Executive pay for Dana (NYSE: DAN) CEO Foster and chairman McDonald

Rhea-AI Filing Summary

Dana Incorporated is amending an earlier report to detail new compensation arrangements for incoming CEO Byron S. Foster and Executive Chairman R. Bruce McDonald, effective July 1, 2026.

Mr. Foster’s letter agreement sets an initial base salary of $1,000,000 and a target annual incentive equal to 150% of base salary, plus eligibility for Dana’s long‑term incentive program starting with the 2027 grant cycle and continued participation in existing severance and benefit plans.

Mr. McDonald’s letter agreement, running through December 31, 2028 unless ended or extended earlier, provides a $700,000 base salary, a target annual incentive equal to 100% of base salary, and a one‑time restricted stock unit award under Dana’s 2021 Omnibus Incentive Plan with a target grant date fair value of $5,000,000, vesting 50% on December 31, 2027 and 50% on December 31, 2028, along with continued participation in Dana’s severance and benefits plans.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Foster base salary: $1,000,000 Foster bonus target: 150% of base salary McDonald base salary: $700,000 +5 more

8 metrics

Foster base salary $1,000,000 Initial base salary as CEO effective July 1, 2026

Foster bonus target 150% of base salary Target annual incentive opportunity as CEO

McDonald base salary $700,000 Base salary as Executive Chairman from July 1, 2026

McDonald bonus target 100% of base salary Target annual incentive as Executive Chairman

McDonald RSU award $5,000,000 Aggregate target grant date fair market value of RSUs

RSU vesting 1 50% Vests on December 31, 2027 under McDonald RSU Award

RSU vesting 2 50% Vests on December 31, 2028 under McDonald RSU Award

Executive Chairman term end December 31, 2028 Scheduled end of McDonald Letter Agreement

Key Terms

Executive Chairman, restricted stock units, 2021 Omnibus Incentive Plan, Executive Severance Plan, +1 more

5 terms

Executive Chairman financial

"Mr. McDonald has been appointed to serve as Executive Chairman of Dana."

An executive chairman is the board leader who also takes an active role in running the company, combining oversight of the board with hands-on involvement in strategy and major decisions. For investors, this matters because it concentrates influence in one person—like a team captain who both sets the game plan and plays on the field—so their judgment can speed decisions but also increases governance and succession risk that can affect stock value.

restricted stock units financial

"eligible to receive a one-time grant of restricted stock units (the “RSU Award”)"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

2021 Omnibus Incentive Plan financial

"pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan (the “Equity Plan”)"

Executive Severance Plan financial

"participate in the Dana Incorporated Executive Severance Plan"

Change in Control Severance Plan financial

"Amended and Restated Change in Control Severance Plan"

A change in control severance plan is an agreement that pays executives or employees if a company is sold, merged, or otherwise taken over and they lose their jobs or see their role materially changed. Think of it like a contractual safety net that can require the buyer to pay sizable lump sums or ongoing compensation; investors care because those payments change the cost of a takeover, affect deal negotiations, and influence management’s incentives during merger talks.

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Understanding 8-K Material Events →

DANA Inc true 0000026780 0000026780 2026-02-11 2026-02-11

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): February 11, 2026

Dana Incorporated

(Exact name of registrant as specified in its charter)

Delaware		1-1063		26-1531856
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

3939 Technology Drive, Maumee, Ohio 43537

(Address of principal executive offices) (Zip Code)

(419) 887-3000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		DAN		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

Dana Incorporated, a Delaware corporation (“Dana”), is amending its Current Report on Form 8-K originally filed on February 12, 2026 to disclose certain compensation arrangements for Byron S. Foster and R. Bruce McDonald, as described below.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Executive Transitions

As previously disclosed by Dana in a Current Report on Form 8-K filed on February 12, 2026, Dana’s Board of Directors (the “Dana Board”) appointed Byron S. Foster to succeed R. Bruce McDonald as President and Chief Executive Officer (“CEO”), effective July 1, 2026, with Mr. McDonald continuing to serve as Chairman of the Dana Board thereafter. In addition, Dana announced on June 11, 2026 that Mr. McDonald has been appointed to serve as Executive Chairman of Dana.

Compensation Arrangements

In connection with his appointment as CEO, Mr. Foster has entered into a letter agreement, dated June 11, 2026, with Dana, effective as of July 1, 2026 (the “Foster Letter Agreement”). The Foster Letter Agreement provides that Mr. Foster’s initial base salary will be $1,000,000 and that he will be eligible to participate in Dana’s annual incentive program, with a target annual incentive opportunity equal to 150% of his base salary. Mr. Foster will also be eligible to participate in Dana’s regular annual long-term incentive program for senior executives, beginning with the 2027 grant cycle, subject to the terms and conditions of the applicable plan and award agreements. Additionally, Mr. Foster will continue to participate in the Dana Incorporated Executive Severance Plan and the Dana Incorporated Amended and Restated Change in Control Severance Plan, as well as Dana’s employee benefits plans. The foregoing description of the Foster Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Foster Letter Agreement, which is filed as Exhibit 10.1 and is incorporated herein by reference.

In connection with his service as Executive Chairman and Chairman of the Dana Board, Mr. McDonald has entered into a letter agreement, dated June 11, 2026, with Dana, effective as of July 1, 2026 (the “McDonald Letter Agreement”). Subject to earlier termination or extension by the parties, the term of the McDonald Letter Agreement ends December 31, 2028. Mr. McDonald’s base salary will be $700,000 and he will be eligible to participate in Dana’s annual incentive program, with a target annual incentive opportunity equal to 100% of his base salary. Mr. McDonald will also be eligible to receive a one-time grant of restricted stock units (the “RSU Award”) pursuant to the Dana Incorporated 2021 Omnibus Incentive Plan (the “Equity Plan”), with an aggregate target grant date fair market value of $5,000,000. The RSU Award will vest 50% on December 31, 2027 and 50% on December 31, 2028. Mr. McDonald will continue to participate in the Dana Incorporated Executive Severance Plan and the Dana Incorporated Amended and Restated Change in Control Severance Plan, as well as Dana’s employee benefits plans. The foregoing description of the McDonald Letter Agreement does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the McDonald Letter Agreement, which is filed as Exhibit 10.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		Letter Agreement between Dana Incorporated and Byron S. Foster, dated June 11, 2026
10.2		Letter Agreement between Dana Incorporated and R. Bruce McDonald, dated June 11, 2026
104		Cover Page Interactive Data File (embedded within the Inline XBRL)

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.

DANA INCORPORATED
By:		/s/ Douglas H. Liedberg
Name:		Douglas H. Liedberg
Title:		Senior Vice President, Chief Legal and Human Resources Officer and Corporate Secretary

Date: June 12, 2026

FAQ

What executive leadership changes does Dana (DAN) describe in this 8-K/A?

Dana confirms that Byron S. Foster will succeed R. Bruce McDonald as President and CEO effective July 1, 2026, while Mr. McDonald will serve as Executive Chairman and continue as Chairman of the Board under a separate letter agreement through December 31, 2028.

What is Byron S. Foster’s new compensation as Dana (DAN) CEO?

Byron S. Foster will receive an initial base salary of $1,000,000 and a target annual incentive opportunity equal to 150% of his base salary. He will also be eligible for Dana’s regular long-term incentive program starting with the 2027 grant cycle, plus existing severance and benefits plans.

How is Executive Chairman R. Bruce McDonald compensated under Dana’s new agreement?

R. Bruce McDonald will receive a $700,000 base salary and a target annual incentive equal to 100% of base salary. He is also eligible for a one-time restricted stock unit award valued at $5,000,000, vesting 50% on December 31, 2027 and 50% on December 31, 2028.

What is the term of R. Bruce McDonald’s Executive Chairman agreement at Dana (DAN)?

The McDonald Letter Agreement is effective July 1, 2026 and runs through December 31, 2028, subject to earlier termination or extension. During this period, he serves as Executive Chairman and Chairman of the Dana Board with defined salary, bonus opportunity, and equity award terms.

What equity award will R. Bruce McDonald receive from Dana (DAN)?

Dana plans a one-time grant of restricted stock units to R. Bruce McDonald under its 2021 Omnibus Incentive Plan, with an aggregate target grant date fair market value of $5,000,000. The units vest in two equal installments on December 31, 2027 and December 31, 2028.

Do Byron S. Foster and R. Bruce McDonald remain eligible for Dana’s severance plans?

Both executives continue to participate in the Dana Incorporated Executive Severance Plan and the Amended and Restated Change in Control Severance Plan, along with Dana’s standard employee benefit plans, as outlined in their respective letter agreements effective July 1, 2026.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 17.9 KB
• EX-10.2 EX-10.2 18.5 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB