporation plc | Rockwell Automation, Inc. | | Emerson Electric Co. | Terex Corporation | | Flowserve Corporation | The Timken Company | | Fortive Corporation | Trane Technologies plc | | The Goodyear Tire & Rubber Company | Visteon Corporation |
Compensation Peer Group
The Compensation Committee, after review with its independent compensation consultant, determined that all but one company comprising the 2023 Peer Group continued to meet the comparison criteria. With its acquisition of Meritor, Cummins’ annual revenue is now outside the range for similar companies as described above and was removed from the Peer Group. Also, Allison Transmission was added as a direct business comparator and its addition to the Peer Group helps balance the industry and market composition of the group.
Pay for Performance
| Realizable Pay and Performance Measurement | | | Realizable Pay is defined as the sum of three-year averages of base salary, annual incentive payouts and paper gains of long-term incentives, including values for the “in-the-money” portion of options (if applicable), all restricted share/unit grants, the target value of performance plans where actual performance is unknown and actual awards for performance awards with known payouts. | Note that this definition differs from that of summary compensation table pay, which represents the grant-date fair value of the long-term incentive awards. To evaluate and compare our performance with our Peer Group companies, we used an equally weighted composite of free cash flow growth, EBITDA growth, return on invested capital and revenue growth, which are commonly accepted key financial metrics. |
Elements of the 2024 Executive Compensation Program
| COST TO DANA | ELEMENT | KEY CHARACTERISTICS | | WHY WE PAY THIS ELEMENT | | DETERMINING FACTORS | | | FIXED | Base salary | ► | Fixed compensation payable in cash. Reviewed annually and adjusted when appropriate. | ► | Provide base level of competitive cash compensation for retaining and attracting executive talent. | ► | Experience, job scope, market data and individual performance. | | VARIABLE | Annual cash incentive award | ► | Variable compensation payable in cash based on performance-related financial and individual goals. | ► | Incentivize high performance levels and reward short-term consolidated and individual performance. | ► | Corporate funding pool is based 80% on three financial performance metrics (Adjusted EBITDA, Adjusted Free Cash Flow and Net New Business, weighted 32%, 32% and 16%, respectively) aligned with the annual operating plan, and 20% on individual performance goals tied to the delivery of strategic and other objectives. | | | Performance share awards (PSAs) | ► | PSAs vest after a three-year performance period based on achieving financial and shareholder return metrics. | ► | Align the interests of senior executives with those of shareholders around long-term value creation and executive talent retention. | ► | Target awards based on job scope, market data and individual performance. | | | | | | ► | Minimize short-term risk-taking behaviors in the interest of positive long-term results. | ► | Payouts are earned based on performance associated with specified growth-based financial metrics (Pre-tax Return on Invested Capital (40% weighting)) and Adjusted Free Cash Flow growth (40% weighting) relative to initial baseline targets) and Relative Total Shareholder Return over a three-year period (20% weighting). | | | Restricted stock units (RSUs) | ► | RSUs generally vest ratably on the first, second and third anniversary of the grant date. | ► | Increase long-term equity ownership and focus executives on providing shareholders with superior investment returns. | ► | Target award based on job scope, market data and individual performance. | | | | | | ► | Vesting terms and ownership guidelines promote retention and a strong linkage to the long-term interests of shareholders. | | |
Annual Performance-Based Cash Incentive
Annual Performance-Based Cash Incentive The Dana Annual Incentive Plan (AIP) is a cash-based annual bonus plan intended to motivate and reward employees based on Dana’s consolidated financial results as well as individual performance that drives shareholder value. The AIP covers approximately 4,100 employees, including our NEOs, with the exception of Mr. McDonald who does not participate in the Dana AIP. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO as a percentage of base salary for the upcoming performance period. The NEOs may earn from 0% to 200% of their target incentive opportunity. The annual incentive payout is weighted 80% on consolidated financial metrics and 20% on individual performance goals focused on driving strategic, operational, and other priorities of the business. The 2024 AIP target payout opportunities with respect to our NEOs are shown in the table below:
Annual Performance-Based Cash Incentive
| NEO | AIP Target Opportunity (% of Base Salary) | | James K. Kamsickas | 150% | | Timothy R. Kraus | 100% | | Byron S. Foster | 75% | | Brian K. Pour | 75% | | Douglas H. Liedberg | 75% | | Jeroen Decleer | 70% |
Annual Performance-Based Cash Incentive
Following a Peer Group compensation benchmarking review and an evaluation of our NEOs’ respective roles and responsibilities, the Compensation Committee approved an increase to the AIP target opportunity for Mr. Decleer from (65% to 70%) effective with the 2024 plan year. All other target opportunities were left unchanged. 2024 AIP performance was based on the four key metrics shown in the table below. The plan was designed to reward the achievement of performance goals at the consolidated and individual levels. Net New Business, defined as future revenue growth based on the net value of awarded customer programs, was added as a performance metric for the 2024 plan year. The metric was added to the plan to incentivize revenue growth irrespective of propulsion source, replacing the Electrification Sales metric. Each of the three financial performance metrics have been added to the plan to drive enhanced profitability, free cash flow generation and revenue growth, which are key value drivers of our business. The respective weights assigned to each metric are shown in the table and reflect the relative importance of each metric in driving the achievement of our strategic objectives.
Annual Performance-Based Cash Incentive
| Annual Incentive Plan Metrics | 2024 Weighting | | | | Financial Performance Metrics | | | | | Adjusted EBITDA | 40% | } | 80% | | Adjusted Free Cash Flow | 40% | | | | Net New Business | 20% | | | | Individual Performance Goals | | | 20% |
Annual Performance-Based Cash Incentive
The Adjusted EBITDA and Adjusted Free Cash Flow measures used in our publicly reported financial results form the basis of the performance metrics that are components of our AIP. Adjustments to EBITDA generally include equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefits costs and other adjustments not related to our core operations (e.g., gains or losses on debt extinguishment, pension settlements, divestitures and impairments, etc.). Adjustments to Free Cash Flow include discretionary pension contributions. For the purpose of calculating the annual incentive award, an adjustment is made to remove the effects of currency exchange rate fluctuations on Adjusted EBITDA and Adjusted Free Cash Flow, which may have a significant impact on our financial results given our global footprint, and which is not within management’s control. An additional adjustment is made to Adjusted Free Cash Flow performance to reflect favorable and unfavorable capital expenditure variances versus budgeted amounts relating to our electric vehicle investments.
Company Financial Metrics
| Dana’s financial performance makes up 80% of the overall AIP award for the NEOs and is measured using three financial metrics: Adjusted EBITDA, Adjusted Free Cash Flow and Net New Business, weighted 40%, 40% and 20% respectively. We believe these metrics are appropriate measures of our underlying earnings, align with our business enterprise strategy and our external financial reporting commitments, and drive shareholder value. The remaining 20% is based on individual performance goals. | |
Company Financial Metrics
To determine the payout level for annual incentive awards, for 2024 performance, each financial goal is measured against specified targets with a performance range. Those performance ranges allow for a 100% payout along a performance continuum. Each of the three financial metric targets was based on achieving a level of performance which, at the time, was anticipated to be challenging but attainable, including consideration of the investment required for the development of electrified products. The threshold level was set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievement and reflecting performance at which the Compensation Committee believed a 200% target award would be warranted.
AIP Performance
AIP Performance Weighting, target performance, actual performance and the payout associated with each of the 2024 AIP metrics are shown in the table below. Metric weightings and performance ranges approved by the Compensation Committee are intended to complement the rigor inherent in our business planning and target-setting processes by further incentivizing the attainment of exceptional performance outcomes.
AIP Performance
| AIP Performance Metrics | Weight | Threshold | Target | Maximum | Actual | Payout (% of Target) | | Adjusted EBITDA | 40% | $786M | $925M | $1,018M | $879M | 83.3% | | Adjusted Free Cash Flow | 40% | ($89)M | $50M | $143M | $24M | 90.7% | | Net New Business(1) | 20% | $243M | $485M | $790M | $481M | 103.7% | | Weighted Payout for Financial Metrics | | | | | | 90.3% |
AIP Performance
| (1) Net New Business metric performance is weighted by business unit, measured independently and weighted results summed to determine the actual payout. As a result, the payout earned may exceed 100% despite performance below the target shown. |
Individual Performance Goals
Individual Performance Goals
Individual Performance Goals
| Each NEO’s individual performance makes up 20% of their overall AIP award. For 2024, each executive leader, including our NEOs, was accountable for individual goals focused on driving specific priorities such as, but not limited to, employee safety commitments, quality performance, sales growth and other customer-centric objectives, financial performance, operational efficiencies and continuous improvement initiatives, sustainability actions and execution of our overall business strategy. | |
Individual Performance Goals
The Compensation Committee reviews the strategic, operational and other individual performance goals for the Chairman and CEO and other NEOs. The Chairman and CEO sets forth each of the other NEO’s individual goals (and the weighting of each goal), subject to approval by the Compensation Committee. The Compensation Committee sets the individual goals and weighting of each goal for the Chairman and CEO. In recognition of their support during the CEO transition and successful contributions expeditiously road mapping Dana’s $300 million cost reduction initiative, Messrs. Kraus, Foster, Pour and Liedberg were each awarded the maximum 200% for the individual performance goals component of the AIP (from a range of 0% - 200%). The individual performance component for Mr. Kamsickas and Mr. Decleer were paid at target. As noted above, Mr. McDonald does not participate in the AIP.
2024 Annual Incentive Plan Results
2024 Annual Incentive Plan Results The annual incentive payments for our NEOs under the 2024 AIP, based on financial and individual performance described above, are shown in the following table.
2024 Annual Incentive Plan Results
| NEO | 2024 Award | | James K. Kamsickas | $1,907,984 | | Timothy R. Kraus | $897,920 | | Byron S. Foster | $555,588 | | Brian K. Pour | $526,125 | | Douglas H. Liedberg | $521,916 | | Jeroen Decleer | $371,030(1) |
2024 Annual Incentive Plan Results
| (1) Mr. Decleer’s compensation was generally denominated in euros and was converted to U.S. dollars using a year-end average exchange rate of 1.081721 U.S. dollars per euro. The Compensation Committee approved a payment of $371,030 upon Mr. Decleer’s death, reflecting his target opportunity under the 2024 Annual Incentive Plan. |
2024 Annual Incentive Plan Results
The performance and payout range (threshold, target and maximum incentive opportunity) of annual cash incentives for each of our NEOs is provided in the table titled “Grants of Plan-Based Awards”. The actual award paid, as shown in the table above, is also provided in the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” below.
Long-Term Incentive Program
Long-Term Incentive Program We believe that Dana’s long-term performance is driven through an ownership culture that rewards executives for creating and maximizing shareholder value. Our Long-Term Incentive Program (LTIP) provides participants, including our NEOs, with incentive awards that serve an important role by balancing short-term goals with long-term shareholder value creation while minimizing risk-taking behaviors that could negatively affect long-term results. The Compensation Committee approves the amount of the annual long-term incentive award, which is based on a percentage of the NEO’s base salary. Each NEO’s award opportunity is based on a target dollar value (determined prior to the beginning of the performance period) assigned to his or her position based on market comparisons for similar positions, using both Peer Group and general industry market data. Following its market data review for 2024, the Compensation Committee approved increases to certain executives’ LTIP target opportunities to maintain alignment with long-term incentive opportunities afforded executives of the companies in Dana’s Peer Group. Increases were approved for Mr. Kamsickas (from 700% to 725% of base salary), Mr. Kraus (from 275% to 300% of base salary) and Mr. Liedberg (from 200% to 215% of base salary). Increases were provided to maintain positioning at the mid-point of the range of compensation peers and also in consideration of each executive’s tenure in their role. Mr. Pour’s target opportunity was set at 225% upon his hiring. All other target opportunities were left unchanged. Mr. McDonald received an award of restricted stock unit (RSUs) under the terms of his offer letter upon being named interim Chairman and CEO, described in the “Summary Compensation Table”. The annual LTIP award was delivered through two vehicles, one half of the total target value in the form of performance share awards (PSAs) and the other half through restricted stock units (RSUs). We believe both PSAs and RSUs are forms of performance-based incentive compensation because PSAs vest based on performance against financial metrics associated with profitability, cash flow and shareholder return consistent with our long-term financial and strategic objectives while providing direct alignment with shareholder interests and the value of RSUs fluctuates based on stock price performance. As described in the footnotes to the “Summary Compensation Table”, and the table titled “Stock Vested During Fiscal Year”, upon Mr. Decleer’s death in 2024, in consideration of his 20 years of service and contributions to Dana, the Compensation Committee approved the vesting of all of his unvested restricted stock units (RSUs) and performance share awards (PSAs), reflecting approximately $806,813 in total value with PSAs valued at target.
Performance Shares
Performance Shares The LTIP is designed to provide PSAs to a select group of senior executives, including our NEOs, with the exception of Mr. McDonald, whose award upon being named interim Chairman and CEO consisted of receiving only a grant of RSUs due to the interim nature of his appointment, precluding him from participation in the full performance period. PSAs are tied to the achievement of financial performance measures, Pre-tax Return on Invested Capital (“ROIC”) (40% weighting), Adjusted Free Cash Flow (40% weighting), and Total Shareholder Return relative to the S&P 1500 Autos & Components index (“Relative TSR”) (20% weighting). While Adjusted EBITDA is a key performance metric driving the achievement of our strategic objectives, we recognized that its inclusion in both our short and long-term incentive plans was redundant and removed the metric from our LTIP. We added ROIC as a new metric in the 2024 LTIP to provide an enhanced focus on the Company’s balance sheet and the efficient allocation of capital. Adjusted Free Cash Flow was retained in both the short and long-term plans because of the importance this metric plays in the successful execution of our strategy. Each metric is measured over a three-year performance period (2024-2026) and PSAs can be earned from 0% to 200% of target opportunity. This combination of metrics incentivizes performance associated with profitability, cash flow and shareholder return and is intended to drive execution of our long-term financial and strategic objectives while aligning with investor interests. The value of performance shares is also tied to Dana’s stock price performance, which further aligns the executives’ interests with those of shareholders. The target opportunities of the 2024 PSAs for the NEOs are shown in the table below:
Performance Shares
| NEO | PSA 2024 Target Award Opportunity (# shares) | | James K. Kamsickas | 378,129 | | Timothy R. Kraus | 90,771 | | Byron S. Foster | 59,909 | | Brian K. Pour | 58,788 | | Douglas H. Liedberg | 50,416 | | Jeroen Decleer | 34,731 |
Restricted Stock Units
Restricted Stock Units The other half of the LTIP design consists of RSU awards. We use RSUs to motivate and reward executives for improving long-term stock value and to serve as a retention tool. RSUs are generally granted in February to approximately 175 senior management employees, including our NEOs, and vest ratably on the first, second and third anniversary of the grant date, provided the recipient remains employed by Dana when the awards vest. RSUs awarded to Mr. McDonald upon being named interim Chairman and CEO vest on the one-year anniversary of the grant date and are subject to continued service on the Board and the terms of the applicable equity compensation plans and documents (see “CEO Employment Agreements” section later in this document for additional details). The RSUs awarded in 2024 to the NEOs are shown in the table below.
Restricted Stock Units
| NEO | Number of RSUs Awarded in 2024 | | R. Bruce McDonald | 1,217,798 | | James K. Kamsickas | 378,129 | | Timothy R. Kraus | 90,771 | | Byron S. Foster | 59,909 | | Brian K. Pour | 58,789 | | Douglas H. Liedberg | 50,416 | | Jeroen Decleer | 34,731 |
Restricted Stock Units
Equity awards granted to each of our NEOs are shown in the “Grants of Plan-Based Awards” table and “Summary Compensation Table” below.
2022 Performance Share Plan
2022 Performance Share Plan December 31, 2024 marked the end of the three-year performance period for the 2022 PSAs. The performance metrics, performance payout ranges, and target growth criteria for these awards were set and approved by the Compensation Committee in February 2022. Under the 2022 LTIP, the number of performance shares that vest and could be earned by the NEOs (other than for Mr. McDonald and Mr. Pour as neither Mr. McDonald nor Mr. Pour held any 2022 PSAs) was based on the level of achievement associated with two Company financial metrics, Adjusted EBITDA and Adjusted Free Cash Flow, and a third performance metric, Relative Total Shareholder Return (TSR), compared to a peer group index. The initial performance targets for Adjusted EBITDA and Adjusted Free Cash Flow were established by the Compensation Committee at the beginning of the three-year performance period in alignment with our 2022 operating plan. Targets for the second and third years of the performance period were set based on the actual performance of the prior year and applying a predetermined level of growth for each metric in the following year. In each year of the plan, measurement against that year’s targets determined the number of performance shares earned during the year and banked for distribution at the end of the performance period. Target Relative TSR was also established at the beginning of the performance period, with Company TSR performance relative to the performance of the S&P 1500 Autos & Components index at the end of the performance period determining the number of performance shares earned for the metric. The table below summarizes the results of the 2022 performance share plan.
2022 Performance Share Plan
| | 2022-2024 Targets | | | | Actual Performance | Percentage Achievement | | Performance Metrics | Weight | Threshold | Target | Maximum | | | | Adjusted EBITDA | 40% | | | | | | | ► 2022 Performance Year | | $760M | $950M | $1,140M | $700M | 0.0% | | ► 2023 Performance Year | | $596M | $745M | $894M | $845M | 22.3% | | ► 2024 Performance Year | | $712M | $890M | $1,068M | $887M | 13.1% | | Adjusted Free Cash Flow | 40% | | | | | | | ► 2022 Performance Year | | $248M | $310M | $372M | $209M | 0.0% | | ► 2023 Performance Year | | $187M | $234M | $281M | ($25)M | 0.0% | | ► 2024 Performance Year | | $0M | $0M | $0M | $74M | 26.7% | | Relative TSR (percentile) | 20% | 25th | 50th | 75th | 26th | 5.7% | | Weighted Payout: | | | | | | 67.8% |
2022 Performance Share Plan
| NEO | Performance Shares Target Award (# shares) | Performance Share Payout (# shares) | | James K. Kamsickas | 199,041 | 134,948 | | Timothy R. Kraus | 33,452 | 22,679 | | Byron S. Foster | 29,605 | 20,071 | | Douglas H. Liedberg | 25,535 | 17,312 | | Jeroen Decleer | 6,680 | 6,680(1) |
2022 Performance Share Plan
| (1) The Compensation Committee awarded Mr. Decleer the target amount of his 2022 PSA award upon his death in August 2024 |
Role of the Compensation Committee and Chairman and CEO
| ► | Establishing incentive compensation and performance goals and objectives for our executive officers and other eligible executives and management, and determining whether performance objectives have been achieved; and |
Role of the Compensation Committee and Chairman and CEO
| ► | Recommending employment and severance agreements for our Chairman and CEO and other senior executives to the Board. |
Role of the Independent Compensation Consultant
Role of the Independent Compensation Consultant The Compensation Committee’s charter states the Committee may retain outside compensation consultants, legal counsel or other advisors. The Committee retains an independent compensation consultant, Mercer US LLC (Mercer), a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (MMC), to advise it on certain compensation matters. The Committee has the sole authority to retain, compensate and terminate any independent compensation consultants of its choosing. In connection with the Compensation Committee’s engagement of Mercer, the Committee considered factors relevant to Mercer’s independence, including six factors specified by NYSE rules, and determined that Mercer’s work does not raise any conflict of interest. The Committee requested Mercer’s advice on a variety of issues, including compensation strategy, market comparisons, review of our Peer Group, pay and performance alignment versus industry peers, executive pay trends, stock ownership guidelines, compensation best practices and potential compensation plan designs and modifications. Mercer provided the Peer Group and general industry compensation data to management and the Compensation Committee, and it was used as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for all of our NEOs at the beginning of 2024. In addition to its services for the Compensation Committee, separate and distinct from executive and director compensation consulting services, Mercer provided select services for Dana in various other capacities in 2024. Those services included other global compensation consulting where Mercer data was most relevant in a given country. Mercer’s fees for executive compensation consulting in fiscal year 2024 were $235,182. During the fiscal year, Dana retained Mercer (and its MMC affiliates) to provide services unrelated to executive compensation. The aggregate fees paid for these other services were $28,125. These other services were not approved by our Board of Directors or the Compensation Committee because they relate to broad-based compensation and benefit plans.
Mitigation of Potential Risk in Pay Programs
| ► | Caps on annual incentive payouts; |
Mitigation of Potential Risk in Pay Programs
| ► | Financial performance-based annual incentive program; |
Mitigation of Potential Risk in Pay Programs
| ► | Long-term incentive awards that are delivered in the form of equity; |
Mitigation of Potential Risk in Pay Programs
| ► | Use of multiple metrics and performance periods to determine annual and long-term incentive payouts; and |
Severance Arrangements
Severance Arrangements We administer an executive severance plan (Executive Severance Plan) in which our continuing NEOs participate, except for Mr. McDonald, whose severance compensation, other than for a change in control, is governed by his offer letter. We also provide a double-trigger change in control severance plan (Change in Control Severance Plan) in which our continuing NEOs participate. The Change in Control Severance Plan provides cash severance benefits as a result of a qualifying termination of employment after a change in control. These arrangements provide certainty to both Dana and the former executive as to their rights and obligations to each other, including restrictive covenants and non-compete agreements.
Executive Severance Plan
Executive Severance Plan The Executive Severance Plan provides severance compensation to eligible executives, including our continuing NEOs whose employment is involuntarily terminated other than by reason of death, disability or cause prior to a change in control. Severance compensation for our interim Chairman and CEO is provided in his employment agreement or offer letter.
Change in Control Severance Plan
Change in Control Severance Plan The Change in Control Severance Plan provides severance benefits to eligible executives whose employment is involuntary terminated as a result of a change in control. Each of our continuing NEOs is eligible to participate in the plan. We believe that such a plan helps to both retain and attract executives by reducing the personal uncertainty that arises from the possibility of a future business combination or restructuring. Dana believes that the Change in Control Severance Plan helps to increase shareholder value by encouraging executives to consider change in control transactions that are in the best interest of Dana and its shareholders, even if the transaction may ultimately result in termination of their employment. The plan contains a double-trigger provision (i.e., termination of employment after a change in control) for the vesting of equity awards and for distributing severance payments in the event of any change in control. No excise tax gross-up is provided under this plan. Additional information on the terms and conditions of these plans as they relate to our NEOs is described in the section entitled “Potential Payments and Benefits upon Termination or Change in Control” below.
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE
| Name and Principal Position(1) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(2)(3) | Non-Equity Incentive Plan Compensation ($)(4) | Change in Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(5) | Total ($) | | R. Bruce McDonald Interim Chairman of the Board, President and Chief Executive Officer | 2024 | 135,417 | | 10,399,995 | 0 | 0 | 14,613 | 10,550,025 | | James K. Kamsickas(6) Former Chairman of the Board, President and Chief Executive Officer | 2024 | 1,244,930 | 0 | 10,247,499 | 1,722,485 | 0 | 699,831 | 13,914,745 | | | 2023 | 1,326,000 | 0 | 11,958,807 | 3,407,922 | 0 | 634,425 | 17,327,154 | | | 2022 | 1,275,000 | 0 | 9,139,212 | 1,435,523 | 0 | 32,513 | 11,882,248 | | Timothy R. Kraus Senior Vice President and Chief Financial Officer | 2024 | 800,000 | 0 | 2,456,128 | 897,920 | 0 | 156,306 | 4,310,354 | | | 2023 | 725,000 | 0 | 2,157,831 | 1,227,531 | 0 | 84,676 | 4,195,038 | | | 2022 | 600,000 | 0 | 1,621,879 | 331,020 | 0 | 61,301 | 2,614,200 | | Byron S. Foster Senior Vice President and President, Light Vehicle Systems | 2024 | 660,000 | 0 | 1,624,218 | 555,588 | 0 | 114,226 | 2,954,032 | | | 2023 | 640,000 | 0 | 1,564,669 | 812,229 | 0 | 76,562 | 3,093,460 | | | 2022 | 590,000 | 0 | 1,346,668 | 335,592 | 0 | 53,241 | 2,325,501 | | Brian K. Pour Senior Vice President and President, Commercial Vehicle Systems | 2024 | 277,778 | 750,000 | 1,418,021 | 526,125 | 0 | 14,323 | 2,986,247 | | Douglas H. Liedberg Senior Vice President, General Counsel and Secretary, Chief Compliance and Sustainability Officer | 2024 | 620,000 | 0 | 1,365,815 | 521,916 | 0 | 274,916 | 2,782,647 | | | 2023 | 600,000 | 0 | 1,614,425 | 769,205 | 0 | 210,078 | 3,193,708 | | | 2022 | 572,500 | 0 | 1,328,095 | 335,514 | 0 | 46,359 | 2,282,468 | | Jeroen Decleer(7) Former Senior Vice President and President, Off-Highway Drive and Motion Systems | 2024 | 293,474 | 0 | 1,735,740 | 371,030 | 0 | 648,863 | 3,049,107 |
SUMMARY COMPENSATION TABLE
Footnotes:
SUMMARY COMPENSATION TABLE
| (1) The latest position held by the named executive officer as of December 31, 2024. |
SUMMARY COMPENSATION TABLE
| (2) With respect to the 2024, 2023, and 2022 grants, this column shows the grant date value of the PSAs and/or RSUs computed in accordance with FASB ASC 718, Compensation – Stock Compensation. Also included in this column are dividend equivalent units earned on RSUs in the applicable year which are subject to the same vesting conditions as the underlying awards. For additional information regarding the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 10 of the Notes to the Consolidated Financial Statements in Dana’s Annual Report on Form 10-K for the year ended December 31, 2024. Refer to the “Grants of Plan-Based Awards” table below for information on awards made in 2024. Refer to the “Outstanding Equity Awards at Fiscal Year-End” table for the market value of awards not vested as of December 31, 2024. The values of the PSAs at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Kamsickas—$9,997,750; Mr. Kraus—$2,400,000; Mr. Foster—$1,584,000; Mr. Pour—$1,406,250; Mr. Liedberg—$1,333,000. Includes $806,813 representing the incremental fair value of equity awards that were vested upon Mr. Decleer’s death in 2024, as a special dispensation following twenty years of service and substantial contributions to Dana. |
SUMMARY COMPENSATION TABLE
| (3) Based upon metric performance over the three-year period ending December 31, 2024, the PSAs granted in 2022 as part of the NEOs 2022 LTIP award resulted in an aggregate payout of 67.8% of target as summarized below: |
SUMMARY COMPENSATION TABLE
| Name | Total 2022 LTIP Grant Date Value | Grant Date Value of RSUs | Grant Date Value of PSAs | Value of Actual Payout of PSAs | | James K. Kamsickas | $9,051,101 | $4,588,602 | $4,462,499 | $1,785,375 | | Timothy R. Kraus | $1,523,761 | $773,767 | $749,994 | $300,056 | | Byron S. Foster | $1,365,597 | $701,853 | $663,744 | $265,539 | | Douglas H. Liedberg | $1,163,367 | $590,872 | $572,495 | $229,038 | | Jeroen Decleer | $304,433 | $154,667 | $149,766 | $71,209 |
SUMMARY COMPENSATION TABLE
The 2022 LTIP was comprised of an award of 50% RSUs and 50% PSAs. Under the 2022 LTIP, the number of performance shares that vest and could be earned by the NEOs was based on the level of achievement associated with two Company financial metrics, Adjusted EBITDA and Adjusted Free Cash Flow, and a third performance metric, Relative Total Shareholder Return (TSR) compared to a peer group index. The payout of PSAs awarded in 2022 was 67.8% of target based on metric performance, further described in the 2022 LTIP performance section of the “Compensation Discussion and Analysis”.
SUMMARY COMPENSATION TABLE
| (4) This column shows the cash incentive awards earned for performance under our 2024 AIP. For years 2023 and 2022, the amount shown reflects cash incentive awards pursuant to the annual incentive payable in the reported year. Upon Mr. Decleer’s death in 2024, the Compensation Committee approved the payment of $371,030, reflecting Mr. Decleer’s target opportunity under the 2024 AIP. |
SUMMARY COMPENSATION TABLE
| (5) The total values shown for the individuals during 2024 include the benefits set forth below. |
SUMMARY COMPENSATION TABLE
| a. | R. Bruce McDonald: $10,156 for contributions to the Dana Retirement Savings Plan (401(k)); $3,663 for perquisites related to living expenses while serving as interim CEO; and $794 for life benefits (including AD&D and group variable universal life insurance). |
SUMMARY COMPENSATION TABLE
| b. | James K. Kamsickas: $25,875 for contributions to the Dana Retirement Savings Plan (401(k)); $323,089 for credits to the Restoration Plan; $337,073 representing the change in value of the SERP; $12,024 for life benefits (including AD&D and group variable universal life insurance); and $1,770 for business-related spousal travel. |
SUMMARY COMPENSATION TABLE
| c. | Timothy R. Kraus: $25,875 for contributions to the Dana Retirement Savings Plan (401(k)); $126,190 for credits to the Restoration Plan; $2,567 for life benefits (including AD&D and group variable universal life insurance); and $1,675 for business-related spousal travel. |
SUMMARY COMPENSATION TABLE
| d. | Byron S. Foster: $25,875 for contributions to the Dana Retirement Savings Plan (401(k)); $84,542 for credits to the Restoration Plan; $2,269 for life benefits (including AD&D and group variable universal life insurance; and $1,540 for business-related spousal travel. |
SUMMARY COMPENSATION TABLE
| e. | Brian K. Pour: $13,268 for contributions to the Dana Retirement Savings Plan (401(k)); and $695 for life benefits (including AD&D and group variable universal life insurance |
SUMMARY COMPENSATION TABLE
| f. | Jeroen Decleer: $127,615 for 2023 holiday pay based on a percent of total income; $186,352 for 2024 holiday pay based on a percent of total income paid upon Mr. Decleer’s death (accelerated from 2025); $225,908 for additional holiday pay on special dispensation of accelerated incentive plan distributions approved by the Compensation Committee (accelerated from 2026 and later); $25,430 for Belgium Statutory Premium Pay; $12,361 for a leased vehicle; $2,213 for participation in a local profit sharing plan; and $41,310 for consulting, estate tax planning and other services related to his death. |
SUMMARY COMPENSATION TABLE
| g. | Douglas H. Liedberg: $25,875 for contributions to the Dana Retirement Savings Plan (401(k)); $78,315 for credits to the Restoration Plan; $168,444 representing the change in value of the SERP; and $2,282 for life benefits (including AD&D and group variable universal life insurance). |
SUMMARY COMPENSATION TABLE
| (6) Pursuant to Mr. Kamsickas’ Transition Agreement, from November 25, 2024 through March 31, 2025, he will continue to be a non-executive employee and serve as a special advisor, performing transition and advisory services. During the advisory period, Mr. Kamsickas will continue to receive his existing base salary and benefits. He will not receive any long-term incentive awards during the advisory period. |
SUMMARY COMPENSATION TABLE
| (7) Mr. Decleer’s compensation was generally denominated in euros and was converted to U.S. dollars using a year-end average exchange rate of 1.081721 U.S. dollars per euro. |
SUMMARY COMPENSATION TABLE
The following table contains information on grants of awards to named executive officers in the fiscal year ended December 31, 2024 under the 2021 Dana Incorporated Omnibus Incentive Plan (the “2021 Plan”) and the 2024 Annual Incentive Plan.
Grants of Plan-Based Awards at Fiscal Year-End
Grants of Plan-Based Awards at Fiscal Year-End
Grants of Plan-Based Awards at Fiscal Year-End
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | R. Bruce McDonald | Restricted Stock Unit Award | 11/25/2024 | | | | | | | 1,217,798 | 10,399,995 | | James K. Kamsickas | Performance Share Award | 2/13/2024 | | | | 189,064 | 378,129 | 756,258 | | 4,998,865 | | | Restricted Stock Unit Award | 2/13/2024 | | | | | | | 399,456 | 5,248,634 | | | Annual Incentive Plan | | 827,400 | 2,068,500 | 4,137,000 | | | | | | | Timothy R. Kraus | Performance Share Award | 2/13/2024 | | | | 45,385 | 90,771 | 181,542 | | 1,199,993 | | | Restricted Stock Unit Award | 2/13/2024 | | | | | | | 95,565 | 1,256,135 | | | Annual Incentive Plan | | 320,000 | 800,000 | 1,600,000 | | | | | | | Byron S. Foster | Performance Share Award | 2/13/2024 | | | | 29,954 | 59,909 | 119,818 | | 791,997 | | | Restricted Stock Unit Award | 2/13/2024 | | | | | | | 63,339 | 832,221 | | | Annual Incentive Plan | | 198,000 | 495,000 | 990,000 | | | | | | | Brian K. Pour | Performance Share Award | 7/22/2024 | | | | 29,334 | 58,788 | 117,576 | | 703,104 | | | Restricted Stock Unit Award | 7/22/2024 | | | | | | | 59,902 | 714,917 | | | Annual Incentive Plan | | 187,500 | 468,750 | 937,500 | | | | | | | Douglas H. Liedberg | Performance Share Award | 2/13/2024 | | | | 25,208 | 50,416 | 100,832 | | 666,500 | | | Restricted Stock Unit Award | 2/13/2024 | | | | | | | 53,218 | 699,315 | | | Annual Incentive Plan | | 186,000 | 465,000 | 930,000 | | | | | | | Jeroen Decleer | Performance Share Award | 2/13/2024 | | | | 17,365 | 34,731 | 69,462 | | 459,144 | | | Restricted Stock Unit Award | 2/13/2024 | | | | | | | 35,543 | 469,783 | | | Annual Incentive Plan | | 148,412 | 371,030 | 742,060 | | | | | |
Grants of Plan-Based Awards at Fiscal Year-End
Footnotes:
Grants of Plan-Based Awards at Fiscal Year-End
| (1) These columns reflect the potential payments for each of the named executive officers under our 2024 AIP. As discussed in the Annual Performance-Based Cash Incentive section of the “Compensation Discussion and Analysis” above, the actual payout for the 2024 AIP was 90.3% of target based on 2024 performance against established metrics. Refer to the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” for individual payouts. Refer to the 2024 AIP portion of the “Compensation Discussion and Analysis” section above for additional information on such program, including the performance targets that correspond to the potential payments listed. |
Grants of Plan-Based Awards at Fiscal Year-End
| (2) These columns reflect the potential issuance of shares for each of the NEOs under the PSA component of the 2024 LTIP. As discussed in the LTIP awards section of the “Compensation Discussion and Analysis,” PSAs account for fifty percent (50%) of the 2024 LTIP and such awards cliff vest at the end of the three-year period based on performance against established metrics. Refer to the 2024 LTIP portion of the “Compensation Discussion and Analysis” section above for additional information on such program, including the performance targets that correspond to the potential payouts listed. |
Grants of Plan-Based Awards at Fiscal Year-End
| (3) This amount represents the number of RSUs granted as a component of the 2024 LTIP and dividend equivalent units granted in 2024. As discussed in the LTIP section of the CD&A, RSUs accounted for fifty percent (50%) of the 2024 LTIP. Mr. McDonald was awarded RSUs upon being named interim Chairman and CEO in November 2024. Other than Mr. McDonald’s RSU grant, the RSUs vest ratably over the three (3) year period after the date of grant. Mr. McDonald’s RSU grant vests on the one-year anniversary of the grant date. |
Grants of Plan-Based Awards at Fiscal Year-End
| (4) This column represents the fair value (at grant date) of PSAs, RSUs and dividend equivalents granted to each of the NEOs in 2024. The value of the PSAs and RSUs is calculated using the closing stock price on the date of grant. The value of PSAs assumes a target level of performance. The value of the dividend equivalents is calculated using the closing stock price on the dividend payment date. |
Grants of Plan-Based Awards at Fiscal Year-End
The following table provides information about PSAs and RSUs awarded under the 2021 Plan for each named executive officer that were outstanding as of December 31, 2024. Each outstanding award is shown separately. The market value of the stock awards is based on the closing market price of Dana common stock on December 31, 2024 of $11.56 per share.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| Name | Plan Year | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(10) | 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) ($) | | R. Bruce McDonald | 2024 | 1,217,798(1) | 14,077,745 | | | | James K. Kamsickas | 2024 | 391,197(2) | 4,522,237 | 756,258(6) | 8,742,342 | | | 2023 | 175,735(3) | 2,031,497 | 770,334(7) | 8,905,061 | | | 2022 | 71,587(4) | 827,546 | 134,948(8) | 1,559,999 | | Timothy R. Kraus | 2024 | 93,906(2) | 1,085,553 | 181,542(6) | 2,098,626 | | | 2023 | 37,746(3) | 436,344 | 121,560(7) | 1,405,234 | | | 2022 | 12,033(4) | 139,101 | 22,679(8) | 262,169 | | Byron S. Foster | 2024 | 61,977(2) | 716,454 | 119,818(6) | 1,385,096 | | | 2023 | 29,079(3) | 336,153 | 82,846(7) | 957,700 | | | 2022 | 10,647(4) | 123,079 | 20,071(8) | 232,021 | | Brian K. Pour | 2024 | 59,902(5) | 692,467 | 58,788(9) | 679,589 | | Douglas H. Liedberg | 2024 | 52,157(2) | 602,935 | 100,832(6) | 1,165,618 | | | 2023 | 22,718(3) | 262,620 | 106,796(7) | 1,234,562 | | | 2022 | 9,184(4) | 106,167 | 17,312(8) | 200,127 |
Outstanding Equity Awards at Fiscal Year-End
Footnotes:
Outstanding Equity Awards at Fiscal Year-End
| (1) RSUs granted on November 25, 2024 that vest on the one-year anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (2) RSUs granted on February 13, 2024 vest ratably on the subsequent three (3) grant date anniversaries. |
Outstanding Equity Awards at Fiscal Year-End
| (3) RSUs granted on February 14, 2023 vest ratably on the subsequent three (3) grant date anniversaries. |
Outstanding Equity Awards at Fiscal Year-End
| (4) RSUs granted on February 15, 2022 vest ratably on the subsequent three (3) grant date anniversaries. |
Outstanding Equity Awards at Fiscal Year-End
| (5) RSUs granted on July 22, 2024 vest ratably on the subsequent three (3) grant date anniversaries. |
Outstanding Equity Awards at Fiscal Year-End
| (6) PSAs granted on February 13, 2024 cliff vest after three-year performance period. |
Outstanding Equity Awards at Fiscal Year-End
| (7) PSAs granted on February 14, 2023 cliff vest after three-year performance period. |
Outstanding Equity Awards at Fiscal Year-End
| (8) This figure reflects the shares earned from the PSA component of the LTIP award issued on February 15, 2022 based on weighted performance results of 67.8%. |
Outstanding Equity Awards at Fiscal Year-End
| (9) PSAs granted on July 27, 2024 cliff vest after three-year performance period. |
Outstanding Equity Awards at Fiscal Year-End
| (10) All values in the table are based on the closing stock price of $11.56 on December 31, 2024. For the PSAs granted in 2024, the amounts in this column reflect the market value of 200% of the PSAs granted (i.e., maximum performance) For the PSAs granted in 2023, the amounts in this column reflect the market value of 200% of the PSAs granted (i.e., maximum performance) For the PSAs granted in 2022, the amounts in this column reflect actual aggregate performance based on achievement of 67.8% of the PSAs granted for the performance period ended December 31, 2024. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information concerning the vesting of PSAs and RSUs during the fiscal year ended December 31, 2024, for each of the named executive officers.
Stock Vested During Fiscal Year
Stock Vested During Fiscal Year
Stock Vested During Fiscal Year
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | James K. Kamsickas | 311,214 | 4,192,282 | | Timothy R. Kraus | 37,977 | 513,115 | | Byron S. Foster | 30,115 | 401,812 | | Douglas H. Liedberg | 46,279 | 624,504 | | Jeroen Decleer(2) | 111,410 | 1,208,368 |
Stock Vested During Fiscal Year
Footnotes:
Stock Vested During Fiscal Year
| (1) These values represent the vesting of RSUs and were determined by using the closing price of our common stock on the NYSE on each vesting date. |
Stock Vested During Fiscal Year
| (2) Upon Mr. Decleer’s death in 2024, in consideration of his twenty years of service and contributions to Dana, the Compensation Committee approved the vesting of all of his unvested restricted stock units (RSUs) and performance share awards (PSAs), reflecting approximately $806,813 in total value, with PSAs valued at target. |
Stock Vested During Fiscal Year
The following table provides information on the nonqualified deferred compensation of the named executive officers with respect to the fiscal year ended December 31, 2024.
Nonqualified Deferred Compensation at Fiscal Year-End
Nonqualified Deferred Compensation at Fiscal Year-End
Nonqualified Deferred Compensation at Fiscal Year-End
| Name | Dana Credits in 2024 ($) | Aggregate Earnings in 2024 ($) | Aggregate Withdrawals / Distributions in 2024 ($) | Aggregate Balance on 12/31/2024 ($) | | James K. Kamsickas | 485,939(1) | 335,546 | 0 | 4,092,680 | | Timothy R. Kraus | 126,190(1) | 122,300 | 0 | 792,025 | | Byron S. Foster | 84,542(1) | 8,422 | 0 | 181,044 | | Douglas H. Liedberg | 176,948(1) | 152,800 | 0 | 1,305,687 |
Nonqualified Deferred Compensation at Fiscal Year-End
Footnotes:
Nonqualified Deferred Compensation at Fiscal Year-End
| (1) Includes credit under the Restoration Plan for employer fixed and matching contributions that exceed the IRS limits for our qualified 401(k) plan and credit under the SERP described below. This credit is also reflected in Footnote 5 of the “Summary Compensation Table” above. |
Nonqualified Deferred Compensation at Fiscal Year-End
| Restoration Plan Company Credits ($ value) | | Supplemental Executive Retirement Plan Company Credits ($ value) | | | James K. Kamsickas | 323,089 | James K. Kamsickas | 162,850 | | Timothy R. Kraus | 126,190 | Timothy R. Kraus | 0 | | Byron S. Foster | 84,542 | Byron S. Foster | 0 | | Douglas H. Liedberg | 78,315 | Douglas H. Liedberg | 98,633 |
Pay Versus Performance Table
Pay Versus Performance Table In accordance with disclosure requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 402(v) of Regulation S-K, the following information describes the relationship between compensation actually paid to our NEOs and certain financial performance of the Company. For additional information regarding the alignment of our compensation programs with the Company’s performance, refer to our “Compensation Discussion & Analysis”. The table below summarizes Summary Compensation Table (“SCT”) total compensation reported for, and Compensation Actually Paid (“CAP”, as defined by the SEC) to, our former CEO, our interim CEO and, on average, our other NEOs.
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Former CEO(1) | Compensation Actually Paid to Former CEO(1)(2)(3) | Summary Compensation Table Total for Interim CEO(1) | Compensation Actually Paid to Interim CEO(1)(2)(3) | Avg Summary Compensation Table Total for Non-CEO NEOs(1)(2) | Average Compensation Actually Paid to Non-CEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment Based on:(4) | | Net Income (Loss) (Millions USD) | Adjusted EBITDA(5) (Millions USD) | | | | | | | | | Company TSR | Peer Group TSR | | | | 2024 | $13,914,745 | $10,584,170 | $10,550,025 | $14,227,775 | $3,216,477 | $2,492,343 | $71 | $189 | ($57) | $885 | | 2023 | $17,327,154 | $14,595,591 | | | $3,609,177 | $3,117,256 | $87 | $180 | $38 | $845 | | 2022 | $11,882,248 | $4,464,658 | | | $2,357,617 | $1,393,365 | $87 | $138 | ($242) | $700 | | 2021 | $10,616,003 | $12,396,926 | | | $2,112,689 | $2,368,441 | $129 | $152 | $197 | $795 | | 2020 | $10,536,432 | $4,949,534 | | | $2,943,844 | $1,819,391 | $108 | $120 | ($31) | $593 |
Pay Versus Performance Table
| (1) James K. Kamsickas, former Chairman of the Board, President and CEO, was our principal executive officer (“PEO”) through November 25, 2024. R. Bruce McDonald, interim Chairman of the Board, President and CEO, became our PEO effective November 25, 2024. The individuals comprising the non-CEO NEOs for each fiscal year presented are listed below. |
Pay Versus Performance Table
| 2020 | 2021 | 2022 | 2023 | 2024 | | Jonathan M. Collins | Jonathan M. Collins | Timothy R. Kraus | Timothy R. Kraus | Timothy R. Kraus | | Aziz S. Aghili | Timothy R. Kraus | Aziz S. Aghili | Aziz S. Aghili | Byron S. Foster | | Robert D. Pyle | Aziz S. Aghili | Byron S. Foster | Byron S. Foster | Brian K. Pour | | Douglas H. Liedberg | Douglas H. Liedberg | Douglas H. Liedberg | Douglas H. Liedberg | Jeroen Decleer | | | Antonio Valencia | | | Douglas H. Liedberg |
Pay Versus Performance Table
| (2) These columns reflect Compensation Actually Paid (CAP) calculated in accordance with Item 402(v) of Regulation S-K. CAP does not necessarily reflect compensation actually earned, realized, or received. The amounts reflect the Summary Compensation Table totals with certain adjustments as described below. |
Pay Versus Performance Table
| (3) CAP reflects the deduction and addition of certain amounts for the former CEO, the interim CEO and the Non-CEO NEOs as set forth below. Amounts in the columns titled Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table are the totals from the Stock Awards column shown in the applicable Summary Compensation Table. Amounts in the columns titled Additions to Summary Compensation Table include the net addition of the following: (i) the year end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the change in fair value as of fiscal year end compared to prior year end fair value for unvested and outstanding awards granted in prior fiscal years; and (iii) the change in fair value as of vesting date compared to prior year end fair value for vested awards granted in prior years. |
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Former CEO | Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table | Additions to Summary Compensation Table | Compensation Actually Paid to Former CEO | | 2024 | $13,914,745 | ($10,247,499) | $6,916,924 | $10,584,170 | | 2023 | $17,327,154 | ($11,958,807) | $9,227,244 | $14,595,591 | | 2022 | $11,882,248 | ($9,139,212) | $1,721,622 | $4,464,658 | | 2021 | $10,616,003 | ($8,478,178) | $10,259,101 | $12,396,926 | | 2020 | $10,536,432 | ($8,282,900) | $2,696,002 | $4,949,534 |
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Interim CEO | Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table | Additions to Summary Compensation Table | Compensation Actually Paid to Interim CEO | | 2024 | $10,550,025 | ($10,399,995) | $14,077,745 | $14,227,775 |
Pay Versus Performance Table
| Year | Summary Compensation Table Total for Non-CEO NEOs | Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table | Additions to Summary Compensation Table | Compensation Actually Paid to Non-CEO NEOs | | 2024 | $3,216,477 | ($1,719,984) | $995,850 | $2,492,343 | | 2023 | $3,609,177 | ($1,889,546) | $1,397,625 | $3,117,256 | | 2022 | $2,357,617 | ($1,491,462) | $527,210 | $1,393,365 | | 2021 | $2,112,689 | ($1,341,617) | $1,597,369 | $2,368,441 | | 2020 | $2,943,844 | ($1,681,355) | $556,902 | $1,819,391 |
Pay Versus Performance Table
The amounts deducted or added in calculating the equity award adjustments are as follows:
Pay Versus Performance Table
| Year | Year End Value of Awards Granted During Covered Fiscal Year for Former CEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Total for Former CEO | | 2024 | $9,079,449 | ($1,807,953) | ($354,572) | $6,916,924 | | 2023 | $9,453,700 | ($1,341,376) | $1,114,920 | $9,227,244 | | 2022 | $6,279,348 | ($4,196,181) | ($361,545) | $1,721,622 | | 2021 | $7,280,424 | $2,411,826 | $566,851 | $10,259,101 | | 2020 | $4,396,119 | ($1,939,322) | $239,205 | $2,696,002 |
Pay Versus Performance Table
| Year | Year End Value of Awards Granted During Covered Fiscal Year for Interim CEO | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Total for Interim CEO | | 2024 | $14,077,745 | $0 | $0 | $14,077,745 |
Pay Versus Performance Table
| Year | Year End Value of Awards Granted During Covered Fiscal Year for Non-CEO NEOs | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards Granted in Prior Fiscal Years | Change in Fair Value as of Vesting Date of Equity Awards Granted in Prior Fiscal Years that Vested in the Fiscal Year | Total for Non-CEO NEOs | | 2024 | $1,245,907 | ($163,718) | ($86,338) | $995,850 | | 2023 | $1,492,741 | ($185,415) | $90,299 | $1,397,625 | | 2022 | $1,032,045 | ($441,736) | ($63,099) | $527,210 | | 2021 | $1,166,629 | $352,447 | $78,293 | $1,597,369 | | 2020 | $903,781 | ($393,554) | $46,675 | $556,902 |
Pay Versus Performance Table
| (4) The peer groups used to calculate Peer Group TSR are our compensation peer group as disclosed in the CD&A section of this proxy statement, our 2024 proxy statement, our 2023 proxy statement, our 2022 proxy statement and our 2021 proxy statement. TSR is based on the value of an initial fixed investment of $100 invested (with reinvestment of dividends) in the Company and in the peer group companies for the period starting December 31, 2019 through the end of the listed year, weighted by market capitalization in each applicable year. |
Pay Versus Performance Table
| (5) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our former CEO, our interim CEO and non-CEO NEOs in 2024. Adjusted EBITDA is defined as net income (loss) before interest, income taxes, depreciation, amortization, equity grant expense, restructuring expense, nonservice cost components of pension and other postretirement benefits costs and other adjustments not related to our core operations (gain/loss on debt extinguishment, pension settlements, divestitures, impairment, etc.). |
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”)
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Total Shareholder Return (“TSR”) The following chart depicts the relationship between Compensation Actually Paid to our former CEO, Compensation Actually Paid to our interim CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and TSR for the Company and our TSR peer group.
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Net Income The following chart sets forth the relationship between Compensation Actually Paid to our former CEO, Compensation Actually Paid to our interim CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our net income (loss).
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Adjusted EBITDA
Relationship Between CEO and Non-CEO NEO Compensation Actually Paid and Adjusted EBITDA The following chart sets forth the relationship between Compensation Actually Paid to our former CEO, Compensation Actually Paid to our interim CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Adjusted EBITDA.
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| CHRISTIAN A. GARCIA | Director since 2025 | | Christian A. Garcia, 61, served as Executive Vice President and Chief Financial Officer at BrandSafway, a provider of industrial services solutions to various markets, from October 2020 to May 2023. Prior to joining BrandSafway, Mr. Garcia served as the Executive Vice President and Chief Financial Officer of Weatherford International, a publicly traded oil services company, from January 2020 to August 2020. Prior to joining Weatherford, he served as Executive Vice President and Chief Financial Officer of Visteon Corporation, a publicly traded provider of automotive cockpit electronics, from October 2016 to October 2019. Previously, Mr. Garcia served as acting Chief Financial Officer of Halliburton Company, a publicly traded energy company. At Halliburton, he progressed through a variety of leadership positions including Chief Accounting Officer, Treasurer, and Senior Vice President of Investor Relations. Mr. Garcia joined the Board of Directors of Mueller Water Products, Inc., a publicly traded water infrastructure manufacturer, in August 2024. Since May 2024, Mr. Garcia has been a director of Bausch Health Companies, Inc., a publicly traded global diversified pharmaceutical company. Since May 2023, Mr. Garcia has been a director of Tetra Technologies Inc., a publicly traded energy services and solutions company. He has previously served as a director of Keane Group, Inc., a publicly traded provider of integrated well completions, from May 2017 to October 2019. Mr. Garcia received his Bachelor of Science from the University of the Philippines and his master’s degree in business from Purdue University. | | | ERNESTO M. HERNÁNDEZ | Director since 2022 | | Mr. Hernández, 67, is retired. Most recently, Mr. Hernández served as President and Managing Director of General Motors de Mexico, a wholly owned subsidiary of General Motors Company, a global automotive manufacturing business, from June 2011 to August 2019 and was responsible for all operations of General Motors Company in Mexico, Central America, and the Caribbean. Mr. Hernández is a veteran mobility-industry executive with extensive knowledge of product engineering, manufacturing, planning program management, sales, marketing, and the aftermarket. Mr. Hernández is currently a board member of Constellation Brands, Inc. and BRP, Inc. and prior board member of Grupo KUO S.A.B. de C.V. and DINE, S.A.B. de C.V. | | | BRETT M. ICAHN | Director since 2025 | | Mr. Icahn, 45, is a Portfolio Manager for Icahn Capital LP, a subsidiary of Icahn Enterprises L.P., a diversified holding company engaged in a variety of businesses. Mr. Icahn has held a variety of investment advisory roles at Icahn Enterprises L.P. since 2002 and has served on its board since October 2020. Mr. Icahn is currently a director of Bausch Health Companies Inc. and Bausch + Lomb Corporation, formerly a wholly-owned subsidiary of Bausch Health Companies. He previously served as director of Nuance Communications, Inc., American Railcar Industries, Inc., Take-Two Interactive Software Inc., The Hain Celestial Group, Inc., Cadus Corporation, and Voltari Corporation. | |
NOMINEES FOR DIRECTOR
| BRIDGET E. KARLIN | Director since 2019 | | Ms. Karlin, 68, is retired. Most recently, Ms. Karlin served as the Senior Vice President of Information Technology at Kaiser Permanente, an integrated managed health care consortium, from 2021 to 2024. Ms. Karlin previously served as Global Managing Director, Global Chief Technology Officer and Vice President of IBM Corporation, a technology company that creates, develops and manufactures advanced hardware, software and cloud computing technologies, leveraging AI, open source and security, from 2017 to 2021. Ms. Karlin served as General Manager of Intel Corporation from 2011 to 2017. Ms. Karlin is currently a director of LyondellBasell (LYB) since 2024. Ms. Karlin has over thirty years of advanced technology experience, as well as executive management, financial and business experience which provide the Board with insights to strategic growth areas in guiding Dana to be successful in global markets. | | | NORA E. LAFRENIERE | Director since 2024 | | Ms. LaFreniere, 53, is Executive Vice President and General Counsel of Otis Worldwide Corporation, the world’s leading elevator and escalator manufacturing, installation and service company. She oversees the company’s global legal operations including, compliance, corporate secretary, intellectual property, government relations, quality, and environmental, health & safety functions. She also leads the Business Development team and is responsible for setting M&A strategy and execution. She previously held leadership positions at United Technologies Corporation, Otis’ former parent, including serving as Vice President and General Counsel for both UTC Building & Industrial Systems and UTC Climate Controls & Security. Ms. LaFreniere holds a Juris Doctor from the University of Notre Dame and a Bachelor of Arts in Political Science and Philosophy from the University of California, San Diego. She has been named to the YWCA Academy of Women Achievers and is a member of the Class of 2023 of the DirectWomen Board Institute. | | | MICHAEL J. MACK, JR. | Director since 2018 | | Mr. Mack, 68, is retired. Most recently, Mr. Mack served as Group President, John Deere Financial Services, Global Human Resources and Public Affairs at Deere & Company, a manufacturer of agricultural, construction, and forestry machinery, diesel engines used in heavy equipment, and lawn care equipment, from October 2014 to November 2016. In addition, Mr. Mack served as the company’s President, Worldwide Construction & Forestry Division from June 2009 to October 2014. Mr. Mack also served as Senior Vice President and Chief Financial Officer of Deere from January 2006 to May 2009. He served as the company’s Vice President and Treasurer from June 2004 to January 2006. Also, Mr. Mack served as Senior Vice President, Marketing and Administration for the company’s Worldwide Commercial & Consumer Equipment Division from 1999 to 2004. He held assignments in dealer systems, business development, treasury, engineering, purchasing, manufacturing and marketing during his career at Deere. Mr. Mack began his career at the John Deere Des Moines Works as a summer intern engineer. Mr. Mack brings a strong background in executive management, serving in three different senior executive roles at a global corporation. In addition, Mr. Mack brings to the Board his expertise in corporate finance, financial reporting and accounting gained as the Chief Financial Officer of a large public company. The Board also benefits from Mr. Mack’s extensive knowledge related to the business operations of the off-highway vehicle market. | | | R. BRUCE MCDONALD | Director since 2014 | | Mr. McDonald, 64, has served as interim Chairman of the Board of Directors, President and Chief Executive Officer of Dana Incorporated since November 2024. He also has served as a director on Dana’s Board of Directors since 2014. Previously, Mr. McDonald served as Chairman and Chief Executive Officer (October 2016 to June 2018), Adient plc, a global automotive supplier. Mr. McDonald was Executive Vice President and Vice Chairman (September 2014 to October 2016), Executive Vice President and Chief Financial Officer (2005 to September 2014), Assistant Chief Financial Officer (2004) and Vice President, and Vice President and Corporate Controller (November 2001 to 2005) of Johnson Controls, Inc., a global manufacturer of automotive, power and building solutions. Mr. McDonald currently serves as chairman of the board of directors of Andrew Peller Limited. Mr. McDonald’s extensive experience as Chairman and CEO of a global automotive parts supplier as well as his former roles as Vice Chairman and Chief Financial Officer of a global manufacturer provides him with an informed understanding of the financial issues and risks that affect Dana. Additionally, Mr. McDonald’s international experience provides the Board with a global perspective helping our Board identify business opportunities and manage risks. | |
NOMINEES FOR DIRECTOR
| DIARMUID B. O’CONNELL | Director since 2018 | | Mr. O’Connell, 61, is the former Vice President of Business and Corporate Development and was a member of the executive team at Tesla, Inc., a global designer, developer, manufacturer and seller of fully electric vehicles. He served in this role from July 2006 to September 2017. Mr. O’Connell served as Chief Strategy Officer, Global Head of Business Development and Partnerships of Fair, a vehicle leasing subscription service, from January 2018 to April 2019. Mr. O’Connell previously served as Chief of Staff for Political Military Affairs at the United States State Department, where he was involved in policy and operational support to the United States military in various theaters of operation. Prior to his tenure in Washington, Mr. O’Connell worked in corporate strategy as a management consultant for Accenture, as co-founder of educational software developer, Real Time Learning, and as a senior executive with both McCann Erickson Worldwide and Young and Rubicam. Mr. O’Connell is currently a board member of Albemarle Corporation, VolvoCars AB, and Clarios LLC. Mr. O’Connell’s strong background as a senior executive of a global automotive manufacturer and provides the Board of Directors a valuable resource in the areas of automotive electrification and technology. Mr. O’Connell also has an extensive background in corporate strategy that the Board will be able to leverage as a part of Dana’s overall enterprise strategy. Additionally, Mr. O’Connell provides the Board a unique perspective as a former executive of a global original equipment manufacturer. | | | KEITH E. WANDELL | Director since 2008 | | Mr. Wandell, 75, is retired and has served as Lead Independent Director since December 2019. Prior to his current position, he served as Chairman of the Board of Directors from September 2016 to December 2019. Mr. Wandell served as President and Chief Executive Officer of Harley-Davidson, Inc., a global motorcycle manufacturer, from May 2009 to May 2015 as well as its Chairman from 2012 to May 2015. Mr. Wandell served as President and Chief Operating Officer of Johnson Controls, Inc. from July 2006 until May 2009. He was Executive Vice President of Johnson Controls from August 2003 to July 2006 and President of its Automotive and Battery Division from August 2003 to July 2006. Mr. Wandell was a board member of Harley-Davidson, Inc. and is currently a board member of Dover Corporation. He is a past chairman of the board of directors of Exide Technologies and prior member of the board of directors of Constellation Brands, Inc. Mr. Wandell is the former Chairman and Chief Executive Officer of one of the world’s largest motorcycle manufacturers, bringing to our Board the perspective of a leader facing a set of external economic, social, and governance issues similar to those faced by Dana. | |
NOMINEES FOR DIRECTOR
CORPORATE GOVERNANCE Our Board of Directors has established guidelines that it follows in matters of corporate governance. Our Corporate Governance Guidelines describe our corporate governance practices and address corporate governance issues such as Board composition and responsibilities, compensation of directors and executive succession planning. The following summary provides highlights of those guidelines. A complete copy of our Corporate Governance Guidelines is available online at http://www.dana.com.
Transactions with Icahn Group
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Ernesto M. Hernández | 150,000 | 169,969 | 319,969 | | Gary Hu | 150,000 | 169,969 | 319,969 | | Virginia A. Kamsky(4) | 77,500 | 166,219 | 243,719 | | Bridget E. Karlin | 158,434 | 169,969 | 328,403 | | Nora E. LaFreniere(4) | 16,250 | 30,287 | 46,537 | | Michael J. Mack, Jr. | 164,217 | 169,969 | 334,186 | | R. Bruce McDonald | 162,184 | 169,969 | 332,153 | | Steven D. Miller | 150,000 | 169,969 | 319,969 | | Diarmuid B. O’Connell | 160,000 | 169,969 | 329,969 | | Keith E. Wandell | 200,934 | 169,969 | 370,903 |
Transactions with Icahn Group
| (6) Excludes the RSU award Mr. McDonald received upon his appointment as interim CEO which is set forth above under the “Outstanding Equity Awards” table. |