Dana Incorporated filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On September 30, 2025, Dana Incorporated (the “Company”) announced that the employment of its current Chairman and Chief Executive Officer (“CEO”), R. Bruce McDonald, has been extended as the Company continues to build momentum across several key initiatives. Under Mr. McDonald’s leadership, the Company has delivered meaningful cost savings, advanced the divestiture of its Off Highway business—expected to close late in the fourth quarter of this year—and begun shaping a new long-term strategy to position the Company for sustainable growth and further margin improvement. The Company’s Board of Directors (“Board”) has confirmed that the search for a successor will accelerate in early 2026.
In connection with his extension as CEO and Chairman of the Board, on September 29, 2025, Mr. McDonald entered into an amended and restated employment agreement (the “A&R CEO Agreement”) with the Company, which provides that the term of the A&R CEO Agreement is up to one (1) year (on a month to month basis) until the successor CEO commences employment with the Company and Mr. McDonald will then transition to the role of Non-Executive Chairman of the Board (“Non-Executive Chairman”). The A&R CEO Agreement provides that, while Mr. McDonald serves as CEO, his base salary will continue to be $1,300,000 and he will be eligible to receive a grant of restricted stock units (“RSUs”) pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan (the “Equity Plan”), with an aggregate target grant date fair market value of $9,900,000, as follows: (i) $4,125,000 of the RSUs will be granted on the effective date of the A&R CEO Agreement, (ii) $825,000 of the RSUs will be granted on or around May 25, 2026, provided that he remains the CEO through the end of May 2026, (iii) from June 2026 through October 2026, an additional $825,000 of RSUs will be granted, provided that he remains the CEO through the end of each applicable month and (iv) $825,000 of RSUs will be granted on or around November 25, 2026, provided that he remains the CEO through November 25, 2026. Any RSUs granted pursuant to the A&R CEO Agreement will vest on the one-year anniversary of the applicable date of grant, subject to his continued service as CEO or his service on the Board and certain termination protections. If a Change in Control (as defined in the Equity Plan) occurs while Mr. McDonald is serving as CEO, his RSUs will be treated in accordance with the Equity Plan and applicable award agreements and if, the Change in Control occurs following Mr. McDonald’s transition to the role of Non-Executive Chairman, then his RSUs will be treated in accordance with the Company’s non-employee director RSU award agreement. Mr. McDonald is eligible to receive a cash-based transition bonus of up to $500,000, on or before November 26, 2026, as determined by the Compensation Committee of the Board, in its sole discretion, based on Mr. McDonald’s performance related to the identification, hiring, and successful transition of a successor CEO by the Company’s April 2026 annual shareholder meeting. The foregoing summary does not purport to be a complete description and is qualified in its entirety by the A&R CEO Agreement, a copy of which is filed as an exhibit hereto and incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits. The following item is filed with this report.
Exhibit No. |
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Description |
| 10.1 | A&R Offer Letter to R. Bruce McDonald, dated September 29, 2025 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 30, 2025 |
DANA INCORPORATED | ||
| By: |
/s/ Douglas H. Liedberg |
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| Name: | Douglas H. Liedberg | ||
| Title: | Senior Vice President, Chief Legal and Human Resources Officer, Corporate Secretary | ||