☐
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Preliminary Proxy Statement
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☐
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CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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☐
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Definitive Additional Materials
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☐
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Soliciting Material Pursuant to Section 240.14a-12
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DANA INCORPORATED
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(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)
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Sincerely,
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James K. Kamsickas
Chairman of the Board of Directors
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Date:
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April 21, 2021
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Time:
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8:30 a.m., Eastern Time
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Place:
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Online at www.virtualshareholdermeeting.com/DAN2021
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1.
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Elect nine Directors for a one-year term expiring in 2022 or upon the election and qualification of their successors;
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2.
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Act on an advisory vote to approve executive compensation;
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3.
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Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2021;
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4.
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Approve the Dana Incorporated 2021 Omnibus Incentive Plan; and
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5.
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Transact any other business that is properly submitted before the Annual Meeting or any adjournments or postponements of the Annual Meeting.
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By Order of the Board of Directors,
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March 11, 2021
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Douglas H. Liedberg
Senior Vice President, General Counsel & Secretary
Chief Compliance & Sustainability Officer
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►
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Make sure you have your proxy card, notice document or email that you received and follow the simple instructions provided.
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►
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Make sure you have your proxy card, notice document or email that you received and follow the simple instructions provided.
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►
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If you received printed copies of the proxy materials by mail, you may mark, date and sign the enclosed proxy card and return it in the postage-paid envelope that was provided to you. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), you should indicate your name and title or capacity.
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(1)
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delivering written notice of revocation to the Corporate Secretary of Dana at the Dana Law Department, 3939 Technology Drive, Maumee, Ohio 43537;
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(2)
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submitting another properly completed proxy card that is later dated;
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(3)
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voting by telephone at a subsequent time; or
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(4)
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voting by internet at a subsequent time.
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Name
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Age as of February 22, 2021
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Principal Occupation and Business
Experience During Past 5 Years
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Executive Officer
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Aziz S. Aghili
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62
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Executive Vice President and President, Off-Highway Drive and Motion Systems (since February 2020), Executive Vice President, President of Off-Highway Drive and Motion Systems (August 2018 to February 2020), President of Off-Highway Drive and Motion Systems (July 2011 to August 2018), Dana Incorporated.
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2011 - Present
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Jonathan M. Collins
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41
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Executive Vice President and Chief Financial Officer (since January 2017), Senior Vice President and Chief Financial Officer (March 2016 to January 2017), Dana Incorporated; Senior Vice President and Chief Financial Officer (April 2013 to March 2016), ProQuest (a global information, content and technology company).
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2016 - Present
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James K. Kamsickas
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54
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Mr. Kamsickas, 54, has served as Chairman of the Board of Directors since December 2019 and President and Chief Executive Officer of Dana Incorporated since August 2015. Prior to joining Dana, Mr. Kamsickas served as President and Chief Executive Officer of International Automotive Components (IAC) Group S.A., a leading global supplier of automotive interior components and systems. He also served as a member of IAC’s Board of Directors from 2007-2015. Prior to that, he spent 18 years at Lear Corporation in numerous domestic and international positions, ultimately as leader of its Interior Systems Division.
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2015 - Present
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Ryan W. Laskey
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45
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Senior Vice President, Commercial Vehicle Drive and Motion Systems (since April 2020), Vice President, Engineering and Strategy Commercial Vehicle Drive and Motion Systems (January 2020 to April 2020), Vice President, Engineering Commercial Vehicle Drive and Motion Systems and Corporate Engineering (January 2017 to December 2019), Vice President, Engineering and Quality Commercial Vehicle Drive and Motion Systems and Corporate Engineering (February 2015 to December 2016), Director of Driveline Product Engineering (May 2013 to January 2015), Dana Incorporated.
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2020 - Present
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Name
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Age as of February 22, 2021
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Principal Occupation and Business
Experience During Past 5 Years
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Executive Officer
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Douglas H. Liedberg
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53
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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.
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2017 - Present
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Robert D. Pyle
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54
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Executive Vice President and President, Light Vehicle Drive Systems (since January 2020), President, Light Vehicle Driveline Technologies (January 2014 to February 2020), Dana Incorporated.
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2014 - Present
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Antonio Valencia
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55
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President, Power Technologies and Senior Vice President, Global Electrification, (since April 2020), Senior Vice President, China and India (January 2016 to April 2020), Dana Incorporated.
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2016 - Present
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Name
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Title
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James K. Kamsickas
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Chairman of the Board and Chief Executive Officer
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Jonathan M. Collins
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Executive Vice President and Chief Financial Officer
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Aziz S. Aghili
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Executive Vice President and President, Off-Highway Drive and Motion Systems
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Robert D. Pyle
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Executive Vice President and President, Light Vehicle Drive Systems
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Douglas H. Liedberg*
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Senior Vice President, General Counsel and Secretary, Chief Compliance and Sustainability Officer
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✓
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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.
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✓
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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.
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✓
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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.
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✓
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Retain, reward and attract the best talent to achieve superior results – To consistently outperform our competitors, we need to retain and recruit superior talent capable of driving superior results. We have structured our compensation program to motivate and reward these results.
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What We Do
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What We Don’t Do
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►
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Base half of our long-term compensation on the achievement of objective, pre-established goals tied to financial, operational, and strategic measures.
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►
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No excise tax gross ups.
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►
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Award incentive compensation based on objective measures.
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►
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No excessive perquisites.
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►
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Apply leading practice stock ownership guidelines.
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►
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No hedging or pledging of Dana stock.
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►
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Maintain a clawback policy to recapture unearned incentive payments in the event of a restatement of our financial results.
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►
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No excessive change-in-control or executive severance provisions.
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►
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Retain an independent compensation consultant.
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►
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Include double-trigger vesting of equity awards and severance payments upon a change in control.
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►
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in similar industries where Dana competes for talent, customers and capital including auto components, high-tech industrial, construction and farm machinery, heavy trucks and other durable goods manufacturers,
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►
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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
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►
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of similar complexity to Dana (e.g., multi-country and multi-segment).
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American Axle & Manufacturing Holdings, Inc.
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Ingersoll-Rand plc
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BorgWarner Inc.
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Lear Corporation
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Cooper-Standard Holdings Inc.
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Meritor, Inc.
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Cummins Inc.
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Navistar International Corporation
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Delphi Technologies PLC
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OshKosh Corporation
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Dover Corporation
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Parker-Hannifin Corporation
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Eaton Corporation plc
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Tenneco Inc.
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Emerson Electric Co.
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Terex Corporation
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Flowserve Corporation
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The Timken Company
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Fortive Corporation
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Trane Technologies plc
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Illinois Tool Works Inc.
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Realizable Pay and Performance Measurement
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Realizable Pay includes base salary, actual bonus payouts and theoretical gains of long-term incentive grants from 2017 through 2019 (“in-the-money” portion of options, all restricted stock awards/units granted and performance award payouts). Long-term incentives include the value at the end of the period of the awards granted, which is not necessarily the value at vesting or exercise.
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Note that this differs from the summary compensation table pay, which represents the grant-date fair value of the long-term incentive awards.
For purposes of this analysis, the following financial metrics were used — free cash flow growth, EBITDA, ROIC and revenue growth.
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COST TO
DANA
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ELEMENT
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KEY
CHARACTERISTICS
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WHY WE PAY
THIS ELEMENT
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DETERMINING
FACTORS
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FIXED
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Base salary
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►
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Fixed compensation payable in cash. Reviewed annually and adjusted when appropriate.
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►
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Provide base level of competitive cash compensation for retaining and attracting executive talent.
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►
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Experience, job scope, market data and individual performance.
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VARIABLE
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Annual cash incentive award
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►
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Variable compensation payable in cash based on performance-related financial and individual goals.
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►
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Motivate high performance and reward short-term Dana-wide, business unit and individual performance.
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►
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Corporate funding pool is based on financial performance metrics (Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow) and individual performance goals.
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Performance share awards
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►
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PSAs vest after a three-year performance period based on achieving financial metrics.
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►
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Align the interests of senior executives with those of shareholders around long-term value creation and executive talent retention.
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►
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Target awards based on job scope, market data and individual performance.
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►
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Minimize short-term risk-taking behaviors in the interest of positive long-term results.
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►
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Payouts are based on our performance on financial metrics (Adjusted EBITDA Margin and Adjusted Free Cash Flow) over a three-year period.
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Restricted stock units
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►
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RSUs vest on the third anniversary of the grant date.
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►
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Increase long-term equity ownership and focus executives on providing shareholders with superior investment returns.
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►
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Target award based on job scope, market data and individual performance.
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►
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Vesting terms and ownership guidelines promote retention and a strong linkage to the long-term interests of shareholders.
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NEO
|
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2019 Salary
|
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In Lieu of
Perquisite
|
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2020 Salary
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James K. Kamsickas
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$1,175,000
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$25,000
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$1,200,000
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Jonathan M. Collins
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$658,000
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$25,000
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$683,000
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Aziz S. Aghili
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$565,000
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$25,000
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$590,000
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Robert D. Pyle
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$546,000
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$25,000
|
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$600,000
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Douglas H. Liedberg
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$500,000
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$25,000
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$525,000
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|
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NEO
|
| |
AIP Target
Opportunity
(% of Base
Salary)
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| |
Consolidated and
Business Unit
Performance
Results Weighting
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Individual
Performance Goals
Results Weighting
|
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James K. Kamsickas
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125%
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80% Consolidated
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20% Individual
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Jonathan M. Collins
|
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80%
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80% Consolidated
|
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20% Individual
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Aziz S. Aghili
|
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75%
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40% Consolidated
40% Business Unit
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20% Individual
|
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Robert D. Pyle
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75%
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40% Consolidated
40% Business Unit
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20% Individual
|
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Douglas H. Liedberg
|
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65%
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80% Consolidated
|
| |
20% Individual
|
|
|
Annual Incentive Plan Metrics
|
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2020 Weighting
|
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Financial Performance Metrics
|
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|
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|
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Adjusted EBITDA
|
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1/3rd
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}
|
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80%
|
|
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Adjusted EBITDA Margin
|
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1/3rd
|
| ||||||
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Adjusted Free Cash Flow
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1/3rd
|
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|
| |||
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Individual Performance Goals
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20%
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Dana’s financial performance makes up 80% of the overall AIP awards for the NEOs and is measured by three equally weighted financial metrics: Adjusted EBITDA, Adjusted EBITDA Margin and Adjusted Free Cash Flow. 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.
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| |
|
|
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AIP Performance Metrics
|
| |
Weight
|
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Threshold
|
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Target
|
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Maximum
|
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Actual
|
|
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Adjusted EBITDA
|
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1/3rd
|
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$850M
|
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$1,000M
|
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$1,150M
|
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$593
|
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Adjusted EBITDA Margin
|
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1/3rd
|
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11.2%
|
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11.8%
|
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12.4%
|
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8.3%
|
|
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Adjusted Free Cash Flow
|
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1/3rd
|
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$319M
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$375M
|
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$431M
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$60
|
|
The NEOs’ individual performance makes up 20% of the overall AIP award. For 2020, the NEOs’ individual goals were focused on driving specific priorities such as, but not limited to, safety commitments, quality performance, sales growth, financial performance, operational efficiencies and execution of our overall business strategy. To ensure leadership maintains a strong focus on inclusion and diversity, each executive leader, including our NEOs, has individual performance goals tied to inclusion and diversity outcomes.
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|
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Weight
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Threshold
|
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Target
|
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Maximum
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Actual
|
|
|
Adjusted Free Cash Flow (July through December)
|
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100%
|
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$250M
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$250M
|
| |
$250M
|
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$307M
|
|
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NEO
|
| |
2020 Award
|
|
|
James K. Kamsickas
|
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$750,000
|
|
|
Jonathan M. Collins
|
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$273,200
|
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Aziz S. Aghili
|
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$221,250
|
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Robert D. Pyle
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$225,000
|
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Douglas H. Liedberg
|
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$170,625
|
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NEO
|
| |
PSA 2020 Target Award
Opportunity (# shares)
|
|
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James K. Kamsickas
|
| |
221,459
|
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Jonathan M. Collins
|
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59,641
|
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Aziz S. Aghili
|
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43,887
|
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Robert D. Pyle
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| |
44,631
|
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Douglas H. Liedberg
|
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33,959
|
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NEO
|
| |
Number of RSUs
Awarded in 2020
|
|
|
James K. Kamsickas
|
| |
221,458
|
|
|
Jonathan M. Collins
|
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59,641
|
|
|
Aziz S. Aghili
|
| |
43,887
|
|
|
Robert D. Pyle
|
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44,631
|
|
|
Douglas H. Liedberg
|
| |
33,958
|
|
|
Performance Measures
for PSAs
Equal Weighting
|
| |
2018-2020 Targets
|
| |
2018-2020
Performance
Adjusted
|
| |
2020
Actual
Award
|
| ||||||
|
Threshold
|
| |
Target
|
| |
Maximum
|
| |||||||||
|
Adjusted EBITDA Margin (3-year average)
|
| |
11.4%
|
| |
12.7%
|
| |
14.0%
|
| |
11.9%
|
| |
54%
|
|
|
Pre-Tax ROIC (3-year average)
|
| |
18.0%
|
| |
22.5%
|
| |
25.9%
|
| |
22.4%
|
| |
99%
|
|
|
Weighted Payout:
|
| |
|
| |
|
| |
|
| |
|
| |
77%
|
|
|
NEO
|
| |
2018 LTIP Performance
Shares Target Award
|
| |
2018 Performance Share
Payout
|
|
|
James K. Kamsickas
|
| |
94,464
|
| |
72,736
|
|
|
Jonathan M. Collins
|
| |
25,299
|
| |
19,479
|
|
|
Aziz S. Aghili
|
| |
18,655
|
| |
14,363
|
|
|
Robert D. Pyle
|
| |
17,951
|
| |
13,821
|
|
|
Douglas H. Liedberg
|
| |
10,031
|
| |
7,723
|
|
►
|
Reviewing our executive compensation philosophy and strategy;
|
►
|
Participating in the performance evaluation process for our Chairman and CEO;
|
►
|
Setting base salary and incentive opportunities for our Chairman and CEO and other senior executives;
|
►
|
Establishing the overarching pay philosophy for Dana’s management team;
|
►
|
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
|
►
|
Recommending employment and severance agreements for our Chairman and CEO and other senior executives to the Board.
|
|
Title
|
| |
Minimum
Investment
|
| |
Percentage of Ownership
Guideline to Satisfy
|
| ||||||
|
2
Years
|
| |
4
Years
|
| |
5
Years
|
| ||||||
|
Chairman and Chief Executive Officer
|
| |
5x Base Salary
|
| |
40%
|
| |
80%
|
| |
100%
|
|
|
Executive Vice President and Chief Financial Officer
|
| |
3x Base Salary
|
| |
40%
|
| |
80%
|
| |
100%
|
|
|
Other NEOs
|
| |
3x Base Salary
|
| |
40%
|
| |
80%
|
| |
100%
|
|
►
|
Increasing the multiple applicable to the Chairman and Chief Executive Officer from 5x to 8x;
|
►
|
Increasing the multiple applicable to the Executive Vice President and Chief Financial Officer from 3x to 5x;
|
►
|
Extending ownership requirements to include all Company senior vice presidents;
|
►
|
Eliminating the scheduled approach to ownership achievement; and
|
►
|
Restricting the sale of shares acquired upon vesting of awards until ownership requirements have been met.
|
►
|
Stock ownership guidelines;
|
►
|
Caps on annual incentive payouts;
|
►
|
Financial performance-based annual incentive program;
|
►
|
Long-term incentive awards (which are delivered primarily in the form of equity);
|
►
|
Mix of multiple types of awards and performance assessment periods;
|
►
|
Use of multiple metrics to determine annual and long-term incentive payouts; and
|
►
|
Clawback and anti-hedging and pledging policies.
|
|
Name and
Principal Position(1)
|
| |
Year
|
| |
Salary
($)
|
| |
Bonus
($)
|
| |
Stock
Awards
($)(2)
|
| |
Option
Awards
($)
|
| |
Non-Equity
Incentive Plan
Compensation
($)(4)
|
| |
Change in
Nonqualified
Deferred
Compensation
Earnings
($)
|
| |
All Other
Compensation
($)(5)
|
| |
Total
($)
|
|
|
James K. Kamsickas Chairman and Chief Executive Officer
|
| |
2020
|
| |
1,050,000
|
| |
0
|
| |
8,282,900
|
| |
0
|
| |
750,000
|
| |
0
|
| |
453,532
|
| |
10,536,432
|
|
|
2019
|
| |
1,169,400
|
| |
0
|
| |
5,940,761
|
| |
0
|
| |
1,045,750
|
| |
0
|
| |
498,789
|
| |
8,654,700
|
| |||
|
2018
|
| |
1,146,950
|
| |
0
|
| |
7,299,357
|
| |
0
|
| |
1,339,898
|
| |
0
|
| |
563,735
|
| |
10,349,940
|
| |||
|
Jonathan M. Collins
Executive Vice President and Chief Financial Officer
|
| |
2020
|
| |
648,850
|
| |
0
|
| |
2,228,536
|
| |
0
|
| |
273,200
|
| |
0
|
| |
206,611
|
| |
3,357,197
|
|
|
2019
|
| |
647,250
|
| |
0
|
| |
1,580,663
|
| |
0
|
| |
354,333
|
| |
0
|
| |
222,844
|
| |
2,805,091
|
| |||
|
2018
|
| |
605,000
|
| |
0
|
| |
1,816,376
|
| |
0
|
| |
433,575
|
| |
0
|
| |
230,936
|
| |
3,085,887
|
| |||
|
Aziz S. Aghili
Executive Vice President and President, Off-Highway Drive and
Motion Systems
|
| |
2020
|
| |
560,500
|
| |
0
|
| |
1,640,443
|
| |
0
|
| |
221,250
|
| |
0
|
| |
1,338,952
|
| |
3,761,145
|
|
|
2019
|
| |
561,250
|
| |
0
|
| |
1,302,494
|
| |
0
|
| |
294,930
|
| |
0
|
| |
1,360,201
|
| |
3,518,875
|
| |||
|
2018
|
| |
545,000
|
| |
0
|
| |
1,093,986
|
| |
0
|
| |
457,875
|
| |
0
|
| |
1,009,521
|
| |
3,106,382
|
| |||
|
Robert D. Pyle
Executive Vice President and President, Light Vehicle Drive Systems
|
| |
2020
|
| |
570,000
|
| |
0
|
| |
1,652,993
|
| |
0
|
| |
225,000
|
| |
0
|
| |
197,135
|
| |
2,645,127
|
|
|
2019
|
| |
544,500
|
| |
0
|
| |
1,113,919
|
| |
0
|
| |
317,226
|
| |
0
|
| |
205,403
|
| |
2,181,048
|
| |||
|
2018
|
| |
532,500
|
| |
0
|
| |
1,051,393
|
| |
0
|
| |
253,260
|
| |
0
|
| |
188,653
|
| |
2,025,806
|
| |||
|
Douglas H. Liedberg Senior Vice President, General Counsel and Secretary, Chief Compliance Officer
|
| |
2020
|
| |
498,750
|
| |
0
|
| |
1,203,447
|
| |
0
|
| |
170,625
|
| |
0
|
| |
139,084
|
| |
2,011,907
|
|
(1)
|
The latest position held by the named executive officer as of December 31, 2020.
|
(2)
|
With respect to the 2020, 2019 and 2018 grants, this column shows the grant date value of the PSAs and RSUs computed in accordance with FASB ASC 718, Compensation – Stock Compensation. Also included in this column are dividend equivalent units earned in 2020. Additionally, included in this column are the incremental accounting costs arising from the discretionary adjustments made to the 2018 PSAs. Refer to the 2018 LTIP Performance portion of the “Compensation Discussion and Analysis” section above for additional information regarding these adjustments. 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, 2020. Refer to the “Grants of Plan-Based Awards” table below for information on awards made in 2020. Refer to the “Outstanding Equity Awards at Fiscal Year-End” table for the market value of awards not vested as of December 31, 2020. 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—$6,847,512; Mr. Collins - $1,844,100; Mr. Aghili—$1,356,986; Mr. Pyle—$1,379,991; Mr. Liedberg—$1,050,012.
|
(3)
|
Based upon the financial performance for the three-year period ending December 31, 2020, the PSAs that were granted in 2018 as part of the NEOs 2018 LTIP award resulted in aggregate payout of 77% as summarized below:
|
|
Name
|
| |
Total 2018 LTIP
Grant Value
|
| |
Value of
RSUs
|
| |
Value of PSAs
|
| |
Value of Actual
Payout of PSAs
|
|
|
James K. Kamsickas
|
| |
$5,539,666
|
| |
$2,855,944
|
| |
$2,683,722
|
| |
$1,704,204
|
|
|
Jonathan M. Collins
|
| |
$1,483,513
|
| |
$764,769
|
| |
$718,745
|
| |
$456,393
|
|
|
Aziz S. Aghili
|
| |
$1,093,870
|
| |
$563,882
|
| |
$529,989
|
| |
$336,525
|
|
|
Robert D. Pyle
|
| |
$1,052,619
|
| |
$542,631
|
| |
$509,988
|
| |
$326,826
|
|
|
Douglas H. Liedberg
|
| |
$588,115
|
| |
$303,135
|
| |
$284,981
|
| |
$180,950
|
|
(4)
|
This column shows the cash incentive awards earned for performance under our 2nd Half 2020 Bonus Plan. There were no payouts under the AIP. See Compensation Discussion and Analysis above for information on the terms of these awards. For years 2019 and 2018, the amount shown reflects cash incentive awards pursuant to the AIP payable in the reported year.
|
(5)
|
The total values shown for the individuals during 2020 include benefits set forth below.
|
a.
|
James K. Kamsickas: $21,375 for contributions to Dana Retirement Savings Plan (401(k)); $135,806 for credits to Dana Restoration Plan; $288,143 representing the change in value of the supplemental executive retirement plan; and $8,208 for life benefits (including AD&D and group variable universal life insurance).
|
b.
|
Jonathan M. Collins: $21,375 for contributions to Dana Retirement Savings Plan (401(k)); $53,864 for credits to Dana Restoration Plan; $130,629 representing the change in value of the supplemental executive retirement plan; and $743 for life benefits (including AD&D and group variable universal life insurance).
|
c.
|
Aziz S. Aghili: $21,375 for contributions to Dana Retirement Savings Plan (401(k)); $42,782 for credits to Dana Restoration Plan; $153,537 representing the change in value of the supplemental executive retirement plan; $3,145 for life benefits (including AD&D and group variable universal life insurance); and $1,118,113, for international assignment benefits, comprised primarily of assignment-related tax payments, and which includes tax gross-up payments totaling $258,017.
|
d.
|
Robert D. Pyle: $21,375 for contributions to Dana Retirement Savings Plan (401(k)); $45,167 for credits to Dana Restoration Plan; $129,007 representing the change in value of the supplemental executive retirement plan; and $1,586 for life benefits (including AD&D and group variable universal life insurance).
|
e.
|
Douglas H. Liedberg: $21,375 for contributions to Dana Retirement Savings Plan (401(k)); $33,923 for credits to Dana Restoration Plan; $82,452 representing the change in value of the supplemental executive retirement plan; and $1,335 for life benefits (including AD&D and group variable universal life insurance).
|
|
Name
|
| |
Type of Award
|
| |
Grant Date
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1)
|
| |
Estimated Future Payouts Under
Equity Incentive Plan Awards(2)
|
| |
All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)
(3)
|
| |
All Other
Option
Awards:
Number of
Securities
Underlying
Options (#)
|
| |
Exercise or
Base Price
of Option
Awards
($/Sh)
|
| |
Grant Date
Fair Value
of Stock
and Option
Awards
($)(4)
|
| ||||||||||||
|
Threshold
($)
|
| |
Target
($)
|
| |
Maximum
($)
|
| |
Threshold
(#)
|
| |
Target
(#)
|
| |
Maximum
(#)
|
| |||||||||||||||||||||
|
James K. Kamsickas
|
| |
Performance Share Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
55,365
|
| |
221,459
|
| |
442,918
|
| |
|
| |
|
| |
|
| |
3,423,756
|
|
|
|
| |
Restricted Stock Unit Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
225,211
|
| |
|
| |
|
| |
3,445,883
|
|
|
|
| |
2018 Performance Share Award
Adjustment(5)
|
| |
12/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
1,413,260
|
|
|
|
| |
Annual Incentive Plan
|
| |
|
| |
375,000
|
| |
1,500,000
|
| |
3,000,000
|
| |
|
| |
|
| |
|
| |
|
| |||||||||
|
|
| |
2nd Half 2020 Bonus Plan
|
| |
|
| |
750,000
|
| |
750,000
|
| |
750,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Jonathan M. Collins
|
| |
Performance Share Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
14,910
|
| |
59,641
|
| |
119,282
|
| |
|
| |
|
| |
|
| |
922,050
|
|
|
|
| |
Restricted Stock Unit Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
60,651
|
| |
|
| |
|
| |
928,009
|
|
|
|
| |
2018 Performance Share Award
Adjustment(5)
|
| |
12/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
378,477
|
|
|
|
| |
Annual Incentive Plan
|
| |
|
| |
136,600
|
| |
546,400
|
| |
1,092,800
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2nd Half 2020 Bonus Plan
|
| |
|
| |
273,200
|
| |
273,200
|
| |
273,200
|
| |
|
| |
|
| |
|
| |
|
| |||||||||
|
Aziz S. Aghili
|
| |
Performance Share Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
10,972
|
| |
43,887
|
| |
87,774
|
| |
|
| |
|
| |
|
| |
678,493
|
|
|
|
| |
Restricted Stock Unit Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
44,630
|
| |
|
| |
|
| |
682,877
|
|
|
|
| |
2018 Performance Share Award
Adjustment(5)
|
| |
12/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
279,073
|
|
|
|
| |
Annual Incentive Plan
|
| |
|
| |
110,625
|
| |
442,500
|
| |
885,000
|
| |
|
| |
|
| |
|
| |
|
| |||||||||
|
|
| |
2nd Half 2020 Bonus Plan
|
| |
|
| |
221,250
|
| |
221,250
|
| |
221,250
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
Robert D. Pyle
|
| |
Performance Share Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
11,158
|
| |
44,631
|
| |
89,262
|
| |
|
| |
|
| |
|
| |
689,995
|
|
|
|
| |
Restricted Stock Unit Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
45,387
|
| |
|
| |
|
| |
694,456
|
|
|
|
| |
2018 Performance Share Award
Adjustment(5)
|
| |
12/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
268,542
|
|
|
|
| |
Annual Incentive Plan
|
| |
|
| |
112,500
|
| |
450,000
|
| |
900,000
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
|
|
| |
2nd Half 2020 Bonus Plan
|
| |
|
| |
225,000
|
| |
225,000
|
| |
225,000
|
| |
|
| |
|
| |
|
| |
|
| |||||||||
|
Douglas H. Liedberg
|
| |
Performance Share Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
8,490
|
| |
33,959
|
| |
67,918
|
| |
|
| |
|
| |
|
| |
525,006
|
|
|
|
| |
Restricted Stock Unit Award
|
| |
2/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
34,533
|
| |
|
| |
|
| |
528,383
|
|
|
|
| |
2018 Performance Share Award
Adjustment(5)
|
| |
12/10/2020
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
150,058
|
|
|
|
| |
Annual Incentive Plan
|
| |
|
| |
85,313
|
| |
341,250
|
| |
682,500
|
| |
|
| |
|
| |
|
| ||||||||||||
|
|
| |
2nd Half 2020 Bonus Plan
|
| |
|
| |
170,625
|
| |
170,625
|
| |
170,625
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
|
(1)
|
These columns reflect the potential payments for each of the named executive officers under our 2020 AIP and 2nd Half 2020 Bonus Plan. As discussed in the Annual Performance-Based Cash Incentive section of the “Compensation Discussion and Analysis” above, there were no AIP payouts for 2020. Refer to the “Non-Equity Incentive Plan Compensation” column of the “Summary Compensation Table” for individual payouts under the 2nd Half 2020 Bonus Plan . Refer to the 2020 Annual Performance-Based Cash Incentive 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.
|
(2)
|
These columns reflect the potential issuance of shares for each of the NEOs under the PSA component of the 2020 LTIP. As discussed in the LTIP awards section of the “Compensation Discussion and Analysis,” PSAs account for fifty percent (50%) of the 2020 LTIP and such awards cliff vest at the end of the three-year period based on performance against established metrics. Refer to the 2020 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.
|
(3)
|
This amount represents the number of RSUs granted as a component of the 2020 LTIP and the dividend equivalent units granted in 2020. As discussed in the LTIP section of the “Compensation Discussion and Analysis,” RSUs accounted for fifty percent (50%) of the 2020 LTIP. The RSUs cliff vest three (3) years from the date of grant.
|
(4)
|
This column represents the fair value (at grant date) of PSAs, RSUs and dividend equivalents granted to each of the NEOs in 2020. 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 the dividend payment date.
|
(5)
|
These rows represent the incremental accounting cost associated with the adjustments made to the 2018 PSAs in accordance with FASB ASC 718, Compensation – Stock Compensation. Refer to the 2018 LTIP Performance portion of the “Compensation Discussion and Analysis” section above for additional information on these adjustments.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||||||||||||||
|
Name
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Exercisable
|
| |
Number of
Securities
Underlying
Unexercised
Options
(#)
Unexercisable
|
| |
Option
Exercise
Price
($)
|
| |
Option
Exercise
Date
|
| |
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
| |
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
($)
|
| |
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(7)
($)
|
|
|
James K. Kamsickas
|
| |
|
| |
|
| |
|
| |
|
| |
225,211(1)
|
| |
4,396,119
|
| |
442,918(4)
|
| |
8,645,759
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
175,510(2)
|
| |
3,425,955
|
| |
336,622(5)
|
| |
6,570,861
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
100,526(3)
|
| |
1,962,268
|
| |
72,736(6)
|
| |
1,419,807
|
|
|
Jonathan M. Collins
|
| |
|
| |
|
| |
|
| |
|
| |
60,651(1)
|
| |
1,183,908
|
| |
119,282(4)
|
| |
2,328,385
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
46,822(2)
|
| |
913,965
|
| |
89,806(5)
|
| |
1,753,013
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
26,919(3)
|
| |
525,459
|
| |
19,479(6)
|
| |
380,230
|
|
|
Aziz S. Aghili
|
| |
|
| |
|
| |
|
| |
|
| |
44,630(1)
|
| |
871,178
|
| |
87,774(4)
|
| |
1,713,348
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
38,524(2)
|
| |
751,988
|
| |
73,890(5)
|
| |
1,442,333
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
19,848(3)
|
| |
387,433
|
| |
14,363(6)
|
| |
280,366
|
|
|
Robert D. Pyle
|
| |
|
| |
|
| |
|
| |
|
| |
45,387(1)
|
| |
885,954
|
| |
89,262(4)
|
| |
1,742,394
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
32,890(2)
|
| |
642,013
|
| |
63,084(5)
|
| |
1,231,400
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
19,100(3)
|
| |
372,832
|
| |
13,821(6)
|
| |
269,786
|
|
|
Douglas H. Liedberg
|
| |
|
| |
|
| |
|
| |
|
| |
34,533(1)
|
| |
674,084
|
| |
67,918(4)
|
| |
1,325,759
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
22,648(2)
|
| |
442,089
|
| |
43,442(5)
|
| |
847,988
|
|
|
|
| |
|
| |
|
| |
|
| |
|
| |
10,670(3)
|
| |
208,278
|
| |
7,723(6)
|
| |
150,753
|
|
(1)
|
RSUs granted on February 10, 2020 cliff vest on February 10, 2023.
|
(2)
|
RSUs granted on February 12, 2019 cliff vest on February 12, 2022.
|
(3)
|
RSUs granted on February 15, 2018 cliff vest on February 15, 2021.
|
(4)
|
PSAs granted on February 10, 2020 cliff vest after three-year performance period.
|
(5)
|
PSAs granted on February 12, 2019 cliff vest after three-year performance period.
|
(6)
|
This reflects the shares earned from the PSA component of the LTIP award issued on February 15, 2018 based on weighted performance results of 77%.
|
(7)
|
For the PSAs granted in 2020, the amounts in this column reflect the market value of 200% of the PSAs granted (i.e., maximum performance) based on the closing stock price of $19.52 on December 31, 2020. For the PSAs granted in 2019, the amounts in this column reflect the market value of 200% of the PSAs granted (i.e., maximum performance) based on the closing stock price of $19.52 on December 31, 2020. For the PSAs granted in 2018, the amounts in this column reflect actual aggregate performance based on achievement of 77% of the PSAs granted for the performance period ended December 31, 2020.
|
|
|
| |
Option Awards
|
| |
Stock Awards
|
| ||||||
|
Name
|
| |
Number of
Shares
Acquired on
Exercise
(#)
|
| |
Value
Realized
on
Exercise
($)
|
| |
Number of
Shares
Acquired
on Vesting
(#)
|
| |
Value
Realized
on Vesting
($)(1)
|
|
|
James K. Kamsickas
|
| |
|
| |
|
| |
259,318
|
| |
$4,290,295
|
|
|
Jonathan M. Collins
|
| |
|
| |
|
| |
65,479
|
| |
$1,083,315
|
|
|
Aziz S. Aghili
|
| |
|
| |
|
| |
53,309
|
| |
$883,307
|
|
|
Robert D. Pyle
|
| |
|
| |
|
| |
50,496
|
| |
$835,430
|
|
|
Douglas H. Liedberg
|
| |
|
| |
|
| |
29,855
|
| |
$493,932
|
|
(1)
|
These values represent the vesting of RSUs and were determined by using the closing price of our common stock on the New York Stock Exchange on each vesting date.
|
|
Name
|
| |
Dana
Credits
in 2020
($)
|
| |
Aggregate
Earnings in
2020
($)
|
| |
Aggregate
Withdrawals /
Distributions
in 2020
($)
|
| |
Aggregate
Balance on
12/31/20
($)
|
|
|
James K. Kamsickas
|
| |
$292,987(1)
|
| |
$306,290(2)
|
| |
$0
|
| |
$3,148,823(3)
|
|
|
Jonathan M. Collins
|
| |
129,102(1)
|
| |
99,195
|
| |
0
|
| |
728,416
|
|
|
Aziz S. Aghili
|
| |
106,939(1)
|
| |
204,780(2)
|
| |
0
|
| |
1,701,690(3)
|
|
|
Robert D. Pyle
|
| |
111,709(1)
|
| |
171,981(2)
|
| |
0
|
| |
1,444,713(3)
|
|
|
Douglas H. Liedberg
|
| |
89,221(1)
|
| |
68,129
|
| |
0
|
| |
531,788
|
|
(1)
|
Includes credit for employer fixed and matching contributions that exceed the IRS limits for our qualified 401(k) plan and credit for the supplemental executive retirement plan described below. This credit is also reflected in Footnote 6 of the “Summary Compensation Table” above.
|
|
Restoration Plan Company Credits
($ value)
|
| |
Supplemental Executive Retirement Plan Company Credits
($ value)
|
| ||||||
|
James K. Kamsickas
|
| |
135,806
|
| |
James K. Kamsickas
|
| |
157,181
|
|
|
Jonathan M. Collins
|
| |
53,864
|
| |
Jonathan M. Collins
|
| |
75,238
|
|
|
Aziz S. Aghili
|
| |
42,782
|
| |
Aziz S. Aghili
|
| |
64,157
|
|
|
Robert D. Pyle
|
| |
45,167
|
| |
Robert D. Pyle
|
| |
66,542
|
|
|
Douglas H. Liedberg
|
| |
33,923
|
| |
Douglas H. Liedberg
|
| |
55,298
|
|
(2)
|
Includes earnings on employee deferrals in the deferred compensation plan.
|
(3)
|
Includes deferred compensation plan balance.
|
►
|
Annual base salary;
|
►
|
Upon the achievement of target-level performance, an annual bonus;
|
►
|
Annual grants pursuant to the long-term incentive program under Dana’s 2017 Omnibus Incentive Plan; and
|
►
|
All of Dana’s benefit plans or arrangements in effect from time to time with respect generally to senior executives.
|
|
Pay Element
|
| |
Change in
Control
and Termination
Without Cause or
Voluntary Termination
with Good Reason
|
| |
Death /
Disability
|
| |
Termination
Without Cause
or
Voluntary
Termination with
Good Reason
(No Change in
Control)
|
|
|
Cash Compensation
|
| |
|
| |
|
| |
|
|
|
Separation Payment
|
| |
$8,100,000(1)
|
| |
|
| |
$2,400,000(2)
|
|
|
Annual Incentive Award
|
| |
$1,500,000(3)
|
| |
$750,000
|
| |
$2,250,000(4)
|
|
|
Long-Term Incentive
|
| |
|
| |
|
| |
|
|
|
Performance Shares
|
| |
$7,608,310(5)
|
| |
$5,051,054(6)
|
| |
$5,051,054(6)
|
|
|
Restricted Stock Units
|
| |
$9,784,341(7)
|
| |
$5,168,018(8)
|
| |
$5,168,018(8)
|
|
|
Benefits and Perquisites
|
| |
|
| |
|
| |
|
|
|
Health insurance, etc.
|
| |
$50,630(9)
|
| |
|
| |
$33,753(10)
|
|
|
Restoration Plan(11)
|
| |
$1,045,428
|
| |
$1,045,428
|
| |
$1,045,428
|
|
|
SERP(12)
|
| |
$1,114,849
|
| |
$1,114,849
|
| |
$1,114,849
|
|
|
Accrued Vacation(13)
|
| |
$100,000
|
| |
$100,000
|
| |
$100,000
|
|
|
Other
|
| |
|
| |
|
| |
|
|
|
Outplacement
|
| |
$50,000
|
| |
|
| |
$50,000
|
|
|
Total
|
| |
$29,353,558
|
| |
$13,229,348
|
| |
$17,213,101
|
|
(1)
|
Mr. Kamsickas would have been eligible for a separation payment equal to the sum of his annual base salary and the target bonus multiplied by three(3) pursuant to the terms of our Change in Control Plan. Under 280G and the best net approach, Mr. Kamsickas would be better off having amounts cutback to 280G limits than paying the excise tax.
|
(2)
|
Mr. Kamsickas is entitled to receive an amount equal to 24 months of his annual base salary pursuant to the terms of his executive employment agreement.
|
(3)
|
Mr. Kamsickas is entitled to receive an amount equal to his target bonus pursuant to the terms of our Change in Control Plan.
|
(4)
|
Upon a termination without cause or for good reason in the absence of a change in control, Mr. Kamsickas is entitled to receive an amount equal to his target bonus as well as a bonus for the year of termination based on actual results pursuant to his executive employment agreement.
|
(5)
|
Performance shares vest in full assuming target performance.
|
(6)
|
Performance shares vest on a pro rata basis assuming target performance for 2019 and 2020; actual performance for 2018.
|
(7)
|
Restricted stock units vest in full.
|
(8)
|
Restricted stock units vest on a pro rata basis.
|
(9)
|
Mr. Kamsickas would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on his date of termination for a period of three (3) years.
|
(10)
|
Mr. Kamsickas would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on his date of termination for a period of two (2) years.
|
(11)
|
Mr. Kamsickas is eligible to receive his Restoration Plan benefit effective December 31, 2020. The Restoration Plan benefit includes credit for fixed and matching contributions that exceed the IRS limits for our qualified 401(k) plan.
|
(12)
|
Mr. Kamsickas is eligible to receive his supplemental executive retirement plan benefit effective December 31, 2020.
|
(13)
|
For purposes of this table, we assumed Mr. Kamsickas did not take any vacation in 2020.
|
|
Pay Element
|
| |
Change in
Control
and Termination
Without Cause or
Voluntary Termination
with Good Reason
|
| |
Death /
Disability
|
| |
Termination
Without Cause
(No Change in
Control)
|
|
|
Cash Compensation
|
| |
|
| |
|
| |
|
|
|
Separation Payment
|
| |
$3,688,200(1)
|
| |
|
| |
$683,000(2)
|
|
|
Annual Incentive Award
|
| |
$546,400(3)
|
| |
$273,200
|
| |
$273,200(4)
|
|
|
Long-Term Incentive
|
| |
|
| |
|
| |
|
|
|
Performance Shares
|
| |
$2,040,699(5)
|
| |
$1,352,638(6)
|
| |
$1,352,638(6)
|
|
|
Restricted Stock Units
|
| |
$2,623,332(7)
|
| |
$1,383,636(8)
|
| |
$1,383,636(8)
|
|
|
Benefits and Perquisites
|
| |
|
| |
|
| |
|
|
|
Health insurance, etc.
|
| |
$33,756(9)
|
| |
|
| |
$16,878(10)
|
|
|
Restoration Plan(11)
|
| |
$313,175
|
| |
$313,175
|
| |
$313,175
|
|
|
SERP(12)
|
| |
$415,240
|
| |
$415,240
|
| |
$415,240
|
|
|
Accrued Vacation(13)
|
| |
$56,917
|
| |
$56,917
|
| |
$56,917
|
|
|
Other
|
| |
|
| |
|
| |
|
|
|
Outplacement
|
| |
$25,000
|
| |
|
| |
$25,000
|
|
|
Total
|
| |
$9,742,719
|
| |
$3,794,806
|
| |
$4,519,684
|
|
(1)
|
Mr. Collins would have been eligible for a separation payment equal to the sum of his annual base salary and the target bonus multiplied by three (3) pursuant to the terms of our Change in Control Plan. Under 280G and the best net approach, Mr. Collins would be better off paying the excise tax than having amounts cutback to 280G limit.
|
(2)
|
Mr. Collins is entitled to receive an amount equal to 12 months of his annual base salary pursuant to the terms of our Executive Severance Plan.
|
(3)
|
Mr. Collins is entitled to receive an amount equal to his target bonus pursuant to the terms of our Change in Control Plan.
|
(4)
|
Upon a termination without cause in the absence of a change in control Mr. Collins is entitled to receive an amount equal to his bonus based on actual results pursuant to the terms of our Executive Severance Plan.
|
(5)
|
Performance shares vest in full assuming target performance.
|
(6)
|
Performance shares vest on a pro rata basis assuming target performance for 2019 and 2020; actual performance for 2018.
|
(7)
|
Restricted stock units vest in full.
|
(8)
|
Restricted stock units vest on a pro rata basis.
|
(9)
|
Mr. Collins would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on his date of termination for a period of two (2) years.
|
(10)
|
Mr. Collins would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on his date of termination for a period of one (1) year.
|
(11)
|
Mr. Collins is eligible to receive his Restoration Plan benefit effective December 31, 2020. The Restoration Plan benefit includes credit for fixed and matching contributions that exceed the IRS limits for our qualified 401(k) plan.
|
(12)
|
Mr. Collins is eligible to receive his supplemental executive retirement plan benefit effective December 31, 2020.
|
(13)
|
For purposes of this table, we assumed Mr. Collins did not take any vacation in 2020.
|
|
Pay Element
|
| |
Change in
Control
and Termination
Without Cause
or Voluntary Termination
with Good Reason
|
| |
Death /
Disability
|
| |
Termination
Without Cause
(No Change in
Control)
|
|
|
Cash Compensation
|
| |
|
| |
|
| |
|
|
|
Separation Payment
|
| |
$2,065,000(1)
|
| |
|
| |
$590,000(2)
|
|
|
Annual Incentive Award
|
| |
$442,500(3)
|
| |
$221,250
|
| |
$221,250(4)
|
|
|
Long-Term Incentive
|
| |
|
| |
|
| |
|
|
|
Performance Shares
|
| |
$1,577,841(5)
|
| |
$1,046,721(6)
|
| |
$1,046,721(6)
|
|
|
Restricted Stock Units
|
| |
$2,010,599(7)
|
| |
$1,067,432(8)
|
| |
$1,067,432(8)
|
|
|
Benefits and Perquisites
|
| |
|
| |
|
| |
|
|
|
Health insurance, etc.
|
| |
$24,331(9)
|
| |
|
| |
$12,472(10)
|
|
|
Restoration Plan(11)
|
| |
$632,312
|
| |
$632,312
|
| |
$632,312
|
|
|
SERP(12)
|
| |
$772,025
|
| |
$772,025
|
| |
$772,025
|
|
|
Accrued Vacation(13)
|
| |
$49,167
|
| |
$49,167
|
| |
$46,197
|
|
|
Other
|
| |
|
| |
|
| |
|
|
|
Outplacement
|
| |
$25,000
|
| |
|
| |
$25,000
|
|
|
Total
|
| |
$7,598,775
|
| |
$3,788,907
|
| |
$4,416,379
|
|
(1)
|
Mr. Aghili would have been eligible for a separation payment equal to the sum of his annual base salary and the target bonus multiplied by two (2) pursuant to the terms of our Change in Control Plan.
|
(2)
|
Mr. Aghili is entitled to receive an amount equal to 12 months of his annual base salary pursuant to the terms of our Executive Severance Plan.
|
(3)
|
Mr. Aghili is entitled to receive an amount equal to his target bonus pursuant to the terms of our Change in Control Plan.
|
(4)
|
Upon a termination without cause in the absence of a change in control Mr. Aghili is entitled to receive an amount equal to his bonus based on actual results pursuant to the terms of our Executive Severance Plan.
|
(5)
|
Performance shares vest in full assuming target performance.
|
(6)
|
Performance shares vest on a pro rata basis assuming target performance for 2019 and 2020; actual performance for 2018.
|
(7)
|
Restricted stock units vest in full.
|
(8)
|
Restricted stock units vest on a pro rata basis.
|
(9)
|
Mr. Aghili would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on the date of termination for a period of two (2) years.
|
(10)
|
Mr. Aghili would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on the date of termination for a period of one (1) year.
|
(11)
|
Mr. Aghili is eligible to receive his Restoration Plan benefit effective December 31, 2020. The Restoration Plan benefit includes credit for fixed and matching contributions that exceed the IRS limits for our qualified 401(k) plan.
|
(12)
|
Mr. Aghili is eligible to receive his supplemental executive retirement plan benefit effective December 31, 2020.
|
(13)
|
For purposes of this table, we assumed Mr. Aghili did not take any vacation in 2020.
|
|
Pay Element
|
| |
Change in
Control
and Termination
Without Cause or
Voluntary Termination
with Good Reason
|
| |
Death /
Disability
|
| |
Termination
Without Cause
(No Change in
Control)
|
|
|
Cash Compensation
|
| |
|
| |
|
| |
|
|
|
Separation Payment
|
| |
$2,100,000(1)
|
| |
|
| |
$600,000(2)
|
|
|
Annual Incentive Award
|
| |
$450,000(3)
|
| |
$225,000
|
| |
225,000(4)
|
|
|
Long-Term Incentive
|
| |
|
| |
|
| |
|
|
|
Performance Shares
|
| |
$1,486,897(5)
|
| |
$970,671(6)
|
| |
$970,671(6)
|
|
|
Restricted Stock Units
|
| |
$1,900,799(7)
|
| |
$990,523(8)
|
| |
$990,523(8)
|
|
|
Benefits and Perquisites
|
| |
|
| |
|
| |
|
|
|
Health insurance, etc.
|
| |
$33,753(9)
|
| |
|
| |
$16,877(10)
|
|
|
Restoration Plan(11)
|
| |
$905,831
|
| |
$905,831
|
| |
$905,831
|
|
|
SERP(12)
|
| |
$538,882
|
| |
$538,882
|
| |
$538,882
|
|
|
Accrued Vacation(13)
|
| |
$50,000
|
| |
$50,000
|
| |
$50,000
|
|
|
Other
|
| |
|
| |
|
| |
|
|
|
Outplacement
|
| |
$25,000
|
| |
|
| |
$25,000
|
|
|
Total
|
| |
$7,491,162
|
| |
$3,680,907
|
| |
$4,322,782
|
|
(1)
|
Mr. Pyle would have been eligible for a separation payment equal to the sum of his annual base salary and the target bonus multiplied by two (2) pursuant to the terms of our Change in Control Plan.
|
(2)
|
Mr. Pyle is entitled to receive an amount equal to 12 months of his annual base salary pursuant to the terms of our Executive Severance Plan.
|
(3)
|
Mr. Pyle is entitled to receive an amount equal to his target bonus pursuant to the terms of our Change in Control Plan.
|
(4)
|
Upon a termination without cause in the absence of a change in control Mr. Pyle is entitled to receive an amount equal to his bonus based on actual results pursuant to the terms of our Executive Severance Plan.
|
(5)
|
Performance shares vest in full assuming target performance.
|
(6)
|
Performance shares vest on a pro rata basis assuming target performance for 2019 and 2020; actual performance for 2018.
|
(7)
|
Restricted stock units vest in full.
|
(8)
|
Restricted stock units vest on a pro rata basis.
|
(9)
|
Mr. Pyle would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on the date of termination for a period of two (2) years.
|
(10)
|
Mr. Pyle would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on the date of termination for a period of one (1) year.
|
(11)
|
Mr. Pyle is eligible to receive his Restoration Plan benefit effective December 31, 2020. The Restoration Plan benefit includes credit for fixed and matching contributions that exceed the IRS limits for our qualified 401(k) plan.
|
(12)
|
Mr. Pyle is eligible to receive his supplemental executive retirement plan benefit effective December 31, 2020.
|
(13)
|
For purposes of this table, we assumed Mr. Pyle did not take any vacation in 2020.
|
|
Pay Element
|
| |
Change in
Control
and Termination
Without Cause or
Voluntary Termination
with Good Reason
|
| |
Death /
Disability
|
| |
Termination
Without Cause
(No Change in
Control)
|
|
|
Cash Compensation
|
| |
|
| |
|
| |
|
|
|
Separation Payment
|
| |
$1,732,500(1)
|
| |
|
| |
$525,000(2)
|
|
|
Annual Incentive Award.
|
| |
$341,250(3)
|
| |
$170,625
|
| |
$170,625(4)
|
|
|
Long-Term Incentive
|
| |
|
| |
|
| |
|
|
|
Performance Shares
|
| |
$1,086,874(5)
|
| |
$654,349(6)
|
| |
$654,349(6)
|
|
|
Restricted Stock Units
|
| |
$1,324,452(7)
|
| |
$654,096(8)
|
| |
$654,096(8)
|
|
|
Benefits and Perquisites
|
| |
|
| |
|
| |
|
|
|
Health insurance, etc.
|
| |
$33,756(9)
|
| |
|
| |
$16,878(10)
|
|
|
Restoration Plan(11)
|
| |
$313,112
|
| |
$313,112
|
| |
$313,112
|
|
|
SERP(12)
|
| |
$218,676
|
| |
$218,676
|
| |
$218,676
|
|
|
Accrued Vacation(13)
|
| |
$43,750
|
| |
$43,750
|
| |
$43,750
|
|
|
Other
|
| |
|
| |
|
| |
|
|
|
Outplacement
|
| |
$25,000
|
| |
|
| |
$25,000
|
|
|
Total
|
| |
$5,119,370
|
| |
$2,054,609
|
| |
$2,621,486
|
|
(1)
|
Mr. Liedberg would have been eligible for a separation payment equal to the sum of his annual base salary and the target bonus multiplied by two (2) pursuant to the terms of our Change in Control Plan. Under 280G and the best net approach, Mr. Liedberg would be better off paying the excise tax than having amounts cutback to 280G limit.
|
(2)
|
Mr. Liedberg is entitled to receive an amount equal to 12 months of his annual base salary pursuant to the terms of our Executive Severance Plan.
|
(3)
|
Mr. Liedberg is entitled to receive an amount equal to his target bonus pursuant to the terms of our Change in Control Plan.
|
(4)
|
Upon a termination without cause in the absence of a change in control Mr. Liedberg is entitled to receive an amount equal to his bonus based on actual results pursuant to the terms of our Executive Severance Plan.
|
(5)
|
Performance shares vest in full assuming target performance.
|
(6)
|
Performance shares vest on a pro rata basis assuming target performance for 2019 and 2020; actual performance for 2018.
|
(7)
|
Restricted stock units vest in full.
|
(8)
|
Restricted stock units vest on a pro rata basis.
|
(9)
|
Mr. Liedberg would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on the date of termination for a period of two (2) years.
|
(10)
|
Mr. Liedberg would receive a lump sum cash payment in the amount of the difference of his employee premium share and COBRA costs as determined on the date of termination for a period of one (1) year.
|
(11)
|
Mr. Liedberg is eligible to receive his Restoration Plan benefit effective December 31, 2020. The Restoration Plan benefit includes credit for fixed and matching contributions that exceed the IRS limits for our qualified 401(k) plan.
|
(12)
|
Mr. Liedberg is eligible to receive his supplemental executive retirement plan benefit effective December 31, 2020.
|
(13)
|
For purposes of this table, we assumed Mr. Liedberg did not take any vacation in 2020.
|
|
|
| |
RACHEL A. GONZALEZ
|
| |
Director since 2017
|
|
|
|
| |
Ms. Gonzalez, 51, has been Executive Vice President, General Counsel and Secretary of Starbucks Coffee Company, a roaster and retailer of specialty coffee, since April 2018. From May 2017 to April 2018, she served as Chief Administrative Officer of Sabre, a leading technology solutions provider to the global travel and tourism industry. From September 2014 to May 2017, she served as Executive Vice President and General Counsel of Sabre. Prior to that she held executive positions with Dean Foods Company, Affiliated Computer Services, Inc. and was partner in the law firm of Morgan, Lewis & Bockius.
Ms. Gonzalez’s significant experience as a General Counsel and Corporate Secretary to three publicly traded companies provides in-depth experience to Dana in terms of corporate governance and Board of Director “best practices.” In addition, her international experience gives the Board an excellent resource as it evaluates Dana’s end markets. Also, Ms. Gonzalez’s extensive background in corporate finance and strategy provides a strong resource as Dana executes its own strategy and considers business opportunities. Finally, Ms. Gonzalez’s experience outside of the industrial sector provides the opportunity for a fresh perspective with respect to Dana’s strategy and operations.
|
| |||
|
|
| |
JAMES K. KAMSICKAS
|
| |
Director since 2015
|
|
|
|
| |
Mr. Kamsickas, 54, has served as Chairman of the Board of Directors since December 2019 and President and Chief Executive Officer of Dana Incorporated since August 2015. Prior to joining Dana, Mr. Kamsickas served as President and Chief Executive Officer of International Automotive Components (IAC) Group S.A., a leading global supplier of automotive interior components and systems. He also served as a member of IAC’s Board of Directors from 2007-2015. Prior to that, he spent 18 years at Lear Corporation in numerous domestic and international positions, ultimately as leader of its Interior Systems Division. Mr. Kamsickas currently serves on the Board of Trustees of the United Way of Greater Toledo.
Mr. Kamsickas’ 14 years of experience as a CEO of global manufacturers of powertrains, interiors, acoustics, exteriors, seating, electrodynamics, sealing, thermal, industrial motion, aftermarket components, and systems provide him unique insight and strategic leadership capabilities to address Dana’s business challenges and opportunities.
|
| |||
|
|
| |
VIRGINIA A. KAMSKY
|
| |
Director since 2011
|
|
|
|
| |
Ms. Kamsky, 67, has been Chairman and Chief Executive Officer of Kamsky Associates, Inc., a strategic advisory firm since 1980. She also served as an Executive Vice President of Foamex International, Inc., and in various leadership roles at then-Chase Manhattan Bank, including as a credit and lending officer and second vice president in charge of the Chase Corporate Division-China.
Ms. Kamsky has served on the Boards of the following public companies: Spectrum Brands Holdings, Inc., W.R. Grace and Company, Sealed Air Corporation, Shorewood Packing Corporation, Foamex International, Inc., Tecumseh Products Company, Tate & Lyle PLC, Ingram-Micro Inc. and Olin Corporation. Ms. Kamsky has a strong background in strategy as well as a vast knowledge of the Asia-Pacific market that provides Dana’s Board with a unique perspective into one of Dana’s growth markets. In addition, she has served as a board member of several other publicly traded companies giving Dana’s Board a great resource to assist in evaluating best practices.
|
|
|
|
| |
BRIDGET E. KARLIN
|
| |
Director since 2019
|
|
|
|
| |
Ms. Karlin. 64, is the Global Managing Director, Chief Technology Officer and VP of IBM Corporation, a global technology company that creates, develops and manufactures technologies, including computer systems, software, networking systems, storage devices and microelectronics, enabling digital transformation leveraging a secure, open, hybrid multicloud IT environment powered by AI, since 2017. Prior to her current position, Ms. Karlin served as General Manager of Intel Corporation from 2011 to 2017.
Ms. Karlin has over thirty years of advanced technology experience, as well as executive management, financial and business operations experience which provide the Board with insights to strategic growth areas in guiding Dana to be successful in global markets.
|
| |||
|
|
| |
RAYMOND E. MABUS, JR.
|
| |
Director since 2017
|
|
|
|
| |
Mr. Mabus, 72, is Founding Principal and CEO of The Mabus Group, a strategic advisory firm specializing in creating strategies for companies to grow their presence within the Federal market. He served as the 75th United States Secretary of the Navy from 2009 to 2017. He was the U.S. Ambassador to the Kingdom of Saudi Arabia from 1994 to 1996, the Governor of Mississippi from 1988 to 1992, and Auditor of the State of Mississippi from 1984 to 1988. During his career in the private sector, Mr. Mabus served as Chairman and Chief Executive Officer of Foamex International, Inc. and on the Board of Directors of Enersys. Mr. Mabus is currently a board member of Hilton Worldwide Holdings, Inc.
Mr. Mabus, over the last four decades, has served domestically and globally in a variety of high-level state and federal government roles. He has also held leadership positions in the private sector. This broad experience provides Dana with a strong source to draw upon as it enhances its leadership development capabilities. Further, Mr. Mabus’ recent global experiences as Secretary of the U.S. Navy provides “real time” perspective to Dana with respect to international strategy and business opportunities.
|
| |||
|
|
| |
MICHAEL J. MACK, JR.
|
| |
Director since 2018
|
|
|
|
| |
Mr. Mack, 64, 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, 60, is retired. Most recently, Mr. McDonald served as Chairman and Chief Executive Officer of Adient plc, a global automotive supplier from October 2016 to June 2018. He previously served as Executive Vice President and Vice Chairman of Johnson Controls, Inc., a global manufacturer of automotive, power and building solutions, from September 2014 to October 2016. Mr. McDonald also served as Executive Vice President and Chief Financial Officer from 2005 to September 2014.
Mr. McDonald joined Johnson Controls in November 2001 as Vice President and Corporate Controller and was promoted to Assistant Chief Financial Officer in 2004. 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 opportunities and minimize risks.
|
|
|
|
| |
DIARMUID B. O’CONNELL
|
| |
Director since 2018
|
|
|
|
| |
Mr. O’Connell, 57, is the former Vice President of Business 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. Before his tenure in Washington, Mr. O’Connell worked in corporate strategy as a management consultant for Accenture, as a 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 and The Mobility House GmbH.
Mr. O’Connell’s strong background as a senior executive of a global automotive manufacturer such as Tesla 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, 71, 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.
|
|
►
|
Evaluates the CEO’s performance and reviews Dana’s succession plan for the CEO and other officers;
|
►
|
Reviews the long-range business plans of Dana and monitors performance relative to achievement of those plans;
|
►
|
Considers long-range strategic issues and risks to Dana; and
|
►
|
Approves policies of corporate conduct that continue to promote and maintain the integrity of Dana.
|
►
|
Leveraging Mr. Kamsickas’s deep institutional knowledge and industry experience from his service as CEO;
|
►
|
Providing critical leadership, organizational stability, and a strong bridge between the Board and the management team; and
|
►
|
Driving efficient decision making and enhanced accountability.
|
|
Name
|
| |
Director
Since
|
| |
Independent
|
| |
Audit
Committee
|
| |
Compensation
Committee
|
| |
Nominating &
Corporate
Governance
Committee
|
| |
Technology &
Sustainability
Committee
|
|
|
Rachel A. Gonzalez
|
| |
2017
|
| |
Yes
|
| |
|
| |
►(1)
|
| |
►
|
| |
|
|
|
James K. Kamsickas
|
| |
2015
|
| |
No
|
| |
|
| |
|
| |
|
| |
|
|
|
Virginia A. Kamsky
|
| |
2011
|
| |
Yes
|
| |
►
|
| |
|
| |
►(1)
|
| |
|
|
|
Bridget E. Karlin
|
| |
2019
|
| |
Yes
|
| |
|
| |
|
| |
►
|
| |
►
|
|
|
Raymond E. Mabus, Jr.
|
| |
2017
|
| |
Yes
|
| |
►
|
| |
|
| |
|
| |
►
|
|
|
Michael J. Mack, Jr.
|
| |
2018
|
| |
Yes
|
| |
►
|
| |
►
|
| |
|
| |
|
|
|
R. Bruce McDonald
|
| |
2014
|
| |
Yes
|
| |
►(1)
|
| |
►
|
| |
|
| |
|
|
|
Diarmuid B. O’Connell
|
| |
2018
|
| |
Yes
|
| |
|
| |
►
|
| |
|
| |
►(1)
|
|
|
Keith E. Wandell
|
| |
2008
|
| |
Yes
|
| |
|
| |
|
| |
►
|
| |
|
|
(1)
|
Chair
|
|
Audit Committee
|
| |
Compensation Committee
|
| |
Nominating and
Corporate Governance Committee
|
| |
Technology and
Sustainability Committee
|
|
|
R. Bruce McDonald(1)
|
| |
Rachel A. Gonzalez(1)
|
| |
Virginia A. Kamsky(1)
|
| |
Diarmuid B. O’Connell(1)
|
|
|
Virginia A. Kamsky
|
| |
Michael J. Mack, Jr.
|
| |
Rachel A. Gonzalez
|
| |
Bridget E. Karlin
|
|
|
Raymond E. Mabus, Jr.
|
| |
R. Bruce McDonald
|
| |
Bridget E. Karlin
|
| |
Raymond E. Mabus, Jr.
|
|
|
Michael J. Mack, Jr.
|
| |
Diarmuid B. O’Connell
|
| |
Keith E. Wandell
|
| |
|
|
(1)
|
Chair
|
(1)
|
This annual grant of RSUs was made pursuant to the Plan on February 11, 2020 and vested in full on February 11, 2021. This grant was equivalent to 8,312 RSUs. Each grant is subject to accelerated vesting on death, disability, reaching mandatory retirement age (age 73) or change in control.
|
|
Name(1)
|
| |
Fees Earned
or Paid in
Cash ($)(2)
|
| |
Stock
Awards
($)(3)
|
| |
Total
($)
|
|
|
Rachel A. Gonzalez
|
| |
134,500
|
| |
135,813
|
| |
270,313
|
|
|
Virginia A. Kamsky
|
| |
134,500
|
| |
135,813
|
| |
270,313
|
|
|
Bridget E. Karlin
|
| |
124,500
|
| |
135,813
|
| |
260,313
|
|
|
Raymond E. Mabus, Jr.
|
| |
124,500
|
| |
135,813
|
| |
260,313
|
|
|
Michael J. Mack, Jr.
|
| |
124,500
|
| |
135,813
|
| |
260,313
|
|
|
R. Bruce McDonald
|
| |
139,500
|
| |
135,813
|
| |
275,313
|
|
|
Diarmuid O’Connell
|
| |
128,766
|
| |
135,813
|
| |
264,579
|
|
|
Keith E. Wandell
|
| |
158,766
|
| |
135,813
|
| |
294,579
|
|
(1)
|
Employee directors do not receive any compensation with respect to their service on the Board; accordingly, Mr. Kamsickas is not included in this table.
|
(2)
|
This column reports the amount of cash compensation earned in 2020 for Board and Committee service. As noted above, directors may elect to defer a portion of their annual cash retainer into restricted stock units. Mr. Mabus elected to defer a portion of his annual retainer in 2020. Amounts deferred are included in this column. The annual retainers are paid at the beginning of each quarter in arrears for service and meetings attended in the prior quarter.
|
(3)
|
This column reflects the full grant date fair values determined in accordance with FASB ASC Topic 718 (and dividend equivalent units earned in 2020). The aggregate number of outstanding stock awards (including dividend equivalent units) corresponding to the values listed at December 31, 2020 is shown below.
|
|
Name(1)
|
| |
Outstanding Stock
Awards (#)
|
|
|
Rachel A. Gonzalez
|
| |
8,452
|
|
|
Virginia A. Kamsky
|
| |
8,452
|
|
|
Bridget E. Karlin
|
| |
8,452
|
|
|
Raymond E. Mabus, Jr.
|
| |
8,452
|
|
|
Michael J. Mack, Jr.
|
| |
8,452
|
|
|
R. Bruce McDonald
|
| |
8,452
|
|
|
Diarmuid O’Connell
|
| |
8,452
|
|
|
Keith E. Wandell
|
| |
8,452
|
|
|
Name and Address of Beneficial Owner
|
| |
Title of Class
|
| |
Number of Shares
Beneficially Owned
|
| |
Percent
of Class
|
|
|
BlackRock, Inc.(1)
55 East 52nd Street
New York, NY 10055
|
| |
Common
|
| |
16,557,492
|
| |
11.44%
|
|
|
The Vanguard Group(2)
100 Vanguard Blvd.
Malvern, PA 19355
|
| |
Common
|
| |
12,958,129
|
| |
8.97%
|
|
|
Icahn Capital LP(3)
16690 Collins Avenue, PH
Sunny Isles Beach, FL 33160
|
| |
Common
|
| |
10,758,079
|
| |
7.45%
|
|
|
Dimensional Fund Advisors LP(4)
6300 Bee Cave Road, Building One
Austin, TX 78746
|
| |
Common
|
| |
7,402,812
|
| |
5.12%
|
|
(1)
|
BlackRock, Inc. and related entities (collectively, BlackRock) reported on a Form 13G/A filed with the SEC on January 27, 2021 holdings of common stock. It has sole voting power with respect to 16,240,033 shares of common stock and sole dispositive power with respect to 16,557,492 shares of common stock.
|
(2)
|
The Vanguard Group reported on a Form 13G/A filed with the SEC on February 10, 2021 holdings of common stock. It has sole dispositive power with respect to 12,686,678 shares of common stock and shared dispositive power with respect to 271,451 shares of common stock.
|
(3)
|
Carl C. Icahn and related entities (collectively, Icahn) reported on a Form 13G/A filed with the SEC on February 4, 2021 holdings of common stock. Icahn has shared voting power with respect to 10,758,079 shares of common stock and shared dispositive power with respect to 10,758,079 shares of common stock.
|
(4)
|
Dimensional Fund Advisors LP (Dimensional) reported on a Form 13G filed with the SEC on February 12, 2021 holdings of common stock. It has sole voting power with respect to 7,152,550 shares of common stock and sole dispositive power with respect to 7,402,812 shares of common stock.
|
|
Name of Beneficial Owner
|
| |
Shares(1)
|
| |
Restricted
Stock
Units(2)
|
| |
Shares Acquirable
within 60 Days
|
| |
Percent
of Class
|
|
|
Aziz S. Aghili
|
| |
119,504
|
| |
|
| |
0
|
| |
*
|
|
|
Jonathan M. Collins
|
| |
26,047
|
| |
|
| |
0
|
| |
*
|
|
|
Rachel A. Gonzalez
|
| |
26,031
|
| |
|
| |
0
|
| |
*
|
|
|
James K. Kamsickas
|
| |
603,561
|
| |
|
| |
0
|
| |
*
|
|
|
Virginia A. Kamsky
|
| |
36,829
|
| |
|
| |
0
|
| |
*
|
|
|
Bridget E. Karlin
|
| |
8,452
|
| |
|
| |
0
|
| |
*
|
|
|
Douglas H. Liedberg
|
| |
35,126
|
| |
|
| |
0
|
| |
*
|
|
|
Raymond E. Mabus, Jr.
|
| |
26,031
|
| |
2,241
|
| |
0
|
| |
*
|
|
|
Michael J. Mack, Jr.
|
| |
20,032
|
| |
|
| |
0
|
| |
*
|
|
|
R. Bruce McDonald
|
| |
46,656
|
| |
|
| |
0
|
| |
*
|
|
|
Diarmuid B. O’Connell
|
| |
20,032
|
| |
|
| |
0
|
| |
*
|
|
|
Robert D. Pyle
|
| |
51,660
|
| |
|
| |
0
|
| |
*
|
|
|
Keith E. Wandell
|
| |
53,919
|
| |
|
| |
0
|
| |
*
|
|
|
All Directors and executive officers as a group (16 persons)
|
| |
1,081,023
|
| |
2,241
|
| |
0
|
| |
*%
|
|
*
|
Represents holdings of less than one percent of Dana’s common stock
|
(1)
|
The number of shares shown includes shares that are individually or jointly owned, as well as shares over which the individual has either sole or shared investment or voting authority. None of the persons listed above has pledged his or her shares of common stock.
|
(2)
|
Reflects the number of restricted stock units (RSUs) credited as of February 22, 2021 to the accounts of certain non-employee Directors who elected to defer a percentage of their annual retainer into restricted stock units under our 2017 Dana Incorporated Omnibus Incentive Plan. RSUs are payable in shares of Dana common stock or, at the election of Dana, cash equal to the market value per share as described under the caption “Compensation of Directors” above. RSUs do not have current voting or investment power. Excludes RSUs awarded to Non-employee Directors and certain executive officers that have not vested under their vesting schedules.
|
►
|
Align management incentives and shareholder interests;
|
►
|
Motivate executive management and employees to focus on business goals over short and long-term horizons; and
|
►
|
Attract and retain executive talent.
|
|
Service
|
| |
2020 Fees
|
| |
2019 Fees
|
|
|
Audit Fees
|
| |
|
| |
|
|
|
Audit and review of consolidated financial statements and statutory financial statements of international subsidiaries.
|
| |
$9.0
|
| |
$10.5
|
|
|
|
| |
|
| |
|
|
|
Total Audit Fees
|
| |
$9.0
|
| |
$10.5
|
|
|
|
| |
|
| |
|
|
|
Audit-Related Fees
|
| |
|
| |
|
|
|
Other audit services relating to statutory attestation services, acquisition due diligence, and new accounting standards.
|
| |
$0.1
|
| |
$0.3
|
|
|
|
| |
|
| |
|
|
|
Total Audit-Related Fees
|
| |
$0.1
|
| |
$0.3
|
|
|
|
| |
|
| |
|
|
|
Tax Fees
|
| |
|
| |
|
|
|
Assistance with tax compliance, tax audits, and tax advice.
|
| |
$0.2
|
| |
$0.4
|
|
|
|
| |
|
| |
|
|
|
Total All Other Fees
|
| |
$0.2
|
| |
$0.4
|
|
►
|
The independent auditors’ competence and its compliance with regulations;
|
►
|
The business acumen, value-added benefit, continuity and consistency, and technical and core competency provided by the engagement team;
|
►
|
The effectiveness of the independent auditors’ processes, including its quality control, timeliness and responsiveness, and communication and interaction with management; and
|
►
|
The firm’s efforts toward efficiency, including with respect to process improvements and fees.
|
|
(Shares in millions)
|
| |
Number of Securities to be
Issued Upon Exercise of
Outstanding Options,
Warrants and Rights (1)
|
| |
Weighted Average Exercise
Price of Number of
Securities to be Issued
Upon Exercise of
Outstanding Options,
Warrants and Rights(2)
|
| |
Number of Securities
Remaining Available
for Future Issuance
|
|
|
Equity compensation plans approved by security holders
|
| |
3.8
|
| |
$16.27
|
| |
3.1
|
|
|
Equity compensation plans not approved by security holders
|
| |
|
| |
|
| |
|
|
|
Total
|
| |
3.8
|
| |
$16.27
|
| |
3.1
|
|
1.
|
In addition to stock options, restricted stock units and performance shares have been awarded under Dana’s equity compensation plans and were outstanding at December 31, 2020.
|
2.
|
Calculated without taking into account the 3.2 shares of common stock subject to outstanding restricted stock and performance share units that become issuable as those units vest since they have no exercise price and no cash consideration or other payment is required for such shares.
|
►
|
No Evergreen Feature. The 2021 Omnibus Plan does not include an “evergreen” feature that would cause the number of authorized shares to automatically increase in future years.
|
►
|
Conservative Share Reuse Provision. Shares subject to an award under the 2021 Omnibus Plan will not be available for reuse if such shares are tendered in payment of a stock option, delivered or withheld to satisfy any tax withholding obligation.
|
►
|
Minimum Vesting Period. Awards granted after April 21, 2021 must have a vesting period of at least twelve months, with the exception that up to 5% of the share reserve may have a shorter vesting period.
|
►
|
Repricings and Exchanges Prohibited. The 2021 Omnibus Plan prohibits the repurchase, cancellation and exchange of out-of-the-money outstanding Options or ARs for consideration.
|
►
|
Discount Options and ARs Prohibited. All Options and ARs must have an exercise price equal to or greater than the fair market value of our common stock on the date the Option or AR is granted.
|
►
|
Double-Trigger Change-in-Control Provisions. The change-in-control provisions under the 2021 Omnibus Plan provide for acceleration of vesting the event of a change in control only if the 2021 Omnibus Plan does not become an obligation of the successor entity or the participant incurs a termination of service without cause or for good reason following the change in control.
|
►
|
No Dividends on Unearned Awards. The 2021 Omnibus Plan prohibits the current payment of dividends or dividend equivalents on unearned Awards subject to performance conditions.
|
|
|
| |
By Order of the Board of Directors
|
|
|
|
| |
|
|
|
|
| |
Douglas H. Liedberg
|
|
|
|
| |
Senior Vice President, General Counsel & Secretary Chief Compliance & Sustainability Officer
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Page
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