Dana (NYSE: DAN) extends CEO McDonald with $9.9M RSU package

Rhea-AI Filing Summary

Dana Incorporated is extending the employment of its Chairman and CEO, R. Bruce McDonald, while it advances key initiatives and prepares for a leadership transition. The board plans to accelerate its search for a successor in early 2026, after which McDonald is expected to move into the role of Non-Executive Chairman.

Under an amended and restated employment agreement dated September 29, 2025, McDonald will continue as CEO on a month-to-month basis for up to one year, with base salary of $1,300,000. He is eligible for RSU grants with an aggregate target grant-date fair value of $9,900,000, split across grants at signing, around May 25, 2026, monthly from June through October 2026, and around November 25, 2026, subject to continued service. These RSUs generally vest one year after grant, and he may also receive a cash transition bonus of up to $500,000 based on his role in delivering a successful CEO transition by the April 2026 shareholder meeting.

Insights

Corporate governance and executive compensation analyst

Dana links McDonald’s short-term extension to sizable RSU awards and a defined CEO transition window.

The company keeps continuity by extending R. Bruce McDonald as CEO on a month-to-month term of up to one year, while explicitly targeting a successor search that accelerates in early 2026. This structure maintains leadership stability as the business advances a divestiture of its Off Highway business and develops a long-term strategy.

Compensation is heavily equity-based, with a target $9,900,000 in RSUs granted in tranches tied to his remaining as CEO through specific dates in 2026. One-year vesting for each grant and change‑in‑control treatment under existing plans align his incentives with near-term performance and continuity through the transition.

A potential cash-based transition bonus of up to $500,000, determined by the board’s Compensation Committee, is contingent on effective identification, hiring, and transition to a new CEO by the April 2026 shareholder meeting. Actual impact on shareholders will depend on execution of the CEO succession and completion of the Off Highway divestiture under McDonald’s extended tenure.

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.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 29, 2025

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)		(IRS Employer Identification Number)

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:

☐ 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, $.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. ☐

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.		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
	Name:	Douglas H. Liedberg
	Title:	Senior Vice President, Chief Legal and Human Resources Officer, Corporate Secretary

FAQ

What did Dana Incorporated (DAN) announce about its CEO R. Bruce McDonald?

Dana Incorporated announced that the employment of its Chairman and CEO, R. Bruce McDonald, has been extended on a month-to-month basis for up to one year, during which time he will continue leading key initiatives before transitioning to Non-Executive Chairman once a successor CEO is in place.

How long will R. Bruce McDonald remain CEO of Dana (DAN) under the new agreement?

Under the amended and restated employment agreement dated September 29, 2025, R. Bruce McDonald will serve as CEO on a month-to-month term for up to one year, ending when a successor CEO starts, at which point he is expected to become Non-Executive Chairman.

What compensation changes are included in Dana’s new CEO agreement?

While serving as CEO, McDonald’s base salary remains $1,300,000. He is eligible for RSU grants under the 2021 Omnibus Incentive Plan with a total target grant-date fair value of $9,900,000, plus a potential cash-based transition bonus of up to $500,000 tied to a successful CEO transition by the April 2026 shareholder meeting.

How are the $9.9 million in RSUs for Dana’s CEO structured?

The $9,900,000 in RSUs is scheduled as follows: $4,125,000 on the agreement’s effective date; $825,000 around May 25, 2026 if he remains CEO through May; additional $825,000 in total from June through October 2026 based on month-end service; and $825,000 around November 25, 2026 if he remains CEO through that date. Each grant vests on the one-year anniversary of its grant date, subject to continued service or specified protections.

What conditions affect R. Bruce McDonald’s RSUs at Dana if there is a change in control?

If a Change in Control, as defined in Dana’s Equity Plan, occurs while McDonald is CEO, his RSUs will be treated under the Equity Plan and related award agreements. If the Change in Control occurs after he becomes Non-Executive Chairman, his RSUs will be handled under the company’s non-employee director RSU award agreement.

What is the purpose of the potential $500,000 transition bonus for Dana’s CEO?

The potential cash-based transition bonus of up to $500,000 may be paid on or before November 26, 2026, at the sole discretion of the Compensation Committee, based on McDonald’s performance in identifying, hiring, and successfully transitioning a successor CEO by Dana’s April 2026 annual shareholder meeting.