Filed by the Registrant ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

Payment of Filing Fee (Check the appropriate box):

 

Dana Incorporated

Proxy Statement and Notice of

2021 Annual Meeting of Shareholders

Our Proxy Statement and Annual Report

are Available at www.dana.com/proxy

 

Dana Incorporated

March 11, 2021

Dear Fellow Shareholder:

It is our pleasure to inform you that our 2021 Annual Meeting of Shareholders of Dana Incorporated will be conducted online on Wednesday, April 21, 2021, starting at 8:30 a.m., Eastern Time. Shareholders will be able to listen, vote and submit questions from any remote location with internet connectivity.

The annual report, which is included in this package, summarizes Dana’s major developments and includes our consolidated financial statements.

Whether or not you plan to participate in the 2021 Annual Meeting of Shareholders, please either sign and return the accompanying proxy card in the postage-paid envelope or instruct us by telephone or via the Internet indicating how you would like your shares voted. Instructions on how to vote your shares by telephone or via the Internet are on the proxy card enclosed with this proxy statement or the “Notice and Access” card we have provided.

 

Dana Incorporated

Notice of Virtual Annual Meeting of Shareholders

March 11, 2021

This year’s Virtual Annual Meeting of Shareholders will begin promptly at 8:30 a.m., Eastern Time. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical location for shareholders to attend. Shareholders may only participate online by logging in at www.virtualshareholdermeeting.com/DAN2021.

We invite you to participate in the Dana Incorporated 2021 Annual Meeting of Shareholders to:

The record date for the Annual Meeting is February 22, 2021 (the Record Date). Only shareholders of record at the close of business on the Record Date can vote at the Annual Meeting. Dana mailed this Notice of Annual Meeting or a Notice of Availability of Proxy Materials to those shareholders. Action may be taken at the Annual Meeting on any of the foregoing proposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed.

Dana will have a list of shareholders who can vote available for inspection by shareholders for 10 days prior to the Annual Meeting, during regular business hours at Dana’s Law Department, 3939 Technology Drive, Maumee, Ohio 43537.

Whether or not you plan to participate in the Annual Meeting and whether you own a few or many shares of stock, the Board of Directors urges you to vote promptly. Registered holders may vote by signing, dating and returning the enclosed proxy card, by using the automated telephone voting system, or by using the Internet voting system. You will find instructions for voting by telephone, by the Internet on the proxy card, in the “Notice and Access” card we have provided and in the “Questions and Answers” section of the proxy statement. Please vote your proxy, then follow the instructions in the “Questions and Answers” section below.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on April 21, 2021.

The Proxy Statement and our 2020 Annual Report are available at www.dana.com/proxy.

 

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

2021 PROXY STATEMENT

 

The Board of Directors is soliciting proxies to be used at the Dana Incorporated Annual Meeting of Shareholders to be held virtually on Wednesday, April 21, 2021, beginning at 8:30 a.m., Eastern Time. This proxy statement and the enclosed form of proxy are being made available to shareholders beginning March 11, 2021.

A proxy is your authorization for someone else to vote for you in the way that you want to vote. When you complete and submit a proxy card or use the automated telephone voting system or the Internet voting system, you are submitting a proxy. Dana's Board of Directors is soliciting this proxy. All references in this proxy statement to “you” will mean you, the shareholder, and to “yours” will mean the shareholder's or shareholders', as appropriate.

A proxy statement is a document the United States Securities and Exchange Commission (the SEC) requires to explain the matters, which you are asked to vote on by proxy and to disclose certain related information. This proxy statement and the accompanying proxy card were first mailed to the shareholders on or about March 11, 2021.

At our Annual Meeting, shareholders will act upon the matters outlined in the notice of meeting, including i) the election of directors; ii) an advisory vote on executive compensation; iii) ratification of the appointment of Dana’s independent registered public accounting firm; and iv) approval of Dana’s 2021 Omnibus Incentive Plan. Also, management will report on the state of Dana and respond to questions from shareholders.

The record date for the Annual Meeting is February 22, 2021 (the Record Date). The Record Date was established by the Board of Directors as required by Delaware law. Holders of our common stock at the close of business on the Record Date are entitled to receive notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

Holders of our common stock at the close of business on the Record Date may vote at the meeting. On February 22, 2021, 145,065,001 shares of our common stock were outstanding, and accordingly, are eligible to be voted.

Each outstanding share of common stock will be entitled to one vote on each matter to be voted upon.

We are making the proxy solicitation materials available to shareholders who hold shares electronically via the Internet under the Notice and Access rules and regulations of the SEC. On or about March 11, 2021, we mailed to such shareholders a Notice of Internet Availability of Proxy Materials (“Notice”) in lieu of mailing a full set of proxy materials. Accordingly, our proxy materials are first being made available to our shareholders on or about March 11, 2021. The Notice includes information on how to access and review the proxy materials and how to vote via the Internet. All shareholders will have the ability to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis. We believe this method of delivery will decrease costs, expedite distribution of proxy materials to you and reduce our environmental impact. We encourage shareholders to take advantage of the availability of the proxy materials on the Internet to help reduce the environmental impact of our Annual Meeting. Shareholders who received the Notice but would like to receive a printed copy of the proxy materials in the mail should follow the instructions in the Notice for requesting such materials.

If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee, then the brokerage firm, bank or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares. See “How do I vote my shares?” below.

Dana may satisfy SEC rules regarding delivery of our proxy materials, including our proxy statement, or delivery of the Notice by delivering a single copy of these documents to an address shared by two or more shareholders. This process is known as “householding.” To the extent we have done so, we have delivered only one set of proxy materials or one Notice, as applicable, to shareholders who share an address with another shareholder, unless contrary instructions were received prior to the mailing date.

We undertake to deliver promptly upon written or oral request a separate copy of our proxy statement, our 2020 Annual Report and/or our Notice, as requested, to a shareholder at a shared address to which a single copy of these documents was delivered. To make such a request,

Internet www.proxyvote.com

Telephone 1-800-579-1639

Email sendmaterial@proxyvote.com

If requesting materials by e-mail, the control number found in the box marked by an arrow on the Notice and Access card will need to be provided in the e-mail request.

If your common stock is held by a brokerage firm or bank and you prefer to receive separate copies of our proxy statement, our 2020 Annual Report or the Notice, either now or in the future, please contact your brokerage or bank. If your brokerage or bank is unable or unwilling to assist you, please make such request using the contact information indicated above.

Shareholders sharing an address who are receiving multiple copies of proxy materials and who want to receive a single copy of our annual reports, proxy statements and/or our notices may do so by submitting a request using the contact information provided in this section.

If you are a registered shareholder of record as of February 22, 2021, as opposed to a street name holder, you will be able to vote in the following ways: by telephone, by the internet, by mail, or in person at the Annual Meeting.

TO VOTE BY TELEPHONE: Call toll-free 1-800-690-6903, 24 hours a day, seven days a week, until 11:59 p.m. (ET), on April 20, 2021.

Use any touch-tone telephone to vote your proxy.

(OR)

TO VOTE BY THE INTERNET: www.proxyvote.com, 24 hours a day, seven days a week, until 11:59 p.m. (ET), on April 20, 2021.

(OR)

TO VOTE BY MAIL:

If you submit a proxy to Dana before the Annual Meeting, the persons named as proxies will vote your shares as you directed. If no instructions are specified, the proxy will be voted: i) “FOR” all of the listed director nominees; ii) “FOR” approval of the advisory vote on executive compensation; iii) “FOR” ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm; and iv) “FOR” approval of the Dana Incorporated 2021 Omnibus Incentive Plan.

You may revoke a proxy at any time before the proxy is exercised by:

If you hold your shares in “street name,” you must provide voting instructions for your shares in the manner prescribed by your brokerage firm, bank or other nominee. Your brokerage firm, bank or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing the brokerage firm, bank or other nominee how to vote your shares.

There were 145,065,001 shares of Dana's common stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares or 72,532,501 shares, present or represented by proxy, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.

For shareholders of record: If you are the shareholder of record and you do not vote by proxy card, by telephone or via the Internet, your shares will not be voted at the Annual Meeting.

For holders in street name: If your shares are held in street name, your shares may be voted even if you do not provide the brokerage firm with voting instructions. Under New York Stock Exchange (NYSE) rules, your broker may vote shares held in street name on certain “routine” matters. The NYSE rules consider the ratification of the appointment of our independent registered public accounting firm to be a routine matter. As a result, your broker is permitted to vote your shares on this matter at its discretion without instruction from you.

When a proposal is not a routine matter, such as the election of directors, the advisory vote on executive compensation, and approval of the Dana Incorporated 2021 Omnibus Incentive Plan, and you have not provided voting instructions to the brokerage firm with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. The missing votes for these non-routine matters are called “broker non-votes.” Broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but not as shares present and voting on a specific proposal.

Proposal I - Election of Directors: If a quorum exists, the election requires a plurality vote of the shares present online or represented by proxy at the Annual Meeting and entitled to vote, meaning that the director nominees with the most affirmative votes are elected to fill the available seats. As outlined in our Bylaws, regardless of this plurality vote any director who receives more “withheld” votes than “for” votes in an uncontested election is required to tender his or her resignation to the Board for consideration in accordance with the procedures set forth in the Bylaws. Our Nominating and Corporate Governance Committee will then evaluate the best interests of Dana

and its shareholders and will recommend to the Board the action to be taken with respect to the tendered resignation. Following the Board’s determination, Dana will promptly publicly disclose the Board’s decision of whether or not to accept the resignation and an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the resignation. Broker non-votes will not be counted as eligible to vote and, therefore, will have no effect on the outcome of the voting.

Proposal II - Advisory Vote on Executive Compensation: The proposal represents an advisory vote and the results will not be binding on the Board or Dana. If a quorum exists, the affirmative vote of a majority of the shares present online or represented by proxy at the Annual Meeting and entitled to vote on the matter will constitute the shareholders’ non-binding approval with respect to our executive compensation programs. Therefore, abstentions will have the same effect as voting against the proposal. Broker non-votes will not be counted as eligible to vote on the proposal and, therefore, will have no effect on the outcome of the voting on the proposal. The Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Proposal III - Ratification of the Appointment of the Independent Registered Public Accounting Firm: If a quorum exists, the proposal to ratify the appointment of the independent registered public accounting firm must receive the affirmative vote of a majority of the shares present online or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Therefore, abstentions will have the same effect as voting against the proposal. Brokers will have discretionary voting power to vote this proposal so we do not anticipate any broker non-votes (described above).

Proposal IV – Approval of the Dana Incorporated 2021 Omnibus Incentive Plan: If a quorum exists, the affirmative vote of a majority of the shares present online or represented by proxy at the Annual Meeting and entitled to vote on the matter will constitute the shareholders’ non-binding approval with respect to our executive compensation programs. Therefore, abstentions will have the same effect as voting against the proposal. Broker non-votes will not be counted as eligible to vote on the proposal and, therefore, will have no effect on the outcome of the voting on the proposal.

Dana will vote properly completed proxies it receives prior to the Annual Meeting in the way you direct. If you do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations. If you hold shares in more than one account, you must vote each proxy and/or voting instruction card you receive to ensure that all shares you own are voted. No other matters are currently scheduled to be presented at the Annual Meeting. An independent third party, Broadridge Financial Services, will act as the inspector of the Annual Meeting and the tabulator of votes.

All shareholders as of the Record Date, or their duly appointed proxies, may participate in the virtual Annual Meeting. Shareholders will be able to log into the virtual annual meeting platform beginning at 8:00 a.m. Eastern Time on Wednesday, April 21, 2021. To participate in the virtual Annual Meeting visit www.virtualshareholdermeeting.com/DAN2021 and enter your 16-digit control number as indicated. Shareholders may submit questions either before or during the meeting.

Dana pays the cost of preparing and printing the proxy statement and soliciting proxies. Dana will solicit proxies primarily by mail, but may also solicit proxies personally and by telephone, the Internet, facsimile or other means. Dana will use the services of D.F. King & Co., Inc., a proxy solicitation firm, at a cost of approximately $12,500 plus out-of-pocket expenses and fees for any special services. Officers and regular employees of Dana and its subsidiaries may also solicit proxies, but they will not receive additional compensation for soliciting proxies. Dana also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners of Dana's common stock.

Proposals to be Considered for Inclusion in Dana’s Proxy Materials – Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act), we must receive shareholder proposals by November 11, 2021 to consider them for inclusion in our proxy materials for the 2022 Annual Meeting of Shareholders. A shareholder submitting a proposal for inclusion in our proxy materials must comply with Rule 14a-8.

Other Proposals for Consideration at the 2022 Annual Meeting – A shareholder who intends to propose an item of business at the 2021 Annual Meeting of Shareholders (not for inclusion in our proxy materials) must comply with the requirements set forth in our Bylaws. Under Dana's Bylaws, our shareholders must provide advance notice to Dana in such cases. For the 2022 Annual Meeting of Shareholders, notice must be received by Dana's Corporate Secretary no later than the close of business on January 21, 2022 and no earlier than the open of business on December 22, 2021.

If Dana moves the 2022 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is the one-year anniversary of this year's Annual Meeting date (i.e., April 21, 2022), Dana must receive your notice no later than the close of business on the 10th day following the day on which notice of the meeting date is first distributed to shareholders or Dana makes a public announcement of the meeting date, whichever occurs first.

Under Dana’s Bylaws, the notice of proposed business must include a description of the business and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business and certain other information about the shareholder. Dana's Bylaws specifying the advance notice and additional requirements for submission of shareholder proposals are available on Dana's website at www.dana.com.

Director Nominations for Inclusion in Dana’s Proxy Materials (Proxy Access) – Pursuant to Dana’s Bylaws, a shareholder (or a group of up to 20 shareholders) who has continuously owned at least 3% of our shares for at least three years and has complied with the other requirements of our Bylaws may nominate and include in Dana’s proxy materials director nominees constituting up to 25% of Dana’s Board. Notice of a proxy access nomination for consideration at the 2022 Annual Meeting must be received no later than the close of business on November 11, 2021 and no earlier than the open of business on October 12, 2021.

Other Nominations for Consideration at the 2022 Annual Meeting – A shareholder who intends to nominate a person for election as a director at the 2022 Annual Meeting of Shareholders (other than under proxy access) must comply with the requirements set forth in our Bylaws. Under Dana's Bylaws, our shareholders must provide advance notice to Dana in such cases. For the 2022 Annual Meeting of Shareholders, notice must be received by Dana's Corporate Secretary no later than the close of business on January 21, 2022 and no earlier than the open of business on December 22, 2021.

If Dana moves the 2022 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is the one-year anniversary of this year's Annual Meeting date (i.e., April 21, 2022), Dana must receive your notice no later than the close of business on the 10th day following the day on which notice of the meeting date is first distributed to shareholders or Dana makes a public announcement of the meeting date, whichever occurs first.

In All Cases – Whether a nomination is made under our proxy access bylaw or under our advance notice bylaw, a shareholder’s notice to nominate individuals for election to the Board of Directors must provide information about the shareholder and the nominee, as well as the written consent of the proposed nominee to being named in the proxy statement and to serve as a director if elected. Dana's Bylaws specifying the proxy access, advance notice and additional requirements for submission of nominations are available on Dana's website at www.dana.com.

All shareholder nominations of individuals for election as directors or proposals of other items of business to be considered by shareholders at the 2022 Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

Dana's Board of Directors has determined that eight of Dana's nine directors are independent. For a discussion of the Board of Directors' basis for this determination, see the section of this proxy statement entitled “Director Independence and Transactions of Directors with Dana.”

Yes, Dana has Standards of Business Conduct for Employees, which applies to employees and agents of Dana and its subsidiaries and affiliates, as well as Standards of Business Conduct for Members of the Board of Directors. The Standards of Business Conduct for Employees and Standards of Business Conduct for Members of the Board of Directors are available on Dana's website at www.dana.com.

Yes. You may view this proxy statement and the proxy card, as well as the 2020 Annual Report, electronically by going to our website at www.dana.com/proxy and clicking on the document you wish to view, either the proxy statement and proxy card or annual report.

Preliminary results will be announced at the Annual Meeting. Final results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

A copy of Dana's Annual Report on Form 10-K for the fiscal year ended December 31, 2020, as filed with the SEC, may be obtained without charge upon written request to the Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

The proxy statement and Dana’s annual report to shareholders are available on our website at www.dana.com/proxy.

Following are the names and ages of the executive officers of Dana, their positions with Dana and summaries of their backgrounds and business experience. Our executive officers serve on Dana’s Executive Leadership Team. All executive officers are elected or appointed by the Board of Directors and hold office until the annual meeting of the Board of Directors following the annual meeting of shareholders in each year.

Our Compensation Discussion and Analysis (CD&A) provides information about the executive compensation philosophy, key principles and approaches the Company uses to determine the elements of compensation awarded to, earned by and paid to each of our named executive officers (NEOs) during 2020. This discussion offers context to the compensation disclosures included in the accompanying compensation tables and corresponding narrative discussion and footnotes below, and it should be read in conjunction with those disclosures.

Our NEOs for 2020 whose compensation is discussed in this CD&A and is included in the related tables are:

In response to the global COVID-19 pandemic declared in March 2020, Dana along with many of its customers and suppliers closed a significant number of its production sites which remained closed through the second quarter. The severe impact on our employees and our financial performance prompted the enactment of critical measures to ensure the health and safety of our employees and stabilize and secure the financial health of the Company, including actions to enhance liquidity, reduce costs and preserve cash. Throughout 2020, the Company took significant cost-flexing actions such as the aggressive elimination of discretionary spending and the intense flexing of conversion costs across our global manufacturing facilities. These measures were taken in addition to the compensation reductions enacted in April for all salaried associates and our Board of Directors from 20% up to a 50% reduction in our Chairman and Chief Executive Officer's compensation. Except where required by statute or bargained agreement, we canceled merit-based salary increases for 2020, including those of our senior executives and NEOs.

In 2020, Dana continued to prioritize the safety of our employees and service to our customers. In a year of global plant shutdowns and startups, we implemented strong protocols to ensure the physical and mental wellbeing of our people. The organization again experienced top quartile safety performance with across-the-board improvements in lost time and recordable incidents and severity rates.

We remain committed to the wellbeing of our employees, customers, shareholders and the communities in which we work and live. We were recognized as one of “America’s Most Responsible Companies 2021” by Newsweek Magazine for our commitment to sustainability and social responsibility. In July, Dana’s Board of Directors established a Technology and Sustainability Committee focused on technological and environmental stewardship, and we have committed to reducing our annual output of greenhouse gas emissions by at least 50 percent before the end of 2035.

Our people and our culture are the foundation of our success. We continued to see an increase in employee engagement and belonging across the globe, with recognition as a top workplace including awards from Forbes World’s Best Employers and Europe Top Workplaces, as well as other top employer awards in North America and across Asia. Our vision is to create a diverse, worldly organization that attracts and fosters great people whose perspectives are heard and valued. We are continuously building upon our diverse strengths to further cultivate a strong, inclusive work environment. It is our goal to embrace diversity and inclusion while enhancing the cultural competence of the global workforce.

Despite the challenges caused by the global pandemic, we continued our strong track record of successfully integrating strategic acquisitions and investments, including Ashwoods Innovations Ltd., Rational Motion GmbH and Pi Innovo Holdings Limited, remaining focused on innovation, further strengthening our ePropulsion portfolio and supporting our electrification objectives.

2020 marks the ninth consecutive year that the Company has had technologies named as finalists for the prestigious PACE Award which recognizes suppliers for game-changing technologies that deliver superior innovation, technological advancement, and business performance. Dana was one of two companies to receive multiple finalist nominations.

The objective of our executive compensation program is to retain, attract, motivate and reward our senior leaders in the successful execution of our strategy. Our long-range enterprise strategy builds on our strong foundation of innovation and technology and leverages our operating model driven by cross functional resource sharing while maintaining a customer centric focus. Our strategy furthers the expansion of our global markets and accelerates the commercialization of new technology, enabling us to sustain our profitable growth trajectory while capitalizing on our position as a leader in electrified mobility. The program is designed to balance short-term performance with long-term growth, offering compensation and benefits that are competitive with executive compensation arrangements provided to executive officers at similar levels at comparably sized companies with whom we compete for talent. Dana’s executive compensation philosophy is reviewed annually by the Compensation Committee, with focus on the following key goals:

Dana’s executive compensation program features many best practices that serve shareholder interests.

Last year’s advisory vote on executive compensation (Say on Pay) was again strongly supported by our shareholders. More than 94% of votes were cast in favor of our pay practices, which we continue to believe demonstrates that our shareholders understand that our executive compensation program is appropriately aligned with their interests. We value feedback from our shareholders and throughout 2020 we remained actively engaged through participation in numerous investor meetings and conferences. We solicited additional feedback from a number of investors to clearly understand their concerns around the impact of the global pandemic on executive compensation.

The Compensation Committee considers the favorable Say on Pay vote and other factors explained in our CD&A in evaluating the executive compensation program, and approved changes and other refinements to elements of our program to ensure the continued alignment of Dana’s strategy and business goals with shareholders’ long-term interests. Notable enhancements include the increased focus on free cash flow and value creation in incentive compensation, the elimination of cash perquisite allowances for our NEOs, expanding the scope of senior executive compensation in the Compensation Committee’s charter, augmenting executive share ownership requirements and incorporating relative performance metrics such as Relative TSR into future incentive programs. Changes to the executive compensation program are outlined in further detail later in this discussion and analysis.

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 a range of +/-15% of the 50^th percentile of our Peer Group and general industry market data as provided by the Compensation Committee’s independent compensation consultant. In addition to market data, other factors, such as an individual’s experience, responsibilities and long-term strategic value to Dana, are also considered when making recommendations and decisions on compensation.

The Peer Group used for benchmarking executive pay for all NEOs is made up of companies that are:

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 companies shown in the table below comprise our Peer Group:

The Compensation Committee, after review with its executive compensation consultant, determined that each company comprising the 2019 Peer Group continued to meet the comparison criteria. Trane Technologies was added as a member of the Peer Group due to the strategic transaction between Ingersoll-Rand and Gardner Denver completed in early 2020 that resulted in two separate companies. The Compensation Committee further determined that the composition of the group was appropriate for 2020 and elected not to make further changes.

We believe it is important to look at how NEO realizable pay compares to Dana’s performance as the pay that NEOs actually or could potentially receive is designed to link to such performance. The Compensation Committee and management analyzed the alignment between the pay of our NEOs and Dana’s three-year (2017-2019) performance relative to the Peer Group. The table below shows the characteristics that were used for the study.

The following graphs show the correlation between realizable pay and the financial performance measures indicated above over the three-year period from 2017 through 2019 for Dana’s CEO and other NEOs, and the CEOs and other NEOs in our Peer Group. Performance is indicated across the horizontal axis (stronger performance from left to right) and compensation is reflected on the vertical axis (higher pay from bottom to top) of each of the graphs. Peers lacking the full three years of data have been excluded from the analysis.

To align pay levels for our NEOs with Dana’s performance, our pay mix places the greatest emphasis on performance-based incentives. A significant majority (87% of our Chairman and CEO’s target compensation and 76% of the average target compensation of our other NEOs) is performance-based.

 

 

Our annual executive compensation program has three primary pay components: base salary, annual performance-based cash bonuses and long-term equity incentives. We also offer retirement and additional benefits.

We provide base salaries to compensate our NEOs for their primary roles and responsibilities, and to provide a stable level of annual compensation. Actual NEO salary levels and increases vary based on the NEO’s role, level of responsibility, experience, individual performance, future potential and market value. In addition, salary increases may be warranted because of a promotion or change in responsibilities.

In response to the impact of the global COVID-19 pandemic, except where required by statute or bargained agreement, we canceled merit-based salary increases for 2020, including those of our senior executives and NEOs. Base salary adjustments approved by the Compensation Committee for Messrs. Kamsickas, Collins, Aghili and Liedberg were withdrawn and their annualized base salaries were unchanged for 2020. Mr. Pyle received an increase in base salary prior to the start of the pandemic resulting from his promotion to Executive Vice President effective January 1, 2020.

Additionally, the base salary of each of our NEOs was temporarily reduced for the duration of the second quarter of 2020 in further response to the pandemic. Messrs. Collins, Aghili, Pyle and Liedberg received a 20% reduction in base salary during the second quarter. Mr. Kamsickas elected to take a 50% reduction. Base salaries were reinstated to their previous levels on July 1, 2020.

Effective January 1, 2020, our NEOs no longer receive an executive perquisite allowance. The perquisite plan had provided an annual fixed cash allowance instead of individual executive perquisites. Mr. Kamsickas previously received an annual allowance of $50,000 and our other NEOs received an annual allowance of $35,000. In lieu of the perquisite allowance, each NEO, including Mr. Kamsickas, was provided an increase in base salary of $25,000.

The table below shows the annualized base salaries for our NEOs for 2019 and 2020:

Our performance-based annual bonus program, the Dana Annual Incentive Plan (AIP), is a cash-based plan intended to motivate and reward employees based on Dana-wide, business unit and individual performance that drives shareholder value.

The AIP covers approximately 3,500 employees, including our NEOs. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO as a percentage of base salary for the upcoming performance period. The NEOs may earn from 0% to 200% of their target incentive opportunity. 80% of the incentive opportunity is based on actual consolidated and business unit financial performance compared to targets, and 20% is based on individual performance goals focused on driving strategic, operational and other priorities of the business. All performance-related goals are approved by the Compensation Committee.

The 2020 AIP target payout opportunities and results weightings with respect to our NEOs are shown in the table below:

Following the Peer Group compensation benchmarking review, the Compensation Committee approved an increase to Mr. Collins’ AIP target opportunity from 75% to 80% effective with the 2020 plan year to more closely align with annual incentive opportunities of chief financial officers within Dana’s Peer Group. Mr. Pyle’s target opportunity increased from 70% to 75% as a result of his promotion to Executive Vice President at the start of the year. No other changes were made to the target AIP opportunities for our other NEOs as the target opportunity levels were determined to be appropriately positioned. The results weightings for Messrs. Aghili and Pyle remained at 40% business unit and 40% consolidated results to continue to motivate and reward the combination of business unit and consolidated performance by leveraging core capabilities, resources and knowledge-sharing across the Company.

2020 AIP performance was based on four key metrics shown in the table below and was designed to reward the achievement of performance goals at the consolidated, business unit and individual levels. Each of the financial performance metrics maintained an equal weighting in the 2020 plan, designed to provide an appropriate level of motivation around profitability, margins and free cash flow, which are key value drivers of our business.

The Adjusted EBITDA and Adjusted Free Cash Flow measures used in our publicly reported financial results form the basis of the performance metrics that are components of our annual incentive plan. Adjustments to EBITDA generally include equity grant expense, restructuring expense, non-service cost components of pension and other postretirement benefits costs and other adjustments not related to our core operations (e.g., gains or losses on debt extinguishment, pension settlements, divestitures and impairments, etc.). Adjustments to Free Cash Flow include discretionary pension contributions. For the purpose of calculating the annual incentive award, an additional adjustment is made to remove the effects of currency exchange rate fluctuations on Adjusted EBITDA and Adjusted EBITDA Margin, which may have a significant impact on our financial results given our international footprint, and which is not within management’s control.

To determine whether annual incentive awards are paid, performance for the year is measured against specified target levels for each financial and individual performance goal. The target for 100% annual incentive achievement was based on achieving the levels of the three financial metrics from Dana’s (and each business unit’s) annual operating plan reflecting a level of performance which, at the time, was anticipated to be challenging but achievable. 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 achievements and reflecting performance at which the Compensation Committee believed a 200% target award was warranted.

The consolidated weighting and target performance for the 2020 AIP metrics are shown in the table below.

The Compensation Committee reviews the strategic, operational and other individual performance goals for the Chairman and CEO and other NEOs. The Chairman and CEO sets forth each of the other NEO’s individual goals (and the weighting of each goal), subject to approval by the Compensation Committee. The Compensation Committee sets the individual goals and weighting of each goal for the Chairman and CEO.

When the significance of the pandemic’s impact became clear early in the 2^nd quarter of 2020, the focus of the management team pivoted toward the ongoing health and safety of our employees and the communities in which we operate and securing the fiscal health of the Company, followed closely by recovery and an anticipated return to normal operations. The Compensation Committee recognized the severity of the dislocation and critical shift in priorities caused by COVID-19 and also determined that the original AIP performance metrics were no longer attainable having been based on the 2020 annual operating plan that was set before COVID-19 was declared a global pandemic. Accordingly, no AIP awards would be earned by or paid to the NEOs for 2020.

With the original AIP goals unattainable due to the pandemic, to recognize the importance of the management team’s focus on health and safety and to further motivate the broader team to achieve a strong second half finish to 2020, the Compensation Committee determined in July that the Annual Incentive Plan should be canceled and approved a 2^nd Half 2020 Bonus Plan. The 2^nd Half Bonus Plan was designed to reward the approximately 3,500 participants across the globe who had been eligible for an AIP award, including the NEOs, upon the attainment of an Adjusted Free Cash Flow target of $250 million over the months of July through December 2020. The Compensation Committee determined that Adjusted Free Cash Flow performance was the critical driver in determining the Company’s ability to effectively respond to the immediate financial threat caused by the global pandemic. Under the 2^nd Half 2020 Bonus Plan, every participant could earn an award equal to 50% of their original AIP target opportunity. No payout would be earned in the event the 2^nd Half 2020 Bonus Plan target was not achieved, nor would payouts be earned by NEOs based on the achievement of their individual performance goals.

The following table summarizes the target and actual performance associated with the 2^nd Half 2020 Bonus Plan:

Based on the results of 2^nd Half 2020 Bonus Plan, payouts for the NEOs are shown in the table below:

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.

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 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. For 2020, following its market data review, the Compensation Committee approved an increase in Mr. Kamsickas’ LTIP target opportunity to better align with long-term compensation opportunities afforded chief executive officers of the companies in Dana’s Peer Group. Similarly, the Compensation Committee approved increases to Mr. Collins’ and Mr. Liedberg’s LTIP target opportunities. Mr. Pyle’s target opportunity increased as a result of his promotion to Executive Vice President at the start of the year.

50% of the total value of the target long-term incentive opportunity is delivered through performance share awards (PSAs) and the other 50% through restricted stock units (RSUs). We believe both PSAs and RSUs are forms of performance-based incentive compensation because PSAs provide direct alignment with shareholder interests and the value of RSUs fluctuates based on stock price performance.

In addition to requiring achievement of performance criteria in respect of the performance shares, PSAs and RSUs require the NEO to remain employed with Dana for three years from the grant date, unless the NEO departs and is retirement eligible (retirement is defined as age 60 with at least 10 years of service, or age 65 regardless of service) whereby a prorated award is paid. The value of PSAs and RSUs granted to each of our NEOs in 2020 is shown in the “Summary Compensation Table”.

The LTIP is designed to provide PSAs for a select group of senior executives, including our NEOs. PSAs are tied to the achievement of two performance measures of equal weight, Adjusted EBITDA Margin and Adjusted Free Cash Flow. Each metric is measured over a three-year performance period (2020-2022) with a performance range that can result in PSAs from 0% to 200% of the target opportunity. Adjusted EBITDA Margin drives our long-term expansion commitments with an emphasis on shareholder return. It also drives profitable sales growth and the optimization of our cost structure. Adjusted Free Cash Flow is commonly considered by investors as a critical indicator of overall financial performance and we believe is a key long-term value driver for our business. The value of performance shares is also tied to Dana’s stock price performance, which aligns the executives’ interests with those of shareholders.

The target opportunities of PSAs for the NEOs are shown in the table below:

The other 50% of the LTIP design consists of RSU awards. We use RSUs to motivate and reward executives for improving long-term stock value and to serve as a retention tool. RSUs are generally granted in February to approximately 175 senior management employees, including our NEOs, and cliff vest on the third anniversary of the grant, provided the recipient remains employed by Dana. The RSUs awarded in 2020 to the NEOs are shown in the table below:

Equity awards granted to each of our NEOs are shown in the “Grants of Plan-Based Awards” table and “Summary Compensation Table” below.

December 31, 2020 marked the end of the three-year performance period for the 2018 LTIP awards. The performance metrics, targets and performance payout ranges for these awards were set and approved by the Compensation Committee in February 2018.

Consistent with the 2017 LTIP, PSAs could be earned by the NEOs based on performance associated with two equally weighted metrics, Adjusted EBITDA Margin and Pre-Tax ROIC, both measured as an average over the three-year performance period. The target levels of achievement for the Adjusted EBITDA Margin metric and the Pre-Tax ROIC metric were established to align with aggressive financial goals set at the beginning of the three-year performance period for each year through 2020.

As we entered 2020, the third year of the performance period, early estimates of potential awards under the 2018 LTIP indicated that a payout would likely be earned based on Company performance for the first two years of the performance period. However, given the severe impact of the COVID-19 pandemic on 2020 financial results, it became apparent that neither of the metrics would meet threshold levels. Accordingly, no PSAs would be earned under the plan.

The Compensation Committee desired to reward senior executives, including the NEOs, for 1) demonstrated leadership through the pandemic including, but not limited to, immediately addressing the health and safety of our team members across the globe; 2) efforts undertaken to enact the critical measures necessary to secure liquidity and implement cost reduction and cash preservation actions to protect the fiscal health of the Company; 3) navigating the Company through the pandemic’s shutdown phase culminating in an

historical restart of plant manufacturing operations and; 4) leading the subsequent recovery and a return to steady state operations. The Compensation Committee also considers recognition for strong financial results an important link to our executive compensation philosophy, namely pay for performance, with the Company having achieved record sales, record adjusted EBITDA and record adjusted EPS in the two years prior to the extraordinary events of 2020.

To reward senior executives, including the NEOs, for these financial and operational accomplishments over the full performance period, the Compensation Committee approved an adjustment to 2020 financial results with respect to the 2018 LTIP, adjusting for the loss of sales due to the global COVID-19 pandemic and providing for a profit contribution at a rate consistent with that experienced in the normal course of business. The resulting 2020 pro forma result was then included with the actual performance results of 2018 and 2019 to compute the three-year average and determine the actual award earned in accordance with the 2018 plan design.

The table below summarizes the results of the 2018 LTIP performance period relative to target and the achievement level of the 2018 LTIP awards.

The actual payout of PSAs to the NEOs, awarded as part of the 2018 LTIP and based on the results shown above for the three-year performance period ending December 31, 2020, is reflected in the table below. The realized value of the PSAs granted in 2018 can be found in footnote 3 of the Summary Compensation Table.

To remain competitive with other companies and to retain, attract and motivate highly talented executives, we provided certain other benefits to our NEOs in 2020, including health, wellness and retirement benefits.

Prior to 2020, we administered an Executive Perquisites Plan that provided an annual fixed cash allowance to eligible employees that included our NEOs, instead of individual executive perquisites. We did not offer individual perquisites to our NEOs such as car allowances, club memberships, and tax and financial planning. Effective January 1, 2020, our NEOs no longer receive a cash perquisite allowance, nor are individual perquisites offered to our NEOs. In lieu of the perquisite allowance, each NEO, including Mr. Kamsickas, was provided an increase in base salary of $25,000.

We maintain an International Assignment Policy for certain employees who accept an international assignment at the request of Dana. The benefits under this program generally include some or all of the following benefits as needed: cost of living allowance, location premium, relocation allowance, housing allowance, transportation allowance, tax preparation, assignment completion payment, repatriation allowance and annual home leave. Mr. Aghili received benefits under this program in 2020.

For more information on the benefits provided to Mr. Aghili, see the “Summary Compensation Table” and related footnotes.

We provide other benefits such as medical, dental, life insurance, accidental disability and dismemberment insurance, short-term disability and long-term disability to our NEOs, which are also provided to all eligible U.S.-based salaried employees. Eligible employees can purchase additional life, dependent life and accidental death and dismemberment coverage as part of their employee benefits package. Our NEOs and certain other manager-level employees may also purchase supplemental long-term disability insurance.

As part of our employee health and wellness benefit initiatives, we provide to certain executives, including Messrs. Kamsickas, Collins, Aghili, Pyle and Liedberg an executive physical program in which we strongly encourage participation. The benefit provides an annual routine wellness examination and physical at a cost to Dana of approximately $2,600 per executive with a slightly higher cost for initial participation.

We maintain a tax-qualified, “safe harbor” 401(k) plan for our employees, including the NEOs. Eligible participants may make voluntary contributions to the plan up to Internal Revenue Code limits. Dana makes both matching contributions and a fixed contribution to each eligible employee’s 401(k) plan account. We match 100% of the employee’s contributions up to 3% of compensation and 50% of the employee’s contributions from 3% to 5% of compensation, providing a maximum employer match of 4% of compensation to an employee. We give a company fixed contribution equal to 3.5% of each eligible employee’s compensation.

We provide a non-qualified savings plan (restoration plan), to which we credit amounts to participants, including our NEOs, that we would have otherwise provided as matching and fixed contributions under the 401(k) plan if IRS statutory limits on 401(k) plan contributions had not been applicable.

We also administer a non-qualified defined contribution Supplemental Executive Retirement Plan (SERP) for certain executives, including our NEOs. We believe that the SERP enables us to provide our NEOs with a competitive retirement program in line with our peers. A portion of the SERP benefit is based on our performance.

We offer a non-qualified deferred compensation plan that allows eligible employees, including our NEOs, to defer base salary and/or incentive pay to be paid at a future date. For more information regarding our non-qualified retirement programs, see the narrative following the “Nonqualified Deferred Compensation” table.

The Compensation Committee of the Board of Directors assists the Board in fulfilling its obligations related to the compensation of Dana’s executive officers and, in general, with respect to compensation and benefits programs relating to all employees. Our current Compensation Committee consists of a chair and independent directors who are appointed annually by the Board. Under its Charter, the Compensation Committee must have a minimum of three members who meet the requirements for independence as set forth by the Securities and Exchange Commission (SEC), the New York Stock Exchange (NYSE) and our Standards of Director Independence. Members of the Committee must also qualify as “non-employee directors” within the meaning of Exchange Act Rule 16b-3.

Rachel A. Gonzalez served as Chair of the Compensation Committee during 2020. The other members of the Compensation Committee serving in 2020 included Michael J. Mack, R. Bruce McDonald and Diarmuid B. O’Connell.

The Compensation Committee’s responsibilities include, but are not limited to:

Executive sessions are held by the Compensation Committee without the participation of any member of executive management, including the NEOs, typically to discuss compensation matters pertaining to the Chairman and CEO. Each year, the Committee reviews the performance and total compensation package of our NEOs and reviews and establishes each NEO’s total target and actual compensation for the current year including base salary, annual bonus opportunities and long-term incentive awards.

Our Chairman and CEO is responsible for making recommendations to the Compensation Committee regarding base salary and incentive opportunities for the NEOs other than with respect to his own compensation.

Compensation decisions are made by the Compensation Committee using its sole judgment. The Compensation Committee focuses primarily on each NEO’s performance against his or her financial and strategic objectives, Dana’s overall performance, and a business unit’s performance where applicable, while reserving discretion to reflect overall business performance. In consideration of the significant impact of the global COVID-19 pandemic on our employees and financial results, and the subsequent measures taken by the Company in response, the Compensation Committee approved certain adjustments to executive compensation as described in detail in this CD&A.

The Compensation Committee’s charter states the Committee may retain outside compensation consultants, legal counsel or other advisors. The Committee retains an independent compensation consultant, Mercer (US) Inc. (Mercer), a wholly owned subsidiary of Marsh & McLennan Companies, Inc. (MMC), to advise it on certain compensation matters. The Committee has the sole authority to retain, compensate and terminate any independent compensation consultants of its choosing.

In connection with the Compensation Committee’s engagement of Mercer, the Committee considered factors relevant to Mercer’s independence, including six factors specified by NYSE rules, and determined that Mercer’s work does not raise any conflict of interest. The Committee requested Mercer’s advice on a variety of issues, including compensation strategy, market comparisons, review of our Peer Group, pay and performance alignment versus industry peers, executive pay trends, stock ownership guidelines, compensation best practices and potential compensation plan designs and modifications.

Mercer provided the Peer Group and general industry compensation data to management and the Compensation Committee, and it was used as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for all of the NEOs at the beginning of 2020.

In addition to its services for the Compensation Committee, separate and distinct from executive and director compensation consulting services, Mercer provided select services for Dana in various other capacities in 2020. Those services included other global compensation consulting where Mercer data was most relevant in a given country. Mercer’s fees for executive compensation consulting in fiscal year 2020 were $178,890. During the fiscal year, Dana retained Mercer (and its MMC affiliates) to provide services unrelated to executive compensation. The aggregate fees paid for these other services were $16,205. These other services were not approved by our Board of Directors or the Compensation Committee because they relate to broad-based compensation and benefit plans. Our management used Pay Governance LLC (Pay Governance) for executive compensation advice.

Our NEOs must comply with stock ownership guidelines that require executives to own a significant number of shares of our common stock. The stock ownership guidelines are calculated based on a multiple of the executive’s annual base salary and the average stock price during the prior calendar year.

We require the NEOs to achieve the required percentage of the targeted stock ownership levels on a schedule from two to five years from the date of promotion or being named to the applicable executive position. In determining that our NEOs have satisfied the ownership requirements, we generally include RSUs that have been granted and any shares owned outright by the NEO. Stock options and unearned performance shares are not counted in determining stock ownership for this purpose.

The table below shows the schedule for attaining the targeted amount of stock ownership:

All NEOs met or exceeded the ownership requirements according to the above schedule as established under our guidelines.

To further strengthen our ownership culture and alignment with the interests of our shareholders, the Compensation Committee approved several changes to the stock ownership guidelines for senior executives, including the NEOs, to take effect January 1, 2021. Approved changes include:

To mitigate risk to Dana of paying either annual or long-term incentives based on faulty financial results, we have a policy (Clawback Policy) regarding adjustment of performance-based compensation in the event of a restatement of our financial results. It provides that the Compensation Committee will review all bonuses and other compensation paid or awarded to our executive officers based on the achievement of corporate performance goals during the period covered by a restatement. If the amount of such compensation paid or payable to any executive officer based on the originally reported financial results differs from the amount that would have been paid or payable based on the restated financial results, the Committee will make a recommendation to the independent members of the Board as to whether to seek recovery from the executive officer of any compensation exceeding that to which he or she would have been entitled based on the restated results. In the case of Mr. Kamsickas, his executive employment agreement sets forth clawback provisions in addition to the Clawback Policy described above. These additional clawback provisions are described below under “CEO Employment Agreement.”

Under the terms of our “Insider Trading Policy,” no employee, officer or director is permitted to engage in securities transactions that would allow them either to insulate themselves from, or profit from, a decline in Dana’s stock price. Similarly, no employee, officer or director may enter into hedging transactions in Dana’s stock. Such transactions include, but are not limited to, short sales as well as any hedging transactions in derivative securities (i.e., puts, calls, options, swaps, forward contracts or collars) or other speculative transactions relating to Dana’s stock. Pledging of Dana’s stock is also prohibited.

Under our equity-based grant practices, we make regular equity-based grants to eligible employees, including NEOs, in the first quarter of the calendar year at a regularly scheduled meeting of the Compensation Committee. Under our current practice, the exercise price, in the case of any stock options, is the closing price of our common stock on the NYSE on the date of the grant. We also may award equity-based grants during the year to newly hired executive officers as part of their compensation package or to executives based on a promotion during the year. In the case of equity-based grants to newly hired employees who may be officers subject to Section 16 of the Exchange Act, including NEOs, the grants are authorized by the Committee.

The Compensation Committee has reviewed our compensation policies and practices and determined that there are no risks arising from our compensation policies and practices that are reasonably likely to have a material adverse effect on Dana. To avoid excessive risk-taking behaviors, Dana has put in place several mechanisms, including, but not limited to:

As Chairman and Chief Executive Officer, Mr. Kamsickas has an executive employment agreement with the Company. Terms of the employment agreement can be found in the “CEO Employment Agreement” section below. No other NEO has an employment agreement.

We administer an executive severance plan (Executive Severance Plan) in which our current NEOs participate, except for Mr. Kamsickas, whose severance compensation, other than for a change in control, is governed by his employment agreement. We also provide a double-trigger change in control severance plan (Change in Control Severance Plan) in which all of our NEOs participate. The Change in Control Severance Plan provides 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.

The Executive Severance Plan provides severance compensation to eligible executives, including our NEOs whose employment is involuntarily terminated other than by reason of death, disability or cause prior to a change in control. Severance compensation for our Chairman and CEO is provided in his employment agreement.

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 current NEOs is eligible to participate in the plan. We believe that such a plan helps to both retain and attract executives by reducing the personal uncertainty that arises from the possibility of a future business combination or restructuring. Dana believes that the Change in Control Severance Plan helps to increase shareholder value by encouraging executives to consider change in control transactions that are in the best interest of Dana and its shareholders, even if the transaction may ultimately result in termination of their employment. The plan contains a double-trigger provision (i.e., termination of employment after a change in control) for the vesting of equity awards and for distributing severance payments in the event of any change in control. No excise tax gross-up is provided under this plan.

Additional information on the terms and conditions of these plans as they relate to our NEOs is described in the section entitled “Potential Payments and Benefits upon Termination or Change in Control” below.

The exemption from Section 162(m)’s deduction limit for performance-based compensation was repealed effective for taxable years beginning after December 31, 2017 such that compensation paid to our covered executive officers in excess of $1 million per year is no longer deductible with the exception of qualified transition relief applicable to certain arrangements entered prior to November 2, 2017 and which are not materially amended thereafter. Despite this change in the tax deductibility of executive compensation, Section 162(m) remains only one of a number of considerations by the Compensation Committee in evaluating the Company’s executive compensation program and its effectiveness in retaining, attracting, motivating and rewarding its senior leaders.

We account for stock-based payments under our equity-based plans in accordance with the requirements of FASB ASC 718, Compensation – Stock Compensation. Further information about this accounting treatment can be found in Notes 1 and 11 to the Consolidated Financial Statements in Dana’s Annual Report on Form 10-K for the year ended December 31, 2020.

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (CD&A) with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K.

Compensation Committee

Rachel A. Gonzalez, Chair

Michael J. Mack, Jr.

R. Bruce McDonald

Diarmuid B. O‘Connell

February 9, 2021

The following table summarizes the compensation of our Chairman and CEO, Executive Vice President and CFO, and our three other most highly compensated executive officers serving at the end of the fiscal year ended December 31, 2020 (collectively, the named executive officers) for services rendered during the years stated in all capacities to Dana and our subsidiaries.

Footnotes:

The 2018 LTIP was comprised of 50% RSUs and 50% PSAs. Pre-Tax Return on Invested Capital (ROIC) and Adjusted EBITDA Margin (Margin) are the performance metrics applicable to the 2018 PSAs. The weighted payout was 77%, resulting from a 102% ROIC result and a 52% Margin result.

The following table contains information on grants of awards to named executive officers in the fiscal year ended December 31, 2020 under the 2017 Dana Incorporated Omnibus Incentive Plan (the “2017 Plan”).

The following table provides information on stock option, PSAs and RSUs awarded under the 2017 Plan for each named executive officer that were outstanding as of December 31, 2020.

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, 2020 of $19.52 per share.

The following table provides information concerning the vesting of PSAs and RSUs during the fiscal year ended December 31, 2020, for each of the named executive officers.

The following table provides information on the nonqualified deferred compensation of the named executive officers with respect to the fiscal year ended December 31, 2020.

Dana maintains a non-qualified supplemental executive retirement plan for certain executives, including the named executive officers. Under the terms of the supplemental executive retirement plan, Dana established unfunded notional defined contribution accounts subject to the claims of Dana’s general creditors. Each participant account is credited on an annual basis as follows: (a) fixed employer credits – equal to 3.5% of compensation; and (b) discretionary employer credits – based on Dana’s sole discretion and Company performance not to exceed 4% of compensation. The earnings rate for each participant is based on the rates of return (positive or negative) earned by the measurement funds selected by the participant as offered for the purposes of the plan. Participants are fully vested after five (5) years of service or upon death, disability or Change in Control.

Dana also maintains a non-qualified deferred compensation plan that allows certain executives to defer base pay and/or incentive pay into unfunded notional accounts subject to the claims of Dana’s general creditors.

Mr. Kamsickas became President and Chief Executive Officer and a member of the Board of Directors of Dana effective August 11, 2015. Under the terms of his employment agreement, Mr. Kamsickas is entitled to the following:

Pursuant to his employment agreement and in lieu of his participation in the Executive Severance Plan, if Dana involuntarily terminates Mr. Kamsickas’ employment without cause (as defined below) and not due to disability, or he voluntarily terminates his employment for good reason (as defined below), subject to his execution and non-revocation of a release of claims, he would be entitled to (i) severance in an amount equal to twenty-four (24) months of base salary, payable in regular payroll installments over the twenty-four (24) month period commencing on the date of termination, (ii) a bonus for the year of termination based on actual performance under the annual incentive program and a bonus for the calendar year after termination at the target amount, both payable when annual bonuses are paid to other senior executives, (iii) medical, dental, prescription drug, basic life insurance and employee assistance program benefits for twenty-four (24) months following the date of his termination subject to his payment of any required employee contributions consistent with those contributions required of active employees of Dana (and which benefits shall be coterminous with his entitlement to COBRA health benefits continuation), and (iv) outplacement benefits (having a cost not exceeding $50,000).

Pursuant to Mr. Kamsickas’ employment agreement, “cause” generally means (i) a willful and material misappropriation of any monies or assets or properties of Dana; (ii) a willful and material breach by him of the terms of his employment agreement that is demonstrably injurious to Dana and that, if capable of cure, has not been cured within thirty (30) days after written notice to him; or (iii) the conviction of, or plea of guilty or nolo contendere by him to, a felony or to any criminal offense involving his moral turpitude.

Pursuant to Mr. Kamsickas’ employment agreement, “good reason” generally means the occurrence of any of the following without his consent: (i) any material adverse change by Dana in his title, position, authority or reporting relationships with Dana; (ii) Dana’s requirement that he relocate to a location in excess of fifty (50) miles from Dana’s current office location or from any future office location acceptable to him; or (iii) any material breach by Dana of the employment agreement which is not cured within thirty (30) days after written notice by Mr. Kamsickas to Dana, which notice shall specify the breach and the nature of conduct necessary to cure such breach.

For a period of twenty-four (24) months following his termination of employment, Mr. Kamsickas is prohibited from competing against Dana, soliciting its customers or employees, and working for a competitor. Mr. Kamsickas has also agreed that he will not disclose Dana’s confidential information.

As discussed in the “Compensation Discussion and Analysis” section above, Dana maintains both an Executive Severance Plan and Change in Control Severance Plan that apply to certain senior executives, including our named executive officers.

Set forth below is a description of each plan (applicable to eligible executive officers, including named executive officers). This is followed by tables relating to Messrs. Kamsickas, Collins, Aghili, Pyle and Liedberg.

In the event any eligible executive officer, except our CEO (as he is entitled to payments under his employment agreement), is involuntarily terminated by Dana without cause (as defined below) and other than due to death or disability and such termination occurs prior to a Change in Control, Dana will pay the executive an amount equal to twelve (12) months of base salary, the cost of COBRA premiums for twelve (12) months, and an annual incentive plan (AIP) payment equal to a full year, subject to actual performance results. Additionally, the executive will receive payment or receive reimbursement for reasonable costs of outplacement services, subject to a maximum amount of $25,000.

The Change in Control Severance Plan (CIC Plan) is designed to provide severance benefits to all eligible executive officers whose employment is terminated as a result of a change in control of Dana. Dana’s current named executive officers are eligible to participate in the CIC Plan. Under the CIC Plan, any participant who incurs a qualifying termination (as defined below) will be entitled to receive two times the sum of the individual’s salary and target bonus (three times the sum of his or her salary and his or her target bonus, in the case of the CEO and CFO) for the year in which termination occurs. As of the termination date, each named executive officer will be entitled to: (i) the full amount of any earned but unpaid base salary through the date of termination plus a cash payment for all unused vacation time accrued; (ii) a pro rata portion of his or her annual target bonus for the year in which termination occurs; (iii) all equity awards vesting in full (with the target number of performance shares, if applicable) and becoming fully exercisable; (iv) a lump sum cash amount to allow, but not require, the employee to purchase additional coverage equal to a total of two years (three years for the CEO) of subsidized COBRA; and (v) reasonable costs of outplacement services not to exceed $25,000 ($50,000 for the CEO).

The CIC Plan does not provide for any excise tax gross-up payments to executive officers in connection with a change in control and instead includes provisions requiring a cutback of the benefits payable under the plan if it would result in the executive receiving a greater payment on an after-tax basis (after accounting for any excise taxes that would otherwise be triggered). Payments under the CIC Plan are payable in a lump-sum subject to execution of a release of claims against Dana.

For purposes of the CIC Plan, “qualifying termination” generally means (i) an executive’s involuntary termination of employment with Dana during the 24-month period following a change in control other than a termination by reason of death, disability or for cause or (ii) an executive’s resignation of employment with Dana during such period for good reason.

Pursuant to the award agreements for the RSUs, if the recipient’s employment is terminated without cause or by reason of death, disability or normal retirement, all outstanding RSU awards are prorated based on the number of full months of employment on the termination date within each vesting period. In the event of a change in control and the recipient is still employed with Dana, RSUs become nonforfeitable and payable to the recipient. Pursuant to the award agreements for performance shares, if the recipient’s employment is terminated without cause or by reason of death, disability or normal retirement, the outstanding performance awards shall remain eligible to vest, prorated based on the number of full months of employment from the grant date through the termination date, and based on actual performance during the performance period. If, during the performance period, a change in control occurs and the recipient is still employed with Dana, then the recipient shall automatically vest a prorated portion of the performance shares (based on the number of full months the recipient is employed by Dana from the grant date and ending on the date of the change in control), assuming target performance for such purpose, subject to eligibility for full vesting in accordance with the CIC Plan described above.

The following tables set forth the potential payments that would have been due to our named executive officers upon termination or a change of control as of December 31, 2020.

The following table describes the potential termination and change in control payments to Mr. Kamsickas, Dana’s Chairman and Chief Executive Officer, under a variety of circumstances.