Management Change/Compensation (Form 8-K)

On January 23, 2025, Dana Incorporated (the "Company") entered into an amendment (the "Amendment") to that certain Director Appointment and Nomination Agreement, dated as of January 7, 2022 (the "Agreement") with Carl C. Icahn and the persons and entities listed therein (collectively, the "Icahn Group").

Pursuant to the terms of the Amendment, the Company has agreed to certain amendments to the Agreement, including the appointment of Mr. Brett Icahn and Mr. Christian Garcia (together, the "Icahn Designees") to the board of directors of the Company (the "Board") to fill the vacancies created by the resignations of Mr. Gary Hu and Mr. Steven Miller. The Amendment also revises the term of the standstill under the Agreement to (i) until 30 days prior to the director nomination deadline for the 2027 Annual Meeting if certain business objectives are met and the Company nominates both Icahn Designees (or any replacement designees) for re-election at the 2026 Annual Meeting or (ii) until 30 days prior to the director nomination deadline for the 2026 Annual Meeting if certain business objective are not met. The Icahn Designees will also be entitled to serve on existing and new committees of the Board, subject to certain conditions.

The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.