DEF 14A of DANA Inc
Filed Mar 13, 2026 · FY20250001140361-26-009305
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. |
Say on Pay and Shareholder Engagement
| ► | Instituting double-trigger vesting beginning in 2025 for restricted stock units and performance share units awarded to all equity plan participants in the event of a change in control (except for restricted stock units awarded to Mr. McDonald whose vesting conditions following a change in control are governed by his offer letter) |
Say on Pay and Shareholder Engagement
| ► | Placing a greater emphasis on long-term value creation by adjusting the 2026 long-term incentive plan equity mix for senior executives from 50% performance share units and 50% restricted stock units to 60% performance share units and 40% restricted stock units |
Say on Pay and Shareholder Engagement
| ► | Modifying our 2026 long-term incentive plan design, shifting Relative TSR from a performance metric to a performance modifier, allowing more weight to be placed on Pre-tax Return on Invested Capital and Free Cash Flow performance |
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 criticality of role, an individual’s experience and tenure in the role, and job responsibilities and performance 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:
Compensation Peer Group
| ► | are of similar size as measured primarily by annual revenue (and secondarily, where possible, market capitalization and enterprise value), with a range of approximately 1/3rd to 3x Dana’s size that results in a median size close to Dana’s; |
Compensation Peer Group
| ► | are in direct and adjacent industries where Dana competes for talent with industry specific knowledge, customers and capital including automotive parts and equipment, industrial machinery and supplies, tires and rubber, construction machinery and heavy transportation equipment, and electrical components and equipment; |
Compensation Peer Group
| ► | have similarly complex operational attributes as Dana focusing on similar products, distribution channels and end markets. |
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 18 companies shown in the table below comprised our 2025 Peer Group:
Compensation Peer Group
| Adient plc | Ingersoll-Rand Inc. | | Allison Transmission Holdings, Inc. | LCI Industries | | American Axle & Manufacturing Holdings, Inc. | Lear Corporation | | Aptiv PLC | Oshkosh Corporation | | BorgWarner Inc. | PHINIA INC. | | Dover Corporation | Rockwell Automation, Inc. | | Garrett Motion Inc. | Terex Corporation | | The Goodyear Tire & Rubber Company | The Timken Company | | Illinois Tool Works Inc. | Visteon Corporation |
Compensation Peer Group
As a result of the announcement to divest Dana’s Off-Highway business, the Compensation Committee elected to modify the 2025 Peer Group. Eaton Corporation plc, Emerson Electric Co., Flowserve Corporation, Fortive Corporation, Parker-Hannifin Corporation and Trane Technologies plc were removed from the Peer Group due to differences in size, business focus, industry relevance and anticipated transactions (in the case of Flowserve Corporation and Fortive Corporation). Garret Motion Inc. and PHINIA INC. were added to the Peer Group to better reflect the Company’s go-forward profile.
Elements of the 2025 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. | ► | 80% of the annual cash incentive is based on three financial equally weighted performance metrics (Adjusted EBITDA, Pre-tax Unlevered Free Cash Flow and Run Rate Cost Reduction) aligned with the annual operating plan, and 20% on team performance goals tied to the delivery of strategic objectives. | | | Performance stock units (PSUs) | ► | PSUs 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 Pre-tax Unlevered 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 and team performance goals that drive shareholder value. The AIP covers approximately 1,730 employees, including our NEOs, with the exception of Mr. McDonald who does not participate in the 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 plan year. The NEOs may earn from 0% to 200% of their target incentive opportunity. The annual incentive payout is weighted 80% to consolidated financial metrics and 20% to team performance goals focused on driving strategic priorities of the business. The 2025 AIP target payout opportunities with respect to our NEOs are shown in the table below. No changes were made to the target opportunities for our NEOs for 2025.
Annual Performance-Based Cash Incentive
| NEO | AIP Target Opportunity (% of Base Salary) | | Timothy R. Kraus | 100% | | Byron S. Foster | 75% | | Brian K. Pour | 75% | | Douglas H. Liedberg | 75% |
Annual Performance-Based Cash Incentive
2025 AIP performance was based on the results of the four key metrics shown in the table below. The plan was designed to reward the achievement of performance goals at the consolidated and senior leadership team levels. In fact, each of the three financial performance metrics are intended to incentivize profit and free cash flow growth and are key value drivers of our business. The respective weights assigned to each financial performance metric are shown in the table and reflect the equal importance of each metric in driving the achievement of our 2025 financial objectives.
Annual Performance-Based Cash Incentive
| Annual Incentive Plan Metrics | 2025 Weighting | | | | Financial Performance Metrics | | | | | Adjusted EBITDA | 1/3rd | } | 80% | | Pre-tax Unlevered Free Cash Flow | 1/3rd | | | | Run Rate Cost Reduction | 1/3rd | | | | Team 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 Adjusted EBITDA and Pre-tax Unlevered Free Cash Flow 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 post-retirement 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.). Adjusted Free Cash Flow is modified to remove interest and tax impacts in order to determine Pre-tax Unlevered Free Cash Flow performance. Additional adjustments to Pre-tax Unlevered Free Cash Flow may include items such as divestitures, discretionary pension contributions, or other similar factors. Run Rate Cost Reduction, defined as the permanent reduction of operating costs at full run rate by the start of 2026, was added as a performance metric for the 2025 plan year, replacing Net New Business, and was meant to drive efficiency through the organization, resulting in significantly improved profit margins and cash flows. 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 Pre-tax Unlevered 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.
Company Financial Metrics (80% of AIP Award)
Company Financial Metrics (80% of AIP Award) To determine whether annual incentive awards are earned, performance is measured against a specified target for each individual metric. Metric targets were based on achieving a level of performance which, at the time, was anticipated to be challenging but attainable. 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 2025 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 | 1/3rd | $545M | $585M | $650M | $655M | 200% | | Pre-tax Unlevered Free Cash Flow | 1/3rd | $345M | $375M | $405M | $410M | 200% | | Run Rate Cost Reduction | 1/3rd | $200M | $240M | $300M | $325M | 200% | | Weighted Payout for Financial Metrics | | | | | | 200% |
Team Performance Goals (20% of AIP Award)
Team Performance Goals (20% of AIP Award) With the Company undergoing significant change and to emphasize the urgency required to drive the execution of critical objectives, the Compensation Committee approved a focused set of team goals for the 2025 AIP against which performance would be measured and payouts earned for all senior leadership team members, including the NEOs, except for Mr. McDonald who does not participate in the AIP. The team goals consist of key strategic objectives including completing the divestiture of Dana’s Off-Highway business, successfully consolidating and integrating the Company’s business segments and developing a new long-range operating plan for the new organization reflecting top line growth strategies and enhanced profitability and returns on investment. NEOs can earn an award under the team goals component of the AIP ranging from 0% to 200%. The Compensation Committee reviewed the outcomes for the team performance goals, determining that each was successfully exceeded, and approved the maximum payout of 200% to Messrs. Kraus, Foster, Pour and Liedberg. As noted above, Mr. McDonald does not participate in the AIP.
2025 Annual Incentive Plan Results
2025 Annual Incentive Plan Results The annual incentive payments for our NEOs under the 2025 AIP, based on financial and team performance described above, are shown in the following table.
2025 Annual Incentive Plan Results
| NEO | 2025 Award | | Timothy R. Kraus | $1,600,000 | | Byron S. Foster | $990,000 | | Brian K. Pour | $937,500 | | Douglas H. Liedberg | $930,000 |
2025 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 2025, the Compensation Committee approved increases to the LTIP target opportunities for Mr. Kraus (from 300% to 325% of base salary) and Mr. Foster (from 240% to 300% of base salary) to maintain appropriate positioning within the range of compensation peers and reflecting the criticality of their respective roles in the execution of the Company’s strategic objectives (e.g., completing the divestiture of the Off-Highway business and the consolidation of the Light Vehicle and Power Technologies segments). Mr. McDonald received an award of restricted stock unit (“RSUs”) under the terms of his amended and restated employment agreement as Chairman and CEO in 2025, described in the “Summary Compensation Table”. The 2025 LTIP award was delivered through two vehicles, one half of the total target value in the form of performance share units (“PSUs”) and the other half through RSUs. We believe both PSUs and RSUs are forms of performance-based incentive compensation because (i) PSUs 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 (ii) the value of RSUs fluctuates based on stock price performance.
Performance Shares
Performance Shares The LTIP is designed to provide PSUs to a select group of senior executives, including our NEOs, with the exception of Mr. McDonald, whose award as Chairman and CEO, as outlined in his Amended & Restated CEO Agreement, consisted of receiving only a grant of RSUs due to the interim nature of his appointment, precluding him from participation over the full performance period. PSUs are tied to the achievement of financial performance measures, Pre-tax Return on Invested Capital (40% weighting), Pre-tax Unlevered Free Cash Flow (40% weighting), and Total Shareholder Return relative to select constituents of the S&P 1500 Autos & Components index (“Relative TSR”) (20% weighting). The free cash flow metric 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 (2025-2027) and PSUs 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 Compensation Committee approved the prospective accrual of dividend equivalent units (“DEUs”) on all outstanding PSUs beginning in 2025. These DEUs are subject to the same vesting conditions as the underlying awards. The table below shows the PSU metric targets in accordance with the 2025 LTIP over the three-year performance period.
Performance Shares
| Performance Metrics | Weight | Threshold | Target | Maximum | | Pre-tax Return on Invested Capital | 40% | | | | | ► 2025 Performance Year | | 9.7% | 11.3% | 13.8% | | ► 2026 Performance Year | | 80% of Target | 2025 Actual Result plus 150bps | 120% of Target | | ► 2027 Performance Year | | 80% of Target | 2026 Actual Result plus 150bps | 120% of Target | | Pre-tax Unlevered Free Cash Flow | 40% | | | | | ► 2025 Performance Year | | $345M | $375M | $405M | | ► 2026 Performance Year | | 80% of Target | 2025 Actual Result + greater of plus-10% or $25M | 120% of Target |
Performance Shares
| Performance Metrics | Weight | Threshold | Target | Maximum | | ► 2027 Performance Year | | 80% of Target | 2026 Actual Result + greater of plus-10% or $25M | 120% of Target | | Relative TSR (percentile) | 20% | 25th | 50th | 75th | | Payout % | | 50% | 100% | 200% |
Performance Shares
The 2025 target PSU opportunities for the NEOs are shown in the table below:
Performance Shares
| NEO | 2025 PSU Target Award Opportunity (# shares) | | Timothy R. Kraus | 79,608 | | Byron S. Foster | 60,624 | | Brian K. Pour | 43,057 | | Douglas H. Liedberg | 40,814 |
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 110 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 extended as Chairman and CEO vest on the one-year anniversary of the grant date and are subject to continued service as the CEO or as a member of 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 2025 to the NEOs are shown in the table below.
Restricted Stock Units
| NEO | Number of RSUs Awarded in 2025 | | R. Bruce McDonald | 183,741 | | Timothy R. Kraus | 79,608 | | Byron S. Foster | 60,624 | | Brian K. Pour | 43,057 | | Douglas H. Liedberg | 40,814 |
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.
2023 Performance Share Plan
2023 Performance Share Plan December 31, 2025 marked the end of the three-year performance period for the 2023 PSUs. The performance metrics, performance payout ranges, and target growth criteria for these awards were set and approved by the Compensation Committee in February 2023. Under the 2023 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 were provided any 2023 PSUs) 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 2023 operating plan. Targets for the second year of the performance period were set based on the actual performance of the prior year by applying a predetermined level of growth for each metric in the following year. Targets for the third year of the performance period were set to reflect the same predetermined level of growth after accounting for the impact of the Off-Highway divestiture on plan metrics. 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 2023 performance share plan.
2023 Performance Share Plan
| | 2023-2025 Targets | | | | Actual Performance | Percentage Achievement | | Performance Metrics | Weight | Threshold | Target | Maximum | | | | Adjusted EBITDA | 40% | | | | | | | ► 2023 Performance Year | | $640M | $800M | $960M | $837M | 16.4% | | ► 2024 Performance Year | | $706M | $882M | $1,058M | $886M | 13.6% | | ► 2025 Performance Year | | $406M | $508M | $610M | $663M | 26.7% | | Adjusted Free Cash Flow | 40% | | | | | | | ► 2023 Performance Year | | ($95)M | $25M | $85M | ($99)M | 0.0% | | ► 2024 Performance Year | | ($89)M | ($74)M | ($59)M | $32M | 26.7% | | ► 2025 Performance Year | | ($211)M | ($176)M | ($141)M | $242M | 26.7% | | Relative TSR (percentile) | 20% | 25th | 50th | 75th | 86th | 40.0% | | Weighted Payout: | | | | | | 150.0% |
2023 Performance Share Plan
| NEO | Performance Shares Target Award (# shares) | Performance Share Payout (# shares) | | Timothy R. Kraus | 62,155 | 93,232 | | Byron S. Foster | 42,359 | 63,538 | | Douglas H. Liedberg | 54,606 | 81,909 |
2026 Incentive Plan Enhancements
2026 Incentive Plan Enhancements In response to investor feedback, to drive the execution of the Company’s strategy and to strengthen the alignment of our compensation program with shareholder’s interests, the Compensation Committee approved several changes to its 2026 incentive plans. The 2026 AIP was modified with the removal of the Run Rate Cost Reduction metric, shifting to two financial metrics of equal weight: Working Capital Intensity (replacing the Pre-tax Unlevered Free Cash Flow metric) and Adjusted EBITDA to drive near-term margin expansion and enhancing cash flow generation through working capital improvement. As mentioned in the “Executive Overview” section above, the 2026 LTIP design was also changed in several ways. First, by shifting Relative TSR from a performance metric to a performance modifier, allowing more weight to be placed on Pre-tax Return on Invested Capital and Free Cash Flow performance. Second, adjusting the equity mix for senior executives from 50% performance share units and 50% restricted stock units to 60% performance share units and 40% restricted stock units, placing a greater emphasis on long-term value creation.
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. Following a request for proposal process, Meridian Compensation Partners, LLC (Meridian) was engaged as the independent compensation consultant by the Committee to advise it on certain compensation matters after the completion of the Committee’s April 2025 meeting. 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 Meridian, the Committee considered factors relevant to Merdian’s independence, including the six factors specified by NYSE rules, and determined that Meridian’s work does not raise any conflicts of interest. The Committee requested Meridian’s advice on a variety of issues, including compensation strategy, market comparisons, review of our Peer Group, executive pay trends, stock ownership guidelines, compensation best practices and potential compensation plan designs and modifications. The Compensation Committee’s former independent compensation consultant 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 our NEOs in 2025. Meridian provided no additional services for Dana in 2025 other than those services provided for the Compensation Committee mentioned above.
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”) and a double-trigger change in control severance plan (“Change in Control Severance Plan”) in which our 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. Mr. McDonald does not participate in our Executive Severance Plan or our Change in Control Severance Plan. The terms of Mr. McDonald’s employment, including any severance or change in control provisions, are governed by his offer letter.
Executive Severance Plan
Executive Severance Plan The Executive Severance Plan provides severance compensation to eligible executives, except for Mr. McDonald, including our NEOs whose employment is involuntarily terminated other than by reason of death, disability or cause prior to a change in control.
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 NEOs, except for Mr. McDonald, 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 ($)(2) | Stock Awards ($)(3)(4) | Non-Equity Incentive Plan Compensation ($)(5) | Change in Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($)(6) | Total ($) | | R. Bruce McDonald Chairman of the Board, President and Chief Executive Officer | 2025 | 1,300,000 | 0 | 4,124,985 | 0 | 0 | 184,937 | 5,609,922 | | | 2024 | 135,417 | 0 | 10,399,995 | 0 | 0 | 14,613 | 10,550,025 | | Timothy R. Kraus Senior Vice President and Chief Financial Officer | 2025 | 800,000 | 0 | 2,599,997 | 1,600,000 | 0 | 104,918 | 5,104,915 | | | 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 | | Byron S. Foster Senior Vice President and President, Light Vehicle Systems | 2025 | 660,000 | 0 | 1,979,980 | 990,000 | 0 | 75,446 | 3,705,426 | | | 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 | | Brian K. Pour Senior Vice President and President, Commercial Vehicle Systems | 2025 | 625,000 | 750,000 | 1,406,242 | 937,500 | 0 | 70,885 | 3,789,627 | | | 2024 | 277,778 | 750,000 | 1,418,021 | 526,125 | 0 | 14,323 | 2,986,247 | | Douglas H. Liedberg Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary | 2025 | 620,000 | 0 | 1,332,985 | 930,000 | 0 | 735,964 | 3,618,949 | | | 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 |
SUMMARY COMPENSATION TABLE
Footnotes:
SUMMARY COMPENSATION TABLE
| (1) The latest position held by the named executive officer as of December 31, 2025. |
SUMMARY COMPENSATION TABLE
| (2) This column shows non-performance based bonus awards. Mr. Pour received a sign-on cash bonus award in an amount comparable to forfeited incentives at his previous employer upon his hire in July, 2024, payable in two installments: $750,000 upon the six-month anniversary of his date of hire and the remaining $750,000 at the one year anniversary of his date of hire. |
SUMMARY COMPENSATION TABLE
| (3) With respect to the 2025, 2024, and 2023 grants, this column shows the grant date value of the PSUs and RSUs computed in accordance with FASB ASC 718, Compensation – Stock Compensation. For additional information regarding the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 11 of the Notes to the Consolidated Financial Statements in Dana’s Annual Report on Form 10-K for the year ended December 31, 2025. Refer to the “Grants of Plan-Based Awards” table below for information on awards made in 2025. Refer to the “Outstanding Equity Awards at Fiscal Year-End” table for the market value of awards not vested as of December 31, 2025. The values of the PSUs at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Kraus—$2,600,000; Mr. Foster—$1,980,000; Mr. Pour—$1,406,250; Mr. Liedberg—$1,333,000. |
SUMMARY COMPENSATION TABLE
| (4) Based upon metric performance over the three-year period ending December 31, 2025, the PSUs granted in 2023 as part of the NEOs’ 2023 LTIP award resulted in an aggregate payout of 150% of target as summarized below: |
SUMMARY COMPENSATION TABLE
| Name | Total 2023 LTIP Grant Date Value | Grant Date Value of RSUs | Grant Date Value of PSUs | Value of Actual Payout of PSUs | | Timothy R. Kraus | $2,149,213 | $996,859 | $1,152,354 | $2,834,253 | | Byron S. Foster | $1,553,318 | $767,982 | $785,336 | $1,931,555 | | Douglas H. Liedberg | $1,612,386 | $599,991 | $1,012,395 | $2,490,034 |
SUMMARY COMPENSATION TABLE
The 2023 LTIP was comprised of an award of 50% RSUs and 50% PSUs. Under the 2023 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 PSUs awarded in 2023 was 150% of target based on metric performance, further described in the 2023 LTIP performance section of the “Compensation Discussion and Analysis”.
SUMMARY COMPENSATION TABLE
| (5) This column shows the cash incentive awards earned for performance under our 2025 AIP. For years 2024 and 2023, the amount shown reflects cash incentive awards pursuant to the annual incentive payable in the reported year. |
SUMMARY COMPENSATION TABLE
| (6) The total values shown for the individuals during 2025 include the benefits set forth below. |
SUMMARY COMPENSATION TABLE
| a. | R. Bruce McDonald: $21,000 for contributions to the Dana Retirement Savings Plan (401(k)); $36,000 for credits to the Restoration Plan; $72,000 for perquisites related to living expenses while serving as CEO; $10,522 for life benefits (including AD&D and group variable universal life insurance); and $45,515 for commuting costs between Mr. McDonald’s residence and the Company’s Michigan office in connection with the performance of his duties as CEO. |
SUMMARY COMPENSATION TABLE
| b. | Timothy R. Kraus: $21,000 for contributions to the Dana Retirement Savings Plan (401(k)); $80,875 for credits to the Restoration Plan; and $3,043 for life benefits (including AD&D and group variable universal life insurance). |
SUMMARY COMPENSATION TABLE
| c. | Byron S. Foster: $21,000 for contributions to the Dana Retirement Savings Plan (401(k)); $51,935 for credits to the Restoration Plan; and $2,511 for life benefits (including AD&D and group variable universal life insurance). |
SUMMARY COMPENSATION TABLE
| d. | Brian K. Pour: $21,000 for contributions to the Dana Retirement Savings Plan (401(k)); $48,068 for credits to the Restoration Plan; and $1,818 for life benefits (including AD&D and group variable universal life insurance). |
SUMMARY COMPENSATION TABLE
| e. | Douglas H. Liedberg: $21,000 for contributions to the Dana Retirement Savings Plan (401(k)); $48,067 for credits to the Restoration Plan; $583,614 representing the change in value of the SERP including a final discretionary contribution of $350,000 upon ending the program to further contributions; $2,589 for life benefits (including AD&D and group variable universal life insurance); and $80,693 associated with relocation. |
SUMMARY COMPENSATION TABLE
The following table contains information on grants of awards to named executive officers in the fiscal year ended December 31, 2025 under the 2021 Dana Incorporated Omnibus Incentive Plan (the “2021 Plan”) and the 2025 Annual Incentive Plan.
Grants of Plan-Based Awards at Fiscal Year-End
Grants of Plan-Based Awards at Fiscal Year-End
Grants of Plan-Based Awards at Fiscal Year-End
| Name | Type of Award | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | R. Bruce McDonald | Restricted Stock Unit Award | 11/25/2025 | | | | | | | 183,741 | 4,124,985 | | Timothy R. Kraus | Performance Share Award | 2/11/2025 | | | | 39,804 | 79,608 | 159,216 | | 1,299,999 | | | Restricted Stock Unit Award | 2/11/2025 | | | | | | | 79,608 | 1,299,998 | | | Annual Incentive Plan | | 320,000 | 800,000 | 1,600,000 | | | | | | | Byron S. Foster | Performance Share Award | 2/11/2025 | | | | 30,312 | 60,624 | 121,248 | | 989,990 | | | Restricted Stock Unit Award | 2/11/2025 | | | | | | | 60,624 | 989,990 | | | Annual Incentive Plan | | 198,000 | 495,000 | 990,000 | | | | | | | Brian K. Pour | Performance Share Award | 2/11/2025 | | | | 21,528 | 43,057 | 86,114 | | 703,121 | | | Restricted Stock Unit Award | 2/11/2025 | | | | | | | 43,057 | 703,121 | | | Annual Incentive Plan | | 187,500 | 468,750 | 937,500 | | | | | | | Douglas H. Liedberg | Performance Share Award | 2/11/2025 | | | | 20,407 | 40,814 | 81,628 | | 666,493 | | | Restricted Stock Unit Award | 2/11/2025 | | | | | | | 40,814 | 666,492 | | | Annual Incentive Plan | | 186,000 | 465,000 | 930,000 | | | | | |
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 2025 AIP. As discussed in the Annual Performance-Based Cash Incentive section of the “Compensation Discussion and Analysis” above, the actual payout for the 2025 AIP was 200% of target based on 2025 performance against established metrics. Refer to the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” for individual payouts. Refer to the 2025 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 PSU component of the 2025 LTIP and dividend equivalent units granted in 2025. As discussed in the LTIP awards section of the “Compensation Discussion and Analysis,” PSUs account for fifty percent (50%) of the 2025 LTIP and such awards cliff vest at the end of the three-year period based on performance against established metrics. Refer to the 2025 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 2025 LTIP. As discussed in the LTIP section of the CD&A, RSUs accounted for fifty percent (50%) of the 2025 LTIP. Mr. McDonald was awarded RSUs upon his extension as Chairman and CEO in November 2025. 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 PSUs and RSUs granted to each of the NEOs in 2025. The value of the PSUs and RSUs is calculated using the closing stock price on the date of grant. The value of PSUs assumes a target level of performance. |
Grants of Plan-Based Awards at Fiscal Year-End
The following table provides information about PSUs and RSUs awarded under the 2021 Plan for each named executive officer that were outstanding as of December 31, 2025. 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, 2025 of $23.76 per share.
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End
| Name | Plan Year | Stock Awards | | | | | | | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | 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 ($)(10) | | R. Bruce McDonald | 2025 | 183,741(1) | 4,365,686 | | | | Timothy R. Kraus | 2025 | 81,413(2) | 1,934,373 | 162,824(6) | 3,868,698 | | | 2024 | 63,384(3) | 1,506,004 | 185,652(7) | 4,411,092 | | | 2023 | 19,303(4) | 458,639 | 93,232(8) | 2,215,192 | | Byron S. Foster | 2025 | 61,998(2) | 1,473,072 | 123,990(6) | 2,946,002 | | | 2024 | 41,833(3) | 993,952 | 122,528(7) | 2,911,265 | | | 2023 | 14,872(4) | 353,359 | 63,538(8) | 1,509,663 | | Brian K. Pour | 2025 | 44,032(2) | 1,046,200 | 88,062(6) | 2,092,353 | | | 2024 | 40,432(5) | 960,664 | 120,238(9) | 2,856,855 | | Douglas H. Liedberg | 2025 | 41,739(2) | 991,719 | 83,474(6) | 1,983,342 | | | 2024 | 35,204(3) | 836,447 | 103,114(7) | 2,449,989 | | | 2023 | 11,618(4) | 276,044 | 81,909(8) | 1,946,158 |
Outstanding Equity Awards at Fiscal Year-End
Footnotes:
Outstanding Equity Awards at Fiscal Year-End
| (1) RSUs granted on November 25, 2025 that vest on the one-year anniversary of the grant date. |
Outstanding Equity Awards at Fiscal Year-End
| (2) RSUs granted on February 11, 2025 vest ratably on the subsequent three (3) grant date anniversaries. |
Outstanding Equity Awards at Fiscal Year-End
| (3) RSUs granted on February 13, 2024 vest ratably on the subsequent three (3) grant date anniversaries. |
Outstanding Equity Awards at Fiscal Year-End
| (4) RSUs granted on February 14, 2023 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) PSUs granted on February 11, 2025 cliff vest after three-year performance period. |
Outstanding Equity Awards at Fiscal Year-End
| (7) PSUs granted on February 13, 2024 cliff vest after three-year performance period. |
Outstanding Equity Awards at Fiscal Year-End
| (8) This figure reflects the shares earned from the PSU component of the LTIP award issued on February 14, 2023 based on weighted performance results of 150%. |
Outstanding Equity Awards at Fiscal Year-End
| (9) PSUs granted on July 22, 2024 cliff vest on December 31, 2026. |
Outstanding Equity Awards at Fiscal Year-End
| (10) All values in the table are based on the closing stock price of $23.76 on December 31, 2025. For the PSUs granted in 2025, the amounts in this column reflect the market value of 200% of the PSUs granted (i.e., maximum performance). For the PSUs granted in 2024, the amounts in this column reflect the market value of 200% of the PSUs granted (i.e., maximum performance). For the PSUs granted in 2023, the amounts in this column reflect actual aggregate performance based on achievement of 150% of the PSUs granted for the performance period ended December 31, 2025. |
Outstanding Equity Awards at Fiscal Year-End
The following table provides information concerning the vesting of PSUs and RSUs during the fiscal year ended December 31, 2025, for each of the named executive officers.
Stock Vested During Fiscal Year
Stock Vested During Fiscal Year
Stock Vested During Fiscal Year
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | R. Bruce McDonald | 1,258,219 | 27,496,329 | | Timothy R. Kraus | 85,508 | 1,366,792 | | Byron S. Foster | 66,324 | 1,061,244 | | Brian K. Pour | 20,632 | 336,508 | | Douglas H. Liedberg | 55,584 | 889,377 |
Stock Vested During Fiscal Year
Footnotes:
Stock Vested During Fiscal Year
| (1) These values represent the vesting of RSUs and PSUs and were determined by using the closing price of our common stock on the NYSE on each vesting date. |
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, 2025.
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 2025 ($) | Aggregate Earnings in 2025 ($) | Aggregate Withdrawals / Distributions in 2025 ($) | Aggregate Balance on 12/31/2025 ($) | | R. Bruce McDonald | 36,000(1) | 0 | 0 | 36,000 | | Timothy R. Kraus | 80,875(1) | 137,197 | 0 | 1,010,097 | | Byron S. Foster | 51,935(1) | 31,795 | 0 | 264,774 | | Brian K. Pour | 48,068(1) | 0 | 0 | 48,068 | | Douglas H. Liedberg | 448,078(1) | 301,228 | 0 | 2,054,994 |
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 6 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) | | | R. Bruce McDonald | 36,000 | R. Bruce McDonald | 0 | | Timothy R. Kraus | 80,875 | Timothy R. Kraus | 0 | | Byron S. Foster | 51,935 | Byron S. Foster | 0 | | Brian K. Pour | 48,068 | Brian K. Pour | 0 | | Douglas H. Liedberg | 48,067 | Douglas H. Liedberg | 400,011 |
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 CD&A. 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 CEO(1) | Compensation Actually Paid to CEO(1)(2)(3) | Summary Compensation Table Total for Former CEO(1) | Compensation Actually Paid to Former 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)(6) (Millions USD) | | | | | | | | | Company TSR | Peer Group TSR | | | | 2025 | $5,609,922 | $19,121,424 | | | $4,054,729 | $9,007,997 | $138 | $150 | $85 | $610 | | 2024 | $10,550,025 | $14,227,775 | $13,914,745 | $10,584,170 | $3,216,477 | $2,492,343 | $66 | $132 | ($57) | $395 | | 2023 | | | $17,327,154 | $14,595,591 | $3,609,177 | $3,117,256 | $80 | $129 | $38 | $317 | | 2022 | | | $11,882,248 | $4,464,658 | $2,357,617 | $1,393,365 | $81 | $103 | ($242) | $700 | | 2021 | | | $10,616,003 | $12,396,926 | $2,112,689 | $2,368,441 | $119 | $129 | $197 | $795 |
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, 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
| 2021 | 2022 | 2023 | 2024 | 2025 | | Jonathan M. Collins | Timothy R. Kraus | Timothy R. Kraus | Timothy R. Kraus | Timothy R. Kraus | | Timothy R. Kraus | Aziz S. Aghili | Aziz S. Aghili | Byron S. Foster | Byron S. Foster | | Aziz S. Aghili | Byron S. Foster | Byron S. Foster | Brian K. Pour | Brian K. Pour | | Douglas H. Liedberg | Douglas H. Liedberg | Douglas H. Liedberg | Jeroen Decleer | Douglas H. Liedberg | | 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 CEO, the former 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 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 CEO | Deduction of Grant Date Fair Value of Stock Awards from Summary Compensation Table | Additions to Summary Compensation Table | Compensation Actually Paid to CEO | | 2025 | $5,609,922 | ($4,124,985) | $17,636,487 | $19,121,424 | | 2024 | $10,550,025 | ($10,399,995) | $14,077,745 | $14,227,775 |
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 |
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 | | 2025 | $4,054,729 | ($1,829,801) | $6,783,069 | $9,007,997 | | 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 |
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 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 CEO | | 2025 | $4,365,686 | $0 | $13,270,801 | $17,636,487 | | 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 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 |
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 | | 2025 | $2,976,441 | $3,551,449 | $255,180 | $6,783,069 | | 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 |
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 2025 proxy statement, our 2024 proxy statement, our 2023 proxy statement, and our 2022 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, 2020 through the end of the listed year, weighted by market capitalization in each applicable year. |
Pay Versus Performance Table
| (5) As previously disclosed, in connection with Dana’s divestiture of its Off-Highway business, the results of that business have been classified as discontinued operations in accordance with U.S. GAAP. The Company’s financial results for fiscal years 2025, 2024, and 2023 have been recast to reflect this classification. In accordance with the rules governing the accounting for discontinued operations, costs historically allocated to the Off-Highway business have been retained by continuing operations for the recast years. Financial results for fiscal years 2022 and 2021 have not been recast, as those periods were not retrospectively adjusted in the Company’s historical financial statements. Accordingly, amounts presented for the earlier years may not be directly comparable to amounts presented for the more recent periods. |
Pay Versus Performance Table
| (6) We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to Compensation Actually Paid to our CEO and non-CEO NEOs in 2025. 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 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 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 CEO, the average of Compensation Actually Paid to our Non-CEO NEOs, and our Adjusted EBITDA.
2025 Performance Measures
2025 Performance Measures The measures listed below represent the most important metrics we used to link executive pay to company performance for 2025 as described in our CD&A within the sections titled “Annual Performance-Based Cash Incentive” and “Long-Term Incentive Program”.
2025 Performance Measures
| Most Important Performance Measures | | Adjusted EBITDA | | Pre-tax Unlevered Free Cash Flow | | Run Rate Cost Reduction | | Pre-tax Return on Invested Capital | | Relative TSR |
2025 Performance Measures
TRANSACTIONS OF EXECUTIVE OFFICERS WITH DANA None of the executive officers of Dana or members of their immediate families or entities with which they have a position or relationship had any transactions with Dana since January 1, 2025. For information on procedures and policies for reviewing transactions between Dana and its executive officers, their immediate family members and entities with which they have a position or relationship, see “Review of Transactions with Related Persons.” COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION Ms. Karlin and Messrs. Hernández, Mack and Garcia (prior to his resignation from the Board) served as members of the Compensation Committee at different times throughout 2025. No such member of the Compensation Committee is, or was during 2025, an officer or employee of Dana or any of its subsidiaries, nor was any such member formerly an officer of Dana or any of its subsidiaries. Moreover, no such member is an officer of a company in which an executive officer of Dana is a member of its compensation committee. PROPOSAL I SUBMITTED FOR YOUR VOTE ELECTION OF DIRECTORS Under our Bylaws, each director will hold office on the Board until the election and qualification of a successor at an annual meeting of shareholders or until his or her earlier resignation, disqualification, removal, death or other cause. The members of our Board are elected by the holders of shares of common stock at each meeting of shareholders held for the purpose of electing directors. Our Board currently consists of nine (9) directors. After agreeing to continue serving on Dana’s Board of Directors past his retirement date to support the CEO transition, Keith E. Wandell who joined our Board in 2008, has indicated that he will not stand for re-election at the 2026 Annual Meeting of Shareholders. As a result, this year you are voting on the election of eight (8) candidates for the Board of Directors. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated the following current Directors for election: Byron S. Foster, Ernesto M. Hernández, Bridget E. Karlin, Nora E. LaFreniere, Michael J. Mack, Jr., R. Bruce McDonald, H. Olivia Nelligan and Diarmuid B. O’Connell. Each of the nominees has consented to his or her nomination and has agreed to serve as a director of Dana, if elected. In addition, pursuant to our Corporate Governance Guidelines, a director must retire from the Board of Directors at the next annual shareholders meeting following the director’s 73rd birthday. The guidelines also authorize the full Board of Directors to waive this retirement requirement at its discretion. The Board has adopted Director Selection and Retention Guidelines. Under these Guidelines, the Board identifies individuals qualified to become members of the Board and elects candidates to fill new or vacant positions. Potential candidates for Board positions are identified through a variety of means, including individuals identified by the Nominating and Corporate Governance Committee, the use of search firms, recommendations of Board members, recommendations of executive officers and properly submitted shareholder recommendations. Potential candidates for nomination as director candidates must provide written information about their qualifications and participate in interviews conducted by individual Board members. Candidates are evaluated using the guidelines described below to determine their qualifications based on the information supplied by the candidates and information obtained from other sources. The Board will consider shareholder recommendations for directors that meet the criteria set forth below. The Board makes no distinctions in evaluating nominees for positions on the Board based on whether or not a nominee is recommended by a shareholder. Shareholders who wish Dana to consider their recommendations for nominees for the position of director should submit their recommendations in writing to Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537, Attention: Corporate Secretary, using the same deadline for nominations under our advance notice bylaw set forth in the ‘Questions and Answers’ section above. Dana has established criteria it considers when identifying nominees for director. Criteria for assessing nominees include a potential nominee’s ability to represent the long-term interests of Dana. Minimum qualifications for a director nominee are experience in those areas that the Board determines are necessary and appropriate to meet the needs of Dana, including leadership positions in public companies, large or middle market businesses, or not-for-profit, governmental, professional or educational organizations. For those proposed director nominees who meet the minimum qualifications, the Board assesses the proposed nominee’s specific qualifications, evaluates his or her independence (including, but not limited to, independence related to Dana, other Board members and shareholders), and considers other factors, including skills, business segment representation, geographic location, diversity, standards of integrity, memberships on other boards (with a special focus on director interlocks), and ability and willingness to commit to serving on the Board for an extended period of time and to dedicate adequate time and attention to the affairs of Dana as necessary to properly discharge his or her duties. Additionally, the Board considers whether each nominee would be considered a “financial expert” or “financially literate” as described in applicable listing standards, legislation and our Audit Committee guidelines. Additionally, our Corporate Governance Guidelines, Standards of Business Conduct for Members of the Board of Directors, Related-Party Transactions Policy and Director Independence Standards are considered prior to making a recommendation to the Board for approval of a nominee. Each of these documents is available on Dana’s website at www.dana.com. DANA’S BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE NOMINEES FOR DIRECTOR. INFORMATION ABOUT THE NOMINEES Our Board currently consists of nine (9) directors. Keith E. Wandell, who joined our Board in 2008, has indicated that he will not stand for re-election at the 2026 Annual Meeting of Shareholders. All of our directors are elected annually serving a one-year term expiring at the next annual meeting of shareholders. The following section provides information as of February 23, 2026 about each nominee for election as a Director. The information provided includes the age of each individual; the individual’s principal occupation and special qualifications; employment and business experience during the past five years, including employment with Dana; other public company or registered investment company directorships held during the past five years; and the year in which the director became a director of Dana.
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
NOMINEES FOR DIRECTOR
| BYRON S. FOSTER | Director since 2026 | | Mr. Foster, 57, currently serves as Senior Vice President and President, Light Vehicle Systems of Dana Incorporated. Mr. Foster joined Dana Incorporated in 2021 as Senior Vice President and Chief Commercial, Marketing, and Communications Officer and later that year assumed his current role. As previously announced on February 12, 2026, Mr. Foster will be appointed to the position of President and Chief Executive Officer (“CEO”) of Dana Incorporated, effective July 1, 2026. Mr. Foster has more than two decades of senior leadership experience, including executive roles at Johnson Controls, Inc. and Adient plc. He is a member of the board of directors of Wabtec Corporation and holds a Bachelor of Business Administration from the University of Michigan and a Master of Business Administration from Northwestern University. | | | ERNESTO M. HERNÁNDEZ | Director since 2022 | | Mr. Hernández, 68, 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. | | | BRIDGET E. KARLIN | Director since 2019 | | Ms. Karlin, 69, 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 and Lumexa Imaging Holdings, Inc. since 2025. 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, 54, 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. | |
NOMINEES FOR DIRECTOR
| 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, 69, 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, 65, has served as interim Chairman of the Board of Directors, President and CEO 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 CEO (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. | | | H. OLIVIA NELLIGAN | Director since 2025 | | Ms. Nelligan, 50, serves as the executive vice president, chief financial officer, and chief strategy officer of CHS Inc., a leading global agribusiness based in the United States. In this role she oversees all finance and strategic planning activities across the organization. Ms. Nelligan brings more than two decades of experience as a global finance and commercial business leader, with a strong track record of driving transformation and delivering profitable growth. Prior to joining CHS, she served as chief executive officer of Nasco, LLC. She also spent over ten years with Kerry Group plc, where she held the position of global chief financial and strategic planning officer for its Taste and Nutrition division. In addition to her executive responsibilities, Ms. Nelligan serves on the board of directors for Ardent Mills, a strategic joint venture of CHS and a leading flour milling and food ingredient manufacturer. Ms. Nelligan holds a bachelor’s degree in civil law and a higher diploma in business and financial information systems from University College Cork, Ireland, as well as a Master of Business Administration from the University of Wisconsin–Madison. She is a fellow of Chartered Accountants Ireland and an associate member of the Institute of Taxation in Ireland. | |
NOMINEES FOR DIRECTOR
| DIARMUID B. O’CONNELL | Director since 2018 | | Mr. O’Connell, 62, 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 International Inc. Mr. O’Connell’s strong background as a senior executive of a global automotive manufacturer 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 with a unique perspective as a former executive of a global original equipment manufacturer. | |
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.
Review of Transactions with Related Persons
| Name(1) | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | Total ($) | | Christian A. Garcia(4) | 70,000 | 169,033 | 239,033 | | Ernesto M. Hernández | 150,000 | 169,033 | 319,033 | | Brett M. Icahn(4) | 72,500 | 167,017 | 239,517 | | Bridget E. Karlin | 160,000 | 169,033 | 329,033 | | Nora E. LaFreniere | 150,000 | 169,033 | 319,033 | | Michael J. Mack, Jr. | 165,000 | 169,033 | 334,033 | | H. Olivia Nelligan(4) | 32,500 | 50,897 | 83,397 | | Diarmuid B. O’Connell | 160,000 | 169,033 | 329,033 | | Keith E. Wandell | 200,000 | 169,033 | 369,033 |