On this page of StockholderLetter.com we present the latest annual shareholder letter from DANA INC — ticker symbol DAN. Reading current and past DAN letters to shareholders can bring important insights into the investment thesis.

 •  3/13/2026 Letter Continued (Full PDF)
 •  3/14/2024 DAN Stockholder Letter
 •  3/14/2025 DAN Stockholder Letter
 •  More "Auto Parts" Category Stockholder Letters
 •  DAN Benford's Law Stock Score = 98

DAN Shareholder/Stockholder Letter Transcript:

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.
Sincerely,
R. Bruce McDonald
Chairman of the Board of Directors

PROXY STATEMENT
Table of Contents
Questions and Answers
1
Executive Officers
7
Compensation of Executive Officers
8
Compensation Discussion and Analysis
8
Officer Stock Ownership Guidelines
19
Compensation Committee Report
21
Summary Compensation Table
22
Grants of Plan-Based Awards
24
Outstanding Equity Awards at Fiscal Year End
25
Stock Vested During Fiscal Year
26
Retirement Plans
26
CEO Employment Agreement
27
Potential Payments and Benefits Upon Termination or Change in Control
28
CEO Pay Ratio
34
Pay Versus Performance
35
Transactions of Executive Officers with Dana
40
Compensation Committee Interlocks and Insider Participation
40
Proposal I Submitted for Your Vote     Election of Directors
41
Information about the Nominees
42
Corporate Governance
45
Risk Oversight
46
Committees and Meetings of Directors
48
Non-Management Directors and Communication with the Board
49
Director Independence and Transactions of Directors with Dana
49
Compensation of Directors
51
Security Ownership of Certain Beneficial Owners and Management
53
Section 16(a) Beneficial Ownership Reporting Compliance
54
Delinquent Section 16(a) Reports
54
Proposal II Submitted for Your Vote     Advisory Vote on Executive Compensation
55
Proposal III Submitted for Your Vote     Ratification of the Appointment of the Independent
Registered Public Accounting Firm
56
Proposal IV Submitted for Your Vote     Independent Board Chairman
57
Audit Committee Report
61
Annual Report to Shareholders
62
Other Matters
62

Dana Incorporated
Notice of Virtual Annual Meeting of Shareholders
March 13, 2026
Date:
April 22, 2026
Time:
8:30 a.m., Eastern Time
Place:
Online at
www.virtualshareholdermeeting.com/DAN2026
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:
1.
Elect eight (8) Directors for a one-year term expiring in 2027 or upon the election and qualification of their successors;
2.
Act on an advisory vote to approve executive compensation;
3.
Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the
fiscal year ending December 31, 2026;
4.
Vote on the shareholder proposal to require an independent board chairman; and
5.
Transact any other business that is properly submitted before the Annual Meeting or any other adjournments or
postponements of the Annual Meeting.
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.
By Order of the Board of Directors,
March 13, 2026
Douglas H. Liedberg
Senior Vice President, Chief Legal and Human Resources
Officer and Corporate Secretary
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.

3/13/2026 Letter Continued (Full PDF)

 

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