Proxy Statement (Form DEF 14A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.  )

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

2026 Annual Meeting of Shareholders

Our Proxy Statement and Annual Report

are Available at www.dana.com/proxy

 

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

March 13, 2026

Dear Fellow Shareholder:

It is our pleasure to inform you that our 2026 Annual Meeting of Shareholders of Dana Incorporated will be conducted online on Wednesday, April 22, 2026, 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 2026 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.

PROXY STATEMENT

 

Table of Contents

 

Dana Incorporated

Notice of Virtual Annual Meeting of Shareholders

March 13, 2026

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/DAN2026.

We invite you to participate in the Dana Incorporated 2026 Annual Meeting of Shareholders to:

The record date for the Annual Meeting is Monday, February 23, 2026 (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 on or about March 13, 2026. 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 or by the Internet, 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 22, 2026.

The Proxy Statement and our 2025 Annual Report are available at www.dana.com/proxy.

 

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

2026 PROXY STATEMENT

 

QUESTIONS AND ANSWERS

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 22, 2026, 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 13, 2026.

What is a proxy?

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.

What is a proxy statement?

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 13, 2026.

What is the purpose of the Annual Meeting?

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) vote on the shareholder proposal to require an independent board chairman. Also, management will report on the state of Dana and respond to questions from shareholders.

What is the record date and what does it mean?

The record date for the Annual Meeting is February 23, 2026 (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.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock at the close of business on the Record Date may vote at the meeting. On February 23, 2026, 109,556,506 shares of our common stock were outstanding, and accordingly, are eligible to be voted.

What are the voting rights of the holders of common stock?

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

What is "Notice and Access" and why did Dana elect to use it?

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 13, 2026, 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 13, 2026. 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.

What is the difference between a shareholder of record and a "street name" holder?

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.

I share an address with another shareholder. Why did we receive only one set of proxy materials?

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 2025 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 [email protected]

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 2025 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.

How do I vote my shares?

If you are a registered shareholder of record as of February 23, 2026, 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 during 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 21, 2026.

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 21, 2026.

(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) "AGAINST" the shareholder proposal to require an independent board chairman.

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.

What is a quorum?

There were 109,556,506 shares of Dana's common stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares or 54,778,254 shares, present or represented by proxy, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.

Will my shares be voted if I do not provide my proxy?

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 and the advisory vote on executive compensation 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.

What vote is required?

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 - Independent Board Chairman: The shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. If a quorum exists, the shareholder proposal 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. 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.

How do I participate in the virtual annual meeting?

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 22, 2026. To participate in the virtual Annual Meeting, visit www.virtualshareholdermeeting.com/DAN2026 and enter your 16-digit control number as indicated on the Notice and Access card. Shareholders may submit questions either before or during the meeting.

Who pays for the costs of the Annual 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 $15,000 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 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.

How can shareholders propose business (other than nominations) for consideration by shareholders at the 2027 Annual Meeting of Shareholders?

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 13, 2026, to consider them for inclusion in our proxy materials for the 2027 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 2027 Annual Meeting - A shareholder who intends to propose an item of business at the 2027 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 2027 Annual Meeting of Shareholders, notice must be received by Dana's Corporate Secretary no later than the close of business on January 22, 2027 and no earlier than the open of business on December 23, 2026.

If Dana moves the 2027 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 22, 2027), 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.

How can shareholders nominate individuals for election as directors for consideration by shareholders at the 2027 Annual Meeting of Shareholders?

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 2027 Annual Meeting must be received no later than the close of business on November 13, 2026, and no earlier than the open of business on October 13, 2026.

Other Nominations for Consideration at the 2027 Annual Meeting - A shareholder who intends to nominate a person for election as a director at the 2027 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 2027 Annual Meeting of Shareholders, notice must be received by Dana's Corporate Secretary no later than the close of business on January 22, 2027 and no earlier than the open of business on December 23, 2026.

If Dana moves the 2027 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 22, 2027), 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.

Additionally, to comply with the SEC's universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice for each nomination of a Director that includes the information required by Rule 14a-19 under the Exchange Act.

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.

Where should shareholders send proposals for business and director nominations for consideration at the 2027 Annual Meeting of Shareholders?

All shareholder nominations of individuals for election as directors or proposals of other items of business to be considered by shareholders at the 2027 Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

How many of Dana's directors are independent?

Dana's Board of Directors has determined that six (6) of the eight (8) directors being nominated for re-election at the 2026 Annual Meeting of Shareholders are independent. For a discussion of the Board of Directors' basis for this determination, see the section of this proxy statement entitled "Director Independence."

Does Dana have a Code of Ethics?

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 Employeesand Standards of Business Conduct for Members of the Board of Directors are available on Dana's website at www.dana.com.

Is this year's proxy statement available electronically?

Yes. You may view this proxy statement and the proxy card, as well as the 2025 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.

How can I find the results of the Annual Meeting?

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, 2025, 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.

EXECUTIVE OFFICERS

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.

Executive Compensation

Compensation Discussion and Analysis

Introduction

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 2025. 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 2025 whose compensation is discussed in this CD&A and is included in the related tables are:

Executive Overview

2025 was a year of transition for Dana. We continue to execute a focused transformation to become a streamlined, high margin company dedicated to serving light and commercial vehicle customers with a full suite of traditional and electrified propulsion and energy management technologies. During the past year, the Company advanced this strategy through the divestiture of non-core operations, disciplined cost reduction initiatives and a strengthened commitment to delivering sustainable shareholder returns.

Following the sale of our Off-Highway business, we now operate as a more focused enterprise aligned around core light vehicle driveline, sealing, and thermal management products, as well as commercial vehicle systems. This refined market orientation enables Dana to concentrate resources on the segments where it holds strong competitive positions and where long-term secular trends support continued growth. This focus is embodied in our new vision "to become the world's best powertrain company," and our mission "to help customers enhance the performance of their vehicles."

Dana's operational priorities include driving efficiencies and expanding margins through our $325 million cost reduction program. These initiatives are designed to deliver durable, long-term value while enhancing the company's financial flexibility. Dana remains committed to maintaining a strong balance sheet, targeting net leverage of approximately 1x over the business cycle to support continued investment and capital deployment.

Innovation remains central to Dana's long-term growth strategy. The Company is accelerating the development of advanced propulsion and energy management solutions through a combination of traditional driveline technologies, electrodynamic systems, and industry-leading thermal and sealing capabilities. Capital allocation priorities continue to focus on funding organic growth opportunities, reducing debt and executing our previously announced $2 billion capital return plan through 2030. Additionally, we increased our per share dividend rate by 20% earlier this year.

Strategic and Financial Accomplishments

We delivered on several key strategic commitments and achieved significant financial milestones that advanced our transformation.

Dana's Compensation Philosophy

The objectives of our executive compensation program are to retain, attract, motivate and reward our senior leaders in the successful execution of our strategy. 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 a focus on the following key goals:

Dana's Executive Compensation Practices

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

Say on Pay and Shareholder Engagement

At the 2025 Annual Meeting of Shareholders, 79% of votes cast were in favor of our executive compensation program. The Compensation Committee considered the Say on Pay vote and other factors explained in our CD&A in evaluating the effectiveness of our executive compensation program, approving 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. Changes to the executive compensation program are described in further detail later in this discussion and analysis and include:

We maintain an on-going dialogue with our shareholders and welcome feedback regarding our executive compensation program.

Relationship Between Dana's Pay and Performance

Compensation Peer Group

One of the factors our Compensation Committee uses in setting executive compensation is an evaluation of how our target compensation and benefits levels compare with those of similarly situated executives at companies that comprise our executive compensation peer group (Peer Group). Dana's philosophy for senior executive pay, including NEO pay, is to target the median of our Peer Group and general industry market data as provided by the Compensation Committee's independent compensation consultant. In addition to market data, other factors, such as criticality of role, an individual's experience and tenure in the role, and job responsibilities and performance are also considered when making recommendations and decisions on compensation.

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

The Peer Group is reviewed annually by the Compensation Committee and modifications are made to ensure each company in the group meets the above comparison criteria. The 18 companies shown in the table below comprised our 2025 Peer Group:

As a result of the announcement to divest Dana's Off-Highway business, the Compensation Committee elected to modify the 2025 Peer Group. Eaton Corporation plc, Emerson Electric Co., Flowserve Corporation, Fortive Corporation, Parker-Hannifin Corporation and

Trane Technologies plc were removed from the Peer Group due to differences in size, business focus, industry relevance and anticipated transactions (in the case of Flowserve Corporation and Fortive Corporation). Garret Motion Inc. and PHINIA INC. were added to the Peer Group to better reflect the Company's go-forward profile.

2025 Compensation at a Glance

Due to the interim nature of his role as Chairman and CEO, Mr. McDonald does not participate in Dana's annual bonus plan and does not receive performance-based long-term incentives. Mr. McDonald's compensation is described later in this CD&A and related disclosures.

To align pay levels for our other NEOs with Dana's performance, our pay mix places the greatest emphasis on performance-based incentives. A significant majority of our other NEO's target compensation is performance-based and is at risk. The chart below illustrates the distribution of 2025 total direct compensation (i.e., base salary, target bonus and target long-term incentives) reflecting the significance of long-term and at-risk compensation for our other NEOs.

 

Elements of the 2025 Executive Compensation Program

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 described later in this CD&A.

Base Salary

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, where applicable, 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.

No changes were made to base salaries for our NEOs for 2025 reflecting the announced sale of Dana's Off-Highway business and a resulting evaluation of the Company's enterprise strategy. Annualized base salaries for our NEOs are shown in the table below.

Annual Performance-Based Cash Incentive

The Dana Annual Incentive Plan ("AIP") is a cash-based annual bonus plan intended to motivate and reward employees based on Dana's consolidated financial results and team performance goals that drive shareholder value.

The AIP covers approximately 1,730 employees, including our NEOs, with the exception of Mr. McDonald who does not participate in the AIP. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO as a percentage of base salary for the plan year. The NEOs may earn from 0% to 200% of their target incentive opportunity. The annual incentive payout is weighted 80% to consolidated financial metrics and 20% to team performance goals focused on driving strategic priorities of the business.

The 2025 AIP target payout opportunities with respect to our NEOs are shown in the table below. No changes were made to the target opportunities for our NEOs for 2025.

2025 AIP performance was based on the results of the four key metrics shown in the table below. The plan was designed to reward the achievement of performance goals at the consolidated and senior leadership team levels. In fact, each of the three financial performance metrics are intended to incentivize profit and free cash flow growth and are key value drivers of our business. The respective weights assigned to each financial performance metric are shown in the table and reflect the equal importance of each metric in driving the achievement of our 2025 financial objectives.

The Adjusted EBITDA and Adjusted Free Cash Flow measures used in our publicly reported financial results form the basis of the Adjusted EBITDA and Pre-tax Unlevered Free Cash Flow performance metrics that are components of our AIP. Adjustments to EBITDA generally include equity grant expense, restructuring expense, non-service cost components of pension and other post-retirement benefits costs and other adjustments not related to our core operations (e.g., gains or losses on debt extinguishment, pension settlements, divestitures and impairments, etc.). Adjusted Free Cash Flow is modified to remove interest and tax impacts in order to

determine Pre-tax Unlevered Free Cash Flow performance. Additional adjustments to Pre-tax Unlevered Free Cash Flow may include items such as divestitures, discretionary pension contributions, or other similar factors. Run Rate Cost Reduction, defined as the permanent reduction of operating costs at full run rate by the start of 2026, was added as a performance metric for the 2025 plan year, replacing Net New Business, and was meant to drive efficiency through the organization, resulting in significantly improved profit margins and cash flows. For the purpose of calculating the annual incentive award, an adjustment is made to remove the effects of currency exchange rate fluctuations on Adjusted EBITDA and Pre-tax Unlevered Free Cash Flow, which may have a significant impact on our financial results given our global footprint, and which is not within management's control.

Company Financial Metrics(80% of AIP Award)

To determine whether annual incentive awards are earned, performance is measured against a specified target for each individual metric. Metric targets were based on achieving a level of performance which, at the time, was anticipated to be challenging but attainable. The threshold level was set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievement and reflecting performance at which the Compensation Committee believed a 200% target award would be warranted.

AIP Performance

Weighting, target performance, actual performance and the payout associated with each of the 2025 AIP metrics are shown in the table below. Metric weightings and performance ranges approved by the Compensation Committee are intended to complement the rigor inherent in our business planning and target-setting processes by further incentivizing the attainment of exceptional performance outcomes.

Team Performance Goals(20% of AIP Award)

With the Company undergoing significant change and to emphasize the urgency required to drive the execution of critical objectives, the Compensation Committee approved a focused set of team goals for the 2025 AIP against which performance would be measured and payouts earned for all senior leadership team members, including the NEOs, except for Mr. McDonald who does not participate in the AIP. The team goals consist of key strategic objectives including completing the divestiture of Dana's Off-Highway business, successfully consolidating and integrating the Company's business segments and developing a new long-range operating plan for the new organization reflecting top line growth strategies and enhanced profitability and returns on investment. NEOs can earn an award under the team goals component of the AIP ranging from 0% to 200%.

The Compensation Committee reviewed the outcomes for the team performance goals, determining that each was successfully exceeded, and approved the maximum payout of 200% to Messrs. Kraus, Foster, Pour and Liedberg. As noted above, Mr. McDonald does not participate in the AIP.

2025 Annual Incentive Plan Results

The annual incentive payments for our NEOs under the 2025 AIP, based on financial and team performance described above, are shown in the following table.

The performance and payout range (threshold, target and maximum incentive opportunity) of annual cash incentives for each of our NEOs is provided in the table titled "Grants of Plan-Based Awards". The actual award paid, as shown in the table above, is also provided in the "Non-Equity Incentive Plan Compensation" column of the "Summary Compensation Table" below.

Long-Term Incentive Program

We believe that Dana's long-term performance is driven through an ownership culture that rewards executives for creating and maximizing shareholder value. Our Long-Term Incentive Program ("LTIP") provides participants, including our NEOs, with incentive awards that serve an important role by balancing short-term goals with long-term shareholder value creation while minimizing risk-taking behaviors that could negatively affect long-term results.

The Compensation Committee approves the amount of the annual long-term incentive award, which is based on a percentage of the NEO's base salary. Each NEO's award opportunity is based on a target dollar value (determined prior to the beginning of the performance period) assigned to his or her position based on market comparisons for similar positions, using both Peer Group and general industry market data. Following its market data review for 2025, the Compensation Committee approved increases to the LTIP target opportunities for Mr. Kraus (from 300% to 325% of base salary) and Mr. Foster (from 240% to 300% of base salary) to maintain appropriate positioning within the range of compensation peers and reflecting the criticality of their respective roles in the execution of the Company's strategic objectives (e.g., completing the divestiture of the Off-Highway business and the consolidation of the Light Vehicle and Power Technologies segments). Mr. McDonald received an award of restricted stock unit ("RSUs") under the terms of his amended and restated employment agreement as Chairman and CEO in 2025, described in the "Summary Compensation Table".

The 2025 LTIP award was delivered through two vehicles, one half of the total target value in the form of performance share units ("PSUs") and the other half through RSUs. We believe both PSUs and RSUs are forms of performance-based incentive compensation because (i) PSUs vest based on performance against financial metrics associated with profitability, cash flow and shareholder return consistent with our long-term financial and strategic objectives while providing direct alignment with shareholder interests and (ii) the value of RSUs fluctuates based on stock price performance.

Performance Shares

The LTIP is designed to provide PSUs to a select group of senior executives, including our NEOs, with the exception of Mr. McDonald, whose award as Chairman and CEO, as outlined in his Amended & Restated CEO Agreement, consisted of receiving only a grant of RSUs due to the interim nature of his appointment, precluding him from participation over the full performance period.

PSUs are tied to the achievement of financial performance measures, Pre-tax Return on Invested Capital (40% weighting), Pre-tax Unlevered Free Cash Flow (40% weighting), and Total Shareholder Return relative to select constituents of the S&P 1500 Autos & Components index ("Relative TSR") (20% weighting). The free cash flow metric was retained in both the short and long-term plans because of the importance this metric plays in the successful execution of our strategy. Each metric is measured over a three-year performance period (2025-2027) and PSUs can be earned from 0% to 200% of target opportunity. This combination of metrics incentivizes performance associated with profitability, cash flow and shareholder return and is intended to drive execution of our long-term financial and strategic objectives while aligning with investor interests. The value of performance shares is also tied to Dana's stock price performance, which further aligns the executives' interests with those of shareholders. The Compensation Committee approved the prospective accrual of dividend equivalent units ("DEUs") on all outstanding PSUs beginning in 2025. These DEUs are subject to the same vesting conditions as the underlying awards.

The table below shows the PSU metric targets in accordance with the 2025 LTIP over the three-year performance period.

The 2025 target PSU opportunities for the NEOs are shown in the table below:

Restricted Stock Units

The other half of the LTIP design consists of RSU awards. We use RSUs to motivate and reward executives for improving long-term stock value and to serve as a retention tool. RSUs are generally granted in February to approximately 110 senior management employees, including our NEOs, and vest ratably on the first, second and third anniversary of the grant date, provided the recipient remains employed by Dana when the awards vest. RSUs awarded to Mr. McDonald upon being extended as Chairman and CEO vest on the one-year anniversary of the grant date and are subject to continued service as the CEO or as a member of the Board and the terms of the applicable equity compensation plans and documents (see "CEO Employment Agreements" section later in this document for additional details). The RSUs awarded in 2025 to the NEOs are shown in the table below.

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

2023 Performance Share Plan

December 31, 2025 marked the end of the three-year performance period for the 2023 PSUs. The performance metrics, performance payout ranges, and target growth criteria for these awards were set and approved by the Compensation Committee in February 2023.

Under the 2023 LTIP, the number of performance shares that vest and could be earned by the NEOs (other than for Mr. McDonald and Mr. Pour as neither Mr. McDonald nor Mr. Pour were provided any 2023 PSUs) was based on the level of achievement associated with two Company financial metrics, Adjusted EBITDA and Adjusted Free Cash Flow, and a third performance metric, Relative Total Shareholder Return ("TSR") compared to a peer group index. The initial performance targets for Adjusted EBITDA and Adjusted Free Cash Flow were established by the Compensation Committee at the beginning of the three-year performance period in alignment with our 2023 operating plan. Targets for the second year of the performance period were set based on the actual performance of the prior year by applying a predetermined level of growth for each metric in the following year. Targets for the third year of the performance period were set to reflect the same predetermined level of growth after accounting for the impact of the Off-Highway divestiture on plan metrics. In each year of the plan, measurement against that year's targets determined the number of performance shares earned during the year and banked for distribution at the end of the performance period. Target Relative TSR was also established at the beginning of the performance period, with Company TSR performance relative to the performance of the S&P 1500 Autos & Components index at the end of the performance period determining the number of performance shares earned for the metric.

The table below summarizes the results of the 2023 performance share plan.

2026 Incentive Plan Enhancements

In response to investor feedback, to drive the execution of the Company's strategy and to strengthen the alignment of our compensation program with shareholder's interests, the Compensation Committee approved several changes to its 2026 incentive plans. The 2026 AIP was modified with the removal of the Run Rate Cost Reduction metric, shifting to two financial metrics of equal weight: Working Capital Intensity (replacing the Pre-tax Unlevered Free Cash Flow metric) and Adjusted EBITDA to drive near-term margin expansion and enhancing cash flow generation through working capital improvement. As mentioned in the "Executive Overview" section above, the 2026 LTIP design was also changed in several ways. First, by shifting Relative TSR from a performance metric to a performance modifier, allowing more weight to be placed on Pre-tax Return on Invested Capital and Free Cash Flow performance. Second, adjusting the equity mix for senior executives from 50% performance share units and 50% restricted stock units to 60% performance share units and 40% restricted stock units, placing a greater emphasis on long-term value creation.

Other Elements of Compensation

To remain competitive with other companies and to retain, attract and motivate highly talented executives, we provided certain other benefits to our NEOs in 2025, including health, wellness and retirement benefits.

Executive Perquisites

We do not offer significant individual perquisites to our NEOs such as car allowances, club memberships, and tax and financial planning. Mr. McDonald was provided certain living expenses as described in the footnotes to the "Summary Compensation Table" due to the interim nature of his assignment.

Health and Welfare - Wellness Benefits

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 an executive physical program to certain executives, including our NEOs, in which we strongly encourage participation. The benefit provides an annual routine wellness examination and comprehensive physical at a cost to Dana of approximately $2,500 per executive with a slightly higher cost for initial participation.

Retirement Benefits

We maintain a tax-qualified, "safe harbor" 401(k) plan for our employees, including the U.S.-based 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 2% 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 Mr. Liedberg. The SERP was modified in 2025 to close the plan to new participants and to cease further contributions.

How We Make Compensation Decisions

Role of the Compensation Committee and Chairman and CEO

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 SEC, the 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.

Bridget E. Karlin served as Chair of the Compensation Committee during 2025. The other members of the Compensation Committee serving in 2025 included Christian A. Garcia (prior to his resignation from the Board), Ernesto M. Hernández and Michael J. Mack, Jr.

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

The Compensation Committee holds executive sessions without the presence 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 authority to make decisions based on overall business performance, conditions and challenges.

Role of the Independent Compensation Consultant

The Compensation Committee's charter states the Committee may retain outside compensation consultants, legal counsel or other advisors. Following a request for proposal process, Meridian Compensation Partners, LLC (Meridian) was engaged as the independent compensation consultant by the Committee to advise it on certain compensation matters after the completion of the Committee's April 2025 meeting. The Committee has the sole authority to retain, compensate and terminate any independent compensation consultants of its choosing.

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

The Compensation Committee's former independent compensation consultant provided the Peer Group and general industry compensation data to management and the Compensation Committee, and it was used as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for our NEOs in 2025.

Meridian provided no additional services for Dana in 2025 other than those services provided for the Compensation Committee mentioned above.

Compensation Policies and Practices

Dana's Stock Ownership Guidelines

Participants in the LTIP, including our NEOs, must comply with stock ownership guidelines that require ownership of a significant number of shares of our common stock. The stock ownership guidelines are calculated based on a multiple of annual base salary and the average stock price during the prior calendar year. To strengthen alignment with shareholders by reinforcing an ownership mindset amongst plan participants, the Compensation Committee approved an increase in the multiple for Senior Vice Presidents from 1x to 2x and established guidelines for all other participants as shown in the table below.

In determining that the ownership requirements are satisfied, we generally include RSUs that have been granted and any shares owned outright by the executive. Unearned performance shares are not counted in determining stock ownership for this purpose. Executives generally have five years beginning from date of hire or promotion into an applicable role in which to attain compliance. The sale of shares acquired upon vesting of awards is restricted until the ownership requirements, shown below, have been met.

All NEOs exceeded, met or were on track to meet their 2025 ownership requirement as established under our guidelines.

Clawback Policy

To mitigate risk to Dana of awarding certain of its executives, including its NEOs, incentive compensation based on financial results that are subsequently restated, the Compensation Committee adopted a revised clawback policy in 2023, in compliance with rules set by the SEC and the NYSE requiring the clawback of incentive compensation (Clawback Policy). The Clawback Policy provides that the Compensation Committee will act to recoup incentive compensation paid to the Company's executives and certain other officers determined to have been paid in excess or in error based on the restated results. The policy can be found as an exhibit to Dana's Annual Report on Form 10-K for the year ended December 31, 2025. The revised Clawback Policy has not been triggered following its adoption in 2023. In addition, equity awards issued pursuant to the 2021 Omnibus Incentive Plan include clawback provisions allowing the Board to require forfeiture of unvested awards and recoupment of issued awards in the event an executive engages in certain types of detrimental activity.

Hedging and Pledging of Dana Stock

Under the terms of our "Insider Trading Policy", non-employee Directors, officers and certain employees are not 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, directors, officers and certain employees may not 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 (e.g., 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.

Equity-Based Grant Practices

Under our equity-based grant practices, we make regular equity-based grants to eligible employees, including our NEOs, in the first quarter of the calendar year at a regularly scheduled meeting of the Compensation Committee. 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 Compensation Committee.

Mitigation of Potential Risk in Pay Programs

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:

Severance Arrangements

We administer an executive severance plan ("Executive Severance Plan") and a double-trigger change in control severance plan ("Change in Control Severance Plan") in which our NEOs participate. The Change in Control Severance Plan provides cash severance benefits as a result of a qualifying termination of employment after a change in control. These arrangements provide certainty to both Dana and the former executive as to their rights and obligations to each other, including restrictive covenants and non-compete agreements. Mr. McDonald does not participate in our Executive Severance Plan or our Change in Control Severance Plan. The terms of Mr. McDonald's employment, including any severance or change in control provisions, are governed by his offer letter.

Executive Severance Plan

The Executive Severance Plan provides severance compensation to eligible executives, except for Mr. McDonald, including our NEOs whose employment is involuntarily terminated other than by reason of death, disability or cause prior to a change in control.

Change in Control Severance Plan

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

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

Impact of Accounting and Tax Treatments

Internal Revenue Code Section 162(m)

Generally, Section 162(m) limits the deductibility of compensation paid to our covered executive officers in excess of $1 million per year. Tax deductibility is only one of several factors the Compensation Committee may consider in evaluating the Company's executive compensation program and its effectiveness in retaining, attracting, motivating and rewarding its senior leaders.

Accounting for Stock-Based Compensation

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, 2025.

Compensation Committee Report

The Compensation Committee has reviewed and discussed the 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

Bridget E. Karlin, Chairperson

Ernesto M. Hernández

Michael J. Mack, Jr.

H. Olivia Nelligan

 

February 6, 2026

EXECUTIVE COMPENSATION

The following table summarizes the compensation of our Chairman and CEO, Senior Vice President and CFO, our three other most highly compensated executive officers serving at the end of the fiscal year ended December 31, 2025 (collectively, the named executive officers) for services rendered during the years stated in all capacities to Dana and our subsidiaries.

SUMMARY COMPENSATION TABLE

Footnotes:

The 2023 LTIP was comprised of an award of 50% RSUs and 50% PSUs. Under the 2023 LTIP, the number of performance shares that vest and could be earned by the NEOs was based on the level of achievement associated with two Company financial metrics, Adjusted EBITDA and Adjusted Free Cash Flow, and a third performance metric, Relative Total Shareholder Return (TSR) compared to a peer group index. The payout of PSUs awarded in 2023 was 150% of target based on metric performance, further described in the 2023 LTIP performance section of the "Compensation Discussion and Analysis".

The following table contains information on grants of awards to named executive officers in the fiscal year ended December 31, 2025 under the 2021 Dana Incorporated Omnibus Incentive Plan (the "2021 Plan") and the 2025 Annual Incentive Plan.

Grants of Plan-Based Awards at Fiscal Year-End