Board of Directors’ Statement in Opposition to 2026 Shareholder Proposal
After careful consideration, our Board continues to believe that a fixed policy requiring an independent Chairman as requested by the shareholder proposal is neither necessary nor in the best interests of Dana or its shareholders for the reasons stated below. Retaining flexibility is particularly important in light of the fact that we are engaged in a significant corporate transformation. We remain committed to corporate governance policies and practices that give the Board the ability to act as needed to enhance returns, while protecting and furthering the best interests of all shareholders. We believe that the proposed resolution would run counter to those goals. Further, similar proposals have been submitted twice before in 2023 and last year, and neither received majority shareholder support. Our Board therefore recommends that shareholders vote “AGAINST” this proposal.
Our current Board leadership structure was adopted after careful consideration and is the best structure for Dana at this time. However, we will have separate Chairman and CEO positions effective July 1, 2026. We believe that the Board should have flexibility to change the Board leadership structure as it deems in the best interests of the Company and its shareholders.
The Board’s analysis as to whether the Board chairman and CEO positions should be combined or held separately takes into account many factors, including the specific needs of Dana and the Board, the strong role of the Lead Independent Director and the best interests of Dana’s shareholders. The Board has, and continues to use, this flexibility to adopt joint or separate chairman and CEO positions as it deems in the Company’s and shareholders’ best interests.
While the Board had previously maintained separate Chairman and CEO positions, in 2019, the Board determined, after careful consideration during its annual evaluation of its leadership structure, that combining the two positions would enhance Dana’s governance structure and best serve Dana’s strategic objectives. In 2024, the Board appointed Mr. Bruce McDonald as CEO to oversee a significant corporate transformation, and concluded that maintaining a combined Chairman and CEO structure was in the best interests of shareholders because it would facilitate the Company’s ability to quickly implement its transformation plans.
On February 12, 2026, the Board announced the appointment of Mr. Byron Foster as the Company’s new CEO, effective July 1, 2026. Mr. McDonald, the Company’s current Chairman and CEO, will retain the CEO title until such date, and then will remain as the Board Chairman thereafter. Thus, effective as of July 1, 2026, the Company will have separate Board Chairman and CEO positions. Further, pursuant to the Board’s Corporate Governance Guidelines, Mr. Diarmuid O’Connell will be our Lead Independent Director.
The Board believes that this structure is best for the Company, allowing the Company to benefit from the strong executive leadership of Mr. Foster, the extensive industry and institutional knowledge of Mr. McDonald, and the independent leadership of Mr. O’Connell.
The Board would not have the flexibility to adopt Board and executive leadership structures in a way that it deems in the best interests of the Company and its shareholders, if it were subject to a fixed Board leadership policy as the shareholder proposal requests.
Our Lead Independent Director role is robust with substantive leadership responsibilities to ensure strong independent oversight. Further, such role is already mandated in our governing documents, thereby establishing independent Board leadership when the Board Chair is not independent.
The Board has a strong Lead Independent Director role, which establishes an effective counterbalance to the roles of Chairman and CEO. Dana’s Bylaws and Corporate Governance Guidelines provide that if the Chairman is not an independent director, then the independent directors shall elect a Lead Independent Director. This role was enhanced in 2025, and includes responsibilities to (i) preside at all meetings of the Board at which the Chairman is not present, including any executive sessions of the independent directors, (ii) serve as the liaison between the Chairman and the independent directors, (iii) coordinate the activities of the independent directors, (iv) develop the agenda for the executive sessions and other meetings of the independent directors, (v) approve the scheduling and agenda of Board meetings and the Board materials, in collaboration with the Chairman, (vi) consult with and provide feedback to the Chairman regarding matters discussed in executive sessions and other Board matters as appropriate, (vii) advise the Chairman regarding the flow of information from management to the Board, (viii) be available to the independent directors for discussion of Board or other matters, (ix) if so requested be available for consultation and direct communication with major shareholders, (x) with the approval of the Board, authorize the retention of advisors and consultants who report directly to the Board, and (xi) in consultation with the Nominating and Corporate Governance Committee, review and report on the results of the Board, Committee and Director performance evaluations. The duties of the Lead Independent Director help ensure the effective and independent leadership of our Board. Dana’s Bylaws and Corporate Governance Guidelines also require that the Lead Independent Director be elected annually, which ensures that the Board evaluates Dana’s Board leadership structure at least annually.
Our predominantly independent Board of Directors and its fully independent committees vigorously oversee the effectiveness of management policies and decisions, including the execution of key strategic initiatives.
Each of the Board’s Audit, Compensation and Nominating and Corporate Governance Committees is comprised entirely of independent directors. Consequently, independent directors directly oversee such critical matters as the integrity of Dana’s financial statements; the performance and compensation of the Leadership Team, including Mr. Foster; the selection and evaluation of directors; the development and implementation of corporate governance policies; and the oversight of the Company’s cybersecurity and technology-related and other key risks. Moreover, the Board will meet in executive session under the leadership of Mr. O’Connell, our Lead
