UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES

EXCHANGE ACT OF 1934

(AMENDMENT NO.    )

Filed by the Registrant    x

Filed by a Party other than the Registrant    ¨

Check the appropriate box:

DANA HOLDING CORPORATION

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER THAN THE REGISTRANT)

Payment of Filing Fee (Check the appropriate box):

Dana Holding Corporation

Important Notice Regarding the Availability of Proxy

Materials for the Annual Meeting of

Shareholders to be Held on April 23, 201328, 2016

Proxy Statement and Notice of

20132016 Annual Meeting of Shareholders

Our Proxy Statement and Annual Report

are Available at www.dana.com/2013proxyproxy

Dana Holding Corporation

3939 Technology Drive

Maumee, Ohio 43537

March 14, 201311, 2016

Dear Fellow Shareholder:

It is our pleasure to invite you to attend the 20132016 Annual Meeting of Shareholders of Dana Holding Corporation at 8:30 a.m., Eastern Time, on Tuesday,Thursday, April 23, 201328, 2016 at The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Romulus, Michigan 48242. Registration will begin at 7:30 a.m., Eastern Time. A map showing the location of the Annual Meeting is on the back cover of the accompanying proxy statement.

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 attend the 20132016 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.

Sincerely,

Joseph C. Muscari

Chairman of the Board of Directors

PROXY STATEMENT

Table of Contents

Dana Holding Corporation

Notice of Annual Meeting of Shareholders

March 14, 201311, 2016

We invite you to attend the Dana Holding Corporation 20132016 Annual Meeting of Shareholders to:

1. Elect seven Directors for a one-year term expiring in 20142017 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, 2013;2016;

4. Consider a shareholder proposal for executives to retain significant stock,regarding proxy access, if properly presented at the Annual Meeting. This proposal is opposed by our Board of Directors;Meeting; and

5. Transact any other business that is properly submitted before the Annual Meeting or any adjournments or postponements of the Annual Meeting.

In addition to the items above, the 4.0% Series A Preferred Convertible Holders (Series A Preferred Holders) will vote separately as a class to elect three Directors for a one-year term expiring in 2014 or upon the election and qualification of their successors.

The record date for the Annual Meeting is March 1, 20132016 (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 to those shareholders. 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 at the Annual Meeting available for inspection by shareholders at the Annual Meeting and, for 10 days prior to the Annual Meeting, during regular business hours at Dana’s Law Department, 3939 Technology Drive, Maumee, Ohio 43537.

If you plan to attend the Annual Meeting, but are not a shareholder of record because you hold your shares in street name, please bring evidence of your beneficial ownership of your shares (e.g., a copy of a recent brokerage statement showing the shares) with you to the Annual Meeting. You also must bring the proxy card your broker provided to you if you intend to vote at the meeting. See the “Questions and Answers” section of the proxy statement for a discussion of the difference between a shareholder of record and a street name holder.

Whether or not you plan to attend 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 and by the Internet on the proxy card and in the “Questions and Answers” section of the proxy statement.

By Order of the Board of Directors,

Dana Holding Corporation

3939 Technology Drive

Maumee, Ohio 43537

20132016 PROXY STATEMENT

QUESTIONS AND ANSWERS

The Board of Directors is soliciting proxies to be used at the Annual Meeting of Shareholders to be held on Tuesday,Thursday, April 23, 2013,28, 2016, beginning at 8:30 a.m., Eastern Time, at The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Romulus, Michigan 48242. This proxy statement and the enclosed form of proxy are being made available to shareholders beginning March 14, 2013.11, 2016.

What is a proxy?

A proxy is your authorization for someone else to vote for you in the way that you want to vote. When you complete and submit a proxy card or use the automated telephone voting system or the Internet voting system, you are submitting a proxy. Dana’s Board of Directors is soliciting this proxy. All references in this proxy statement to “you” will mean you, the shareholder, and to “yours” will mean the shareholder’s or shareholders’, as appropriate.

What is a proxy statement?

A proxy statement is a document the United States Securities and Exchange Commission (the SEC) requires to explain the matters on which you are asked to vote on by proxy and to disclose certain related information. This proxy statement and the accompanying proxy card were first mailed to the shareholders on or about March 14, 2013.11, 2016.

What is the purpose of the Annual Meeting?

At our Annual Meeting, shareholders will act upon the matters outlined in the notice of meeting, including i) the election of directors; ii) an advisory vote on executive compensation; iii) ratification of the selection of Dana’s independent registered public accounting firm; and iv) a shareholder proposal, if properly presented at the Annual Meeting. Also, management will report on the state of Dana and respond to questions from shareholders.

What is the record date and what does it mean?

The record date for the Annual Meeting is March 1, 20132016 (the Record Date). The Record Date was established by the Board of Directors as required by Delaware law. Holders of our common stock and holders of 4.0% Series A Preferred Convertible Stock (Series A Preferred) and 4.0% Series B Preferred Convertible Stock (Series B Preferred, and together with Series A Preferred, Preferred Stock) at the close of business on the Record Date are entitled to receive notice of the meeting and to vote at the meeting and any adjournments or postponements of the meeting.

Who is entitled to vote at the Annual Meeting?

Holders of our common stock and holders of our Preferred Stock at the close of business on the Record Date may vote at the meeting.

On March 1, 2013, 147,872,5782016, 148,840,204 shares of our common stock 2,500,000 shares of Series A Preferred and 5,221,199 shares of Series B Preferred were outstanding, and accordingly, are eligible to be voted.Pursuant to our Restated Certificate of Incorporation, the holders of our Preferred Stock vote their Preferred Stock on an as-if-converted basis based on a conversion price of $11.93. As of March 1, 2013, the outstanding Series A Preferred was convertible into approximately 20,955,574 shares of common stock, and the outstanding Series B Preferred was convertible into approximately 43,765,288 shares of common stock.voted.

What are the voting rights of the holders of common stock and Preferred Stock?stock?

Each outstanding share of common stock will be entitled to one vote on each matter to be voted upon.

The number of votes for each share of Preferred Stock is calculated in accordance with Dana’s Restated Certificate of Incorporation. At this year’s meeting, each outstanding share of Preferred Stock will be entitled to approximately 8.382 votes on each matter to be voted upon. As a result, the holders of our Series A Preferred will have approximately 20,955,574 shares of common stock on an as-if-converted basis to vote and the holders of our Series B Preferred will have approximately 43,765,288 shares of common stock on an as-if-converted basis to vote. The holders of Preferred Stock are permitted to vote on this as-if-converted basis along with the holders of common stock on i) the election of directors, ii) an advisory vote on executive compensation; iii) the ratification of the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm; (iv) a shareholder proposal, if properly presented at the Annual Meeting and v) all other matters that properly come before the meeting.

Who elects the Series A Preferred Directors?

Our Restated Certificate of Incorporation and the Shareholders Agreement dated January 31, 2008 give the holders of our Series A Preferred the right to elect three directors at our Annual Meeting. Only the holders of our Series A Preferred will be entitled to vote to elect these three directors to our Board. Currently, Centerbridge Capital Partners, L.P. and certain of its affiliates (collectively, Centerbridge) are the only holders of our Series A Preferred.

What is the difference between a shareholder of record and a “street name” holder?

If your shares are registered directly in your name, you are considered the shareholder of record with respect to those shares.

If your shares are held in a stock brokerage account or by a bank or other nominee, then the brokerage firm, bank or other nominee is considered to be the shareholder of record with respect to those shares. However, you still are considered the beneficial owner of those shares, and your shares are said to be held in “street name.” Street name holders generally cannot vote their shares directly and must instead instruct the brokerage firm, bank or other nominee how to vote their shares. See “How do I vote my shares?” below.

How do I vote my shares?

If you are a shareholder of record as of March 1, 2013,2016, as opposed to a street name holder, you will be able to vote in four ways: In person, by telephone, by the Internet, or by proxy card.

To vote by proxy card, sign, date and return the enclosed proxy card. To vote by using the automated telephone voting system or the Internet voting system, the instructions for shareholders of record are as follows:

TO VOTE BY TELEPHONE: 800-560-1965866-883-3382

(OR)

TO VOTE BY THE INTERNET: www.eproxy.com/danwww.proxypush.com/DAN

If you submit a proxy to Dana before the Annual Meeting, the persons named as proxies will vote your shares as you directed. If no instructions are specified, the proxy will be voted: i) “FOR” all of the listed director nominees; ii) “FOR” approval of the advisory vote on executive compensation; iii) “FOR” ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm; and iv) “AGAINST” the shareholder proposal.

You may revoke a proxy at any time before the proxy is exercised by:

If you hold your shares in “street name,” you must provide voting instructions for your shares in the manner prescribed by your brokerage firm, bank or other nominee. Your brokerage firm, bank or other nominee has enclosed or otherwise provided a voting instruction card for you to use in directing the brokerage firm, bank or other nominee how to vote your shares. If you hold your shares in street name and you want to vote in person at the Annual Meeting, you must obtain a legal proxy from your broker and present it at the Annual Meeting. You will also need to provide to us a brokerage statement if you intend to attend the Annual Meeting.

What is a quorum?

There were 212,593,440148,840,204 shares of Dana’s common stock including Preferred Stock on an as-if-converted basis for voting purposes, issued and outstanding on the Record Date. A majority of the issued and outstanding shares on an as-if-converted basis, or 106,296,72174,420,103 shares, present or represented by proxy, constitutes a quorum. A quorum must exist to conduct business at the Annual Meeting.

Will my shares be voted if I do not provide my proxy?

For shareholders of record: If you are the shareholder of record and you do not vote by proxy card, by telephone or via the Internet or in person at the Annual Meeting, your shares will not be voted at the Annual Meeting.

For holders in street name: If your shares are held in street name, your shares may be voted even if you do not provide the brokerage firm with voting instructions. Under New York Stock Exchange (the NYSE) rules, your broker may vote shares held in street name on certain “routine” matters. The NYSE rules consider the ratification of the appointment of our independent registered public accounting firm to be a routine matter. As a result, your broker is permitted to vote your shares on this matter at its discretion without instruction from you.

When a proposal is not a routine matter, such as the election of directors and the advisory vote on executive compensation, and you have not provided voting instructions to the brokerage firm with respect to that proposal, the brokerage firm cannot vote the shares on that proposal. The missing votes for these non-routine matters are called “broker non-votes.” Broker non-votes will be treated as shares that are present and entitled to vote for purposes of determining the presence of a quorum, but not as shares present and voting on a specific proposal.

What vote is required?

Proposal I—Election of Directors:If a quorum exists, the election requires a plurality vote of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote, meaning that the director nominees with the most affirmative votes are elected to fill the available seats. As outlined in our Bylaws, regardless of this plurality vote any director who receives more “withheld” votes than “for” votes in an uncontested election is required to tender his or her resignation to the Board for consideration in accordance with the procedures set forth in the Bylaws. Our Nominating and Corporate Governance Committee will then evaluate the best interests of Dana and its shareholders and will recommend to the Board the action to be taken with respect to the tendered resignation. Following the Board’s determination, Dana will promptly publicly disclose the Board’s decision of whether or not to accept the resignation and an explanation of how the decision was reached, including, if applicable, the reasons for rejecting the resignation. Broker non-votes will not be counted as eligible to vote and, therefore, will have no effect on the outcome of the voting.

Proposal II—Advisory Vote on Executive Compensation:The proposal represents an advisory vote and the results will not be binding on the Board or Dana. If a quorum exists, the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the matter will constitute the shareholders’ non-binding approval with respect to our executive compensation programs. Therefore, abstentions will have the same effect as voting against the proposal. Broker non-votes will not be counted as eligible to vote on the applicable proposal and, therefore, will have no effect on the outcome of the voting on thatthe proposal. The Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Proposal III – III—Ratify the Appointment of the Independent Registered Public Accounting Firm: If a quorum exists, the proposal to ratify the appointment of the independent registered public accounting firm must receive the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Therefore, abstentions will have the same effect as voting against the proposal. Brokers will have discretionary voting power to vote this proposal so we do not anticipate any broker non-votes (described above).

Proposal IV –—Shareholder Proposal. The shareholder proposal will be voted on at the Annual Meeting only if properly presented by or on behalf of the shareholder proponent. If a quorum exists, the shareholder proposal must receive the affirmative vote of a majority of the shares present in person or represented by proxy at the Annual Meeting and entitled to vote on the proposal. Therefore, abstentions will have the same effect as voting against the proposal. Broker non-votes will not be counted as eligible to vote on the applicable proposal and, therefore, will have no effect on the outcome of the voting on that proposal.

Dana will vote properly completed proxies it receives prior to the Annual Meeting in the way you direct. If you do not specify how you want your shares voted, they will be voted in accordance with management’sthe Board’s recommendations. If you hold shares in more than one account, you must vote each proxy and/or voting instruction card you receive to ensure that all shares you own are voted. No other matters are currently scheduled to be presented at the Annual Meeting. An independent third party, Wells Fargo Bank, N.A., will act as the inspector of the Annual Meeting and the tabulator of votes.

Who pays for the costs of the Annual Meeting?

Dana pays the cost of preparing and printing the proxy statement and soliciting proxies. Dana will solicit proxies primarily by mail, but may also solicit proxies personally and by telephone, the Internet, facsimile or other means. Dana will use the services of D.F. King & Co., Inc., a proxy solicitation firm, at a cost of $10,500$11,500 plus out-of-pocket expenses and fees for any special services. Officers and regular employees of Dana and its subsidiaries may also solicit proxies, but they will not receive additional compensation for soliciting proxies. Dana also will reimburse banks, brokerage houses and other custodians, nominees and fiduciaries for their out-of-pocket expenses for forwarding solicitation materials to beneficial owners of Dana’s common stockstock.

How can shareholders propose business (other than nominations) for consideration by shareholders at the 2017 Annual Meeting of Shareholders?

Proposals to be Considered for Inclusion in Dana’s Proxy Materials—Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we must receive shareholder proposals by November 11, 2016 to consider them for inclusion in our proxy materials for the 2017 Annual Meeting of Shareholders. A shareholder submitting a proposal for inclusion in our proxy materials must comply with Rule 14a-8.

Other Proposals for Consideration at the 2017 Annual Meeting—A shareholder who intends to propose an item of business at the 2017 Annual Meeting of Shareholders (not for inclusion in our proxy materials) must comply with the requirements set forth in our Bylaws. Under Dana’s Bylaws, our shareholders must provide advance notice to Dana in such cases. For the 2017 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on January 28, 2017 and Preferred Stock.no earlier than the open of business on December 29, 2016.

If Dana moves the 2017 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is the one-year anniversary of this year’s Annual Meeting date (i.e.,April 28, 2017), Dana must receive your notice no later than the close of business on the 10th day following the day on which notice of the meeting date is first distributed to shareholders or Dana makes a public announcement of the meeting date, whichever occurs first.

Under Dana’s Bylaws, the notice of proposed business must include a description of the business and the reasons for bringing the proposed business to the meeting, any material interest of the shareholder in the business and certain other information about the shareholder. Dana’s Bylaws specifying the advance notice and additional requirements for submission of shareholder proposals are available on Dana’s website at www.dana.com.

How can shareholders nominate individuals for election as directors or propose other business to be consideredfor consideration by the shareholders at the 20142017 Annual Meeting of Shareholders?

Director Nominations for Inclusion in Dana’s Proxy Materials (Proxy Access)—Pursuant to Dana’s Bylaws, a shareholder (or a group of up to 20 shareholders) who has continuously owned at least 3% of our shares for at least three years and has complied with the other requirements of our Bylaws may nominate and include in Dana’s proxy materials director nominees constituting up to 25% of Dana’s Board. Notice of a proxy access nomination for consideration at the 2017 Annual Meeting must be received no later than the close of business on November 11, 2016 and no earlier than the open of business on October 12, 2016.

Other Nominations for Consideration at the 2017 Annual Meeting—A shareholder who intends to nominate a person for election as a director at the 2017 Annual Meeting of Shareholders (other than under proxy access) must comply with the requirements set forth in our Bylaws. Under Dana’s Bylaws, our shareholders must provide advance notice to Dana in such cases. For the 2017 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on January 28, 2017 and no earlier than the open of business on December 29, 2016.

If Dana moves the 2017 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is the one-year anniversary of this year’s Annual Meeting date (i.e.,April 28, 2017), Dana must receive your notice no later than the close of business on the 10th day following the day on which notice of the meeting date is first distributed to shareholders or Dana makes a public announcement of the meeting date, whichever occurs first.

In All Cases—Whether a nomination is made under our proxy access bylaw or under our advance notice bylaw, a shareholder’s notice to nominate individuals for election to the Board of Directors must provide information about the shareholder and the nominee, as well as the written consent of the proposed nominee to being named in the proxy statement and to serve as a director if elected. Dana’s Bylaws specifying the proxy access, advance notice and additional requirements for submission of nominations are available on Dana’s website at www.dana.com.

Where should shareholders send proposals for business and director nominations for consideration at the 2017 Annual Meeting of Shareholders?

All shareholder nominations of individuals for election as directors or proposals of other items of business to be considered by shareholders at the 20142017 Annual Meeting of Shareholders must comply with applicable laws and regulations, including SEC Rule 14a-8, as well as Dana’s Restated Certificate of Incorporation, Bylaws, and Shareholders Agreement, and must be submitted in writing to our Corporate Secretary, Dana Holding Corporation, 3939 Technology Drive, Maumee, Ohio 43537.

Pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we must receive shareholder proposals by November 14, 2013 to consider them for inclusion in our proxy materials for the 2014 Annual Meeting of Shareholders. A shareholder submitting a proposal under Rule 14a-8 should send it to Corporate Secretary, Dana Holding Corporation, 3939 Technology Drive, Maumee, Ohio 43537.

A shareholder who intends to propose business at the 2014 Annual Meeting of Shareholders (other than pursuant to Rule 14a-8) must also comply with the requirements set forth in our Bylaws. Under Dana’s Bylaws, our shareholders must provide advance notice to Dana if they wish to nominate individuals for election as directors or propose an item of business to be considered by shareholders at the 2014 Annual Meeting of Shareholders. For the 2014 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on January 23, 2014 and no earlier than the close of business on December 23, 2013.

If Dana moves the 2014 Annual Meeting of Shareholders to a date that is more than 30 days before or more than 70 days after the date which is the one year anniversary of this year’s Annual Meeting date (i.e.,April 23, 2014), Dana must receive your notice no earlier than the close of business on the 120th day prior to the meeting date and no later than the close of business on the later of the 90th day prior to the meeting date or the 10th day following the day on which Dana first makes a public announcement of the meeting date. In no event will a public announcement of an adjournment or postponement of an annual meeting commence a new time period (or extend any time period) for the giving of a shareholder’s notice as described above.

If Dana increases the number of directors to be elected to the Board of Directors at the 2014 Annual Meeting of Shareholders and there is no public announcement naming all of the nominees for director or specifying the size of the increased Board of Directors at least 100 days prior to the one year anniversary of this year’s Annual Meeting date (i.e.,April 23, 2014), then Dana will consider your notice timely (but only with respect to nominees for any new positions created by such increase) if Dana receives your notice no later than the close of business on the 10th day following the day on which Dana first makes the public announcement of the increase in the number of directors.

Notice Requirements to Nominate Individuals for Election to the Board of Directors

A shareholder’s notice to nominate individuals for election to the Board of Directors must provide: (A) all information relating to each individual that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to and in accordance with the Exchange Act and the rules and regulations promulgated thereunder, and (B) such person’s written consent to being named in the proxy statement as a nominee and to serve as a director if elected.

Notice Requirements for Shareholder Proposals

A shareholder’s notice to propose other business to be considered at the 2014 Annual Meeting of Shareholders must provide a brief description of the business desired to be brought before the meeting, the text of the proposal or business (including the text of any resolutions proposed for consideration and in the event that such business includes a proposal to amend the Bylaws, the language of the proposed amendment), the reasons for conducting such business at the meeting and any material interest in such business of such shareholder and the beneficial owner, if any, on whose behalf the proposal is made.

Additional Notice Requirements – Shareholder/Beneficial Owner Disclosures

Any shareholder or beneficial owner, if any, on whose behalf the nomination or proposal is to be made at the 2014 Annual Meeting of Shareholders must provide (A) the name and address of the shareholder or beneficial owner, (B) the class or series and number of shares of capital stock of Dana which are owned beneficially and/or of record by the shareholder or beneficial owner, (C) a description of any agreement, arrangement or understanding with respect to the nomination or proposal between or among the shareholder and/or beneficial owner, any of their respective affiliates or associates, and any others acting in concert with any of the foregoing, (D) a description of any agreement, arrangement or understanding (including any derivative or short positions, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into as of the date of the shareholder’s notice by, or on behalf of, the shareholder and beneficial owners, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, the shareholder or beneficial owner, whether or not such instrument or right will be subject to settlement in underlying shares of capital stock of Dana, with respect to shares of stock of Dana, (E) a representation that the shareholder is a holder of record of stock of Dana entitled to vote at the 2014 Annual Meeting of Shareholders and intends to appear in person or by proxy at the meeting to propose such business or nomination, (F) a representation whether the shareholder or the beneficial owner, if any, intends or is part of a group which intends (1) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of Dana’s outstanding capital stock required to approve or adopt the proposal or elect the nominee and/or (2) otherwise to solicit proxies from shareholders in support of such proposal or nomination, and (G) any other information relating to the shareholder and beneficial owner, if any, required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for, as applicable, the proposal and/or for the election of directors in an election contest pursuant to and in accordance with Section 14(a) of the Exchange Act and the rules and regulations promulgated thereunder.

The notice requirements above will be deemed satisfied by a shareholder with respect to business other than a director nomination if the shareholder has notified Dana of his, her or its intention to present a proposal at the 2014 Annual Meeting of Shareholders in compliance with applicable rules and regulations promulgated under the Exchange Act and the shareholder’s proposal has been included in a proxy statement that has been prepared by Dana to solicit proxies for the 2014 Annual Meeting of Shareholders. Dana may require any proposed nominee to furnish such other information as it may reasonably require in determining the eligibility of the proposed nominee to serve as a director of Dana.

Dana’s Bylaws specifying the advance notice and additional requirements for shareholder nomination and shareholder proposal requirements are available on Dana’s website at www.dana.com.

How many of Dana’s directors are independent?

Dana’s Board of Directors has determined that eightsix of Dana’s tenseven current directors, or 80%85.7%, are independent. For a discussion of the Board of Directors’ basis for this determination, see the section of this proxy statement entitled “Director Independence and Transactions of Directors with Dana.”

Does Dana have a Code of Ethics?

Yes, Dana hasStandards of Business Conduct for Employees, which applies to employees and agents of Dana and its subsidiaries and affiliates, as well asStandards of Business Conduct for Members of the Board of Directors. TheStandards of Business Conduct for Employees andStandards of Business Conduct for Members of the Board of Directorsare available on Dana’s website at www.dana.com.

Is this year’s proxy statement available electronically?

Yes. You may view this proxy statement and the proxy card, as well as the 20122015 annual report, electronically by going to our website at www.dana.com/2013proxyproxy and clicking on the document you wish to view, either the proxy statement and proxy card or annual report.

How can I find the results of the Annual Meeting?

Preliminary results will be announced at the Annual Meeting. Final results will be published in a Current Report on Form 8-K to be filed with the SEC within four business days after the Annual Meeting. If the official results are not available at that time, we will provide preliminary voting results in the Form 8-K and will provide the final results in an amendment to the Form 8-K as soon as they become available.

A copy of Dana’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012,2015, as filed with the Securities and Exchange Commission, may be obtained without charge upon written request to the Corporate Secretary, Dana Holding Corporation, 3939 Technology Drive, Maumee, Ohio 43537.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 23, 2013.28, 2016.

The proxy statement and Dana’s annual report to security holdersshareholders are available on our website at www.dana.com/2013proxy.proxy.

EXECUTIVE OFFICERS

Following are the names and ages of the executive officers of Dana, their positions with Dana and summaries of their backgrounds and business experience. Our executive officers are those individuals who serve on Dana’s Strategy Board.Executive Leadership Team. All executive officers are elected or appointed by the Board of Directors and hold office until the annual meeting of the Board of Directors following the annual meeting of shareholders in each year.

Name		Age as of March 1,  20132016				Principal Occupation and Business Experience During Past 5 Years		Executive Officer
Marc S. LevinMark E. Wallace			58			Senior Vice President, General Counsel and Secretary (since February 2008), Acting General Counsel and Acting Secretary (April 2007 to February 2008), Deputy General Counsel (February 2005 to April 2007), Dana Holding Corporation.			2008 —Present
Dwayne Matthews			53			President of Power Technologies (since September 2009), Vice President of Operations and Sales for Sealing Products Group—North America (August 2006 to September 2009), Dana Holding Corporation.			2011 —Present
William G. Quigley, III			5149			Executive Vice President and Chief Financial OfficerDana, Group President On-Highway Driveline Technologies (since March 2012)January 2014), Dana Holding Corporation; Executive Vice President and Chief Financial Officer (November 2007(June 2011 to October 2011), Senior Vice President and Chief Financial Officer (March 2007 to November 2007), Visteon Corporation (global automotive supplier).			2012 —Present
Mark E. Wallace			46			Executive Vice President (since June 2011)January 2014), President of Light Vehicle Driveline Technologies (since September 2012)(September 2012 to January 2014), President of On-Highway Technologies (June 2011 to September 2012), President — President—Heavy Vehicle Group (August 2009 to June 2011), President of Global Operations (January 2009 to December 2009), President Operational Excellence Group (October 2008 to December 2008), Dana Holding Corporation; President and Chief Executive Officer (January 2008 to October 2008), Vice President and Chief Operating Officer (June 2003 to January 2008) Webasto Roof Systems, subsidiary of Webasto A.G. (supplier of roof systems and heating/cooling systems to vehicle manufacturers).Corporation.			2008 —Present
Roger J. Wood			50			President and Chief Executive Officer (since April 2011), Dana Holding Corporation; Executive Vice President (May 2009 to April 2011) and Group President, Engine (January 2010 to April 2011), BorgWarner, Inc. (a leading, global supplier of highly engineered automotive systems and components); President (August 2005 to December 2009), BorgWarner Turbo Systems Inc. and BorgWarner Emissions Systems Inc. (subsidiaries of BorgWarner Inc.).			2011 to— Present

COMPENSATION OF EXECUTIVE OFFICERSEXECUTIVE COMPENSATION

COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis

Introduction

Our Compensation Discussion and Analysis (CD&A) describes the key principles and approaches used to determine the elements of compensation awarded to, earned by and paid to each of our named executive officers (NEOs) during 2012.2015. This discussion provides information and context to the compensation disclosures included in the accompanying compensation tables and corresponding narrative discussion and footnotes below, and this discussionit should be read in conjunction with those disclosures.

The following members of our Strategy BoardDana executives are our named executive officersNEOs for 2012:2015:

As disclosed last year, Mr. Wood –stepped down as President and Chief Executive Officer

William G. Quigley III – Executive Vice on August 11, 2015 and is continuing in an advisory role until his retirement in April 2016. Mr. Kamsickas was appointed President and Chief FinancialExecutive Officer

Mark E. Wallace – Executive Vice President and President, Light Vehicle Technologies

Aziz S. Aghili – President, Off-Highway Technologies

Jeffrey S. Bowen – Chief Administrative Officer

James A. Yost is also presented as a named executive officer since he served effective August 11, 2015. Mr. Quigley stepped down as Chief Financial Officer during part of 2012.on November 30, 2015 and is continuing in an advisory role until his retirement in March 2016. Mr. Yost stepped down from his role as ourFilcek was appointed interim Chief Financial Officer on Marcheffective December 1, 2012 and left Dana on May 12, 2012 when the term of his employment agreement expired.

Executive Summary2015.

We believe thatwill first provide a brief executive overview of our compensation program objectives outlined below have resulted in decisions on executive compensation that have appropriately encouragedand then discuss and analyze the achievement of financial goals that have benefited our shareholders and are expected to drive long term shareholder value. We had a strong 2012 fiscal year. following topics:

Executive Overview

Dana Performance

Summarized below are some key highlights of our financial performance for 2012:2015:

These achievements represent the continuation of a strong growth trend.solid year in 2015. The compensation decisions made by our Compensation Committee with respect to 20122015 reflect our company’s strongDana’s performance relative to our expectations for the year despite the instabilityvolatility of the global economy especially as it relatesand the impacts to a number of end-markets we serve. Based on Dana’s 2015

performance (using financial metrics approved by our Compensation Committee in early 2015), our Annual Incentive Plan paid an incentive award of 68% (consolidated results) of the European region and Brazil.target opportunity for our NEOs.

Objectives and Elements of OurDana’s Compensation ProgramPhilosophy

The overall objectives of our executiveOur compensation program areis designed to attract, motivate, reward and retain talent. We believe that in order to achieve our objectives, ourbalance short-term performance with long-term growth. Our compensation and benefits must be competitive with executive compensation arrangements generally provided to executive officers at similar levels at other comparable-sizedcomparably-sized companies wherewith whom we compete for talent. The various componentsDana’s executive compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives:

Dana’s Executive Compensation Practices

Dana’s executive compensation program features many best practices that serve shareholder interests.

What We Do....				What We Don’t Do...
		Base half of our long-term compensation on the achievement of objective, pre-established goals tied to financial, operational, and strategic measures.				No excise tax gross ups. No excessive perquisites.
		Award incentive compensation based on objective measures.				No hedging or pledging of Dana stock.
		Apply an accelerated schedule to meet minimum stock ownership guidelines.				No excessive change-in-control and executive severance provisions.
		Maintain a clawback policy to recapture unearned incentive payments.
		Retain an independent compensation consultant.
		Include double trigger of vesting of equity awards and severance payments upon a change in control.

Say on Pay

Last year’s advisory vote on executive compensation (Say on Pay) was overwhelmingly supported by our shareholders with 96.6% of the votes cast in favor of our pay practices. Although there was strong support from our shareholders, the Compensation Committee decided to make some modifications to the executive compensation program to further align executive interests with those of our shareholders.

2015 Compensation Changes

In early 2015, Management and the Compensation Committee reviewed the performance measures of Dana’s Annual Incentive Plan design to ensure alignment with Dana’s current business strategy and market industry outlook. That review brought some changes in the Annual Incentive Plan’s performance measures or metrics. In addition to the current Earnings Before Interest, Taxes (EBIT) performance measure, we introduced two other performance measures: EBIT Margin and Working Capital Efficiency. In determining the Annual Incentive Award, each of these performance measures are weighted as follows:

The performance measures (and weightings) used in the 2014 Annual Incentive Plan were EBIT (80%) and Adjusted Operating Cash Flow (20%). We believe these changes provide a sharp focus on critical results in running our business effectively and efficiently. A more detailed description of these performance measures and results can be found in the Annual Performance-Based Cash Incentive section of this Compensation and Discussion Analysis.

Relationship between Dana Pay & Performance

Comparator Compensation Data

One of the factors our Compensation Committee uses in setting executive compensation is an evaluation of how our target compensation and benefits levels compare to those of similarly-situated executives at companies that comprise our executive compensation peer group (Peer Group). Dana’s philosophy for senior executive pay, including NEO pay, is to target a range of +/- 15% of the 50^th percentile of our Peer Group and general industry market data as provided by the Compensation Committee’s independent compensation consultant. In addition to market data, other factors such as an individual’s experience, responsibilities, and long-term strategic value to Dana are also considered when making recommendations and decisions on compensation.

The Peer Group used for benchmarking executive pay for all NEOs is made up of companies in similar industries (Auto Components, Industrial Machinery, Construction and Farm Machinery, Heavy Trucks, and other Durable Goods manufacturers), of similar size range (as measured by annual revenue) and of similar complexity to Dana.

The Peer Group is reviewed by the Compensation Committee every year and modifications are made to ensure each company in the group meets the above comparison criteria. In 2015, the Compensation Committee, upon analysis and review with their executive compensation consultants, made some changes to the Peer Group. The table below comprises the companies in our Peer Group:

In 2015, the Compensation Committee removed TRW Automotive Holdings, Visteon Corporation and Federal Mogul from the Peer Group due to recent mergers and/or divestitures which may create dissimilarities in

compensation practices for comparison purposes. Based on the compensation comparison selection criteria indicated above, Parker-Hannifin was also removed from, and Delphi Automotive and Cooper-Standard Holdings were added to, the Peer Group in 2015.

The table below shows that Dana’s revenue and market capitalization are close to the median of the Peer Group:

Pay-for-Performance

We believe it is important to look at how NEO realizable pay compares to Dana’s performance as it represents the value of the awards NEOs actually or could potentially receive. The Compensation Committee and management analyzed the alignment between the pay of our NEOs and Dana’s three-year (2012-2014) performance relative to the Peer Group. The table below shows the characteristics that were used for the study:

The following graphs show the correlation between realizable pay and TSR over a three-year period for Dana’s CEO (Mr. Wood in the below illustration) and other NEOs and the CEOs and other NEOs in our Peer Group:

NEO Pay Mix

To align pay levels for our NEOs with Dana’s performance, our pay mix places the greatest emphasis on performance-based incentives. A significant majority (84%) of our CEO’s (Mr. Kamsickas) target compensation and 72% of the average target compensation of our other NEOs (Messrs. Filcek, Wallace, Aghili and Bowen) is performance-based.

Elements of 2015 Executive Compensation Program

Our annual executive compensation program has three primary pay components: Base salary, annual performance-based cash bonuses and long-term equity incentives. We also offer retirement and additional benefits.

Base Salary

We provide base salaries to compensate our NEOs for their primary roles and responsibilities and to provide a stable level of annual compensation. Actual NEO salary levels and increases vary based on the NEO’s role, level of responsibility, experience, individual performance, future potential and market value. In addition, salary increases may be warranted because of a promotion or change in responsibilities.

Considering market based positioning and their individual performance, the Compensation Committee approved the 2015 base salary adjustments of the NEOs below:

Annual Performance-Based Cash Incentive

Our performance-based annual bonus program, the Dana Annual Incentive Plan (AIP) is a cash-based plan intended to motivate and reward employees based on Dana-wide, business unit and individual performance that drive shareholder value.

The AIP covers approximately 2,400 employees, including our NEOs. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for the NEOs, as a percentage of base salary for the upcoming performance-period. The NEOs may earn from 0% to 200% of their individual target depending on actual consolidated and business unit financial performance, as well as important strategic, operational and other personal performance goals that are pre-established by the Compensation Committee.

As indicated above, the AIP award opportunity is defined for each NEO by consolidated and business unit results as applicable. The objective is to assign a portion of the AIP opportunity to the individual business unit for which the NEO has responsibility, while also promoting collaboration within and between the business units.

For our NEOs, the 2015 AIP target payout opportunities and results weightings are shown in the table below:

There were no changes to the AIP Target Opportunity for any of the NEOs in 2015, as the target opportunity levels are within the competitive pay range for each position.

The 2015 AIP was based on three key financial performance metrics and designed to:to reward the achievement of performance goals at both the consolidated and business unit levels. The three performance metrics were:

The principal elements of our executive compensation program are:

CertainEBIT and EBIT Margin are appropriate measures of our underlying earnings for 2015 and a good indication of our overall financial performance. Working Capital Efficiency is a key measure of operating efficiency and is calculated quarterly as the net working capital divided by trade sales. Each quarter is weighted at 25% to determine the overall Working Capital Efficiency result for the performance year.

To determine whether annual incentive awards are paid, performance for the year is measured against specified target levels for each performance metric. The target for 100% annual incentive achievement was based on achieving the levels of EBIT, EBIT Margin and Working Capital Efficiency from the Company’s (and Business Unit’s) annual operating plan.

Consolidated AIP Performance

The weighting, target performance, actual performance and payout of the 2015 AIP metrics at the consolidated level are as follows:

Business Unit AIP Performance

For Mr. Aghili, 60% of his AIP award is based on the weighted payout of the three performance metrics described above for the Off-Highway Technologies business unit for which he is responsible. The weighted payout for EBIT, EBIT Margin and Working Capital Efficiency in the Off-Highway Technologies Driveline business unit was 94%.

2015 Annual Incentive Plan Results

The annual incentive payment for 2015, based on the performance metrics shown above, for the NEOs are shown in the table below:

The performance and payout range (threshold, target and maximum incentive opportunity) of annual cash incentives for reaching 2015 performance goals under the 2015 AIP for each of our NEOs is provided in the table titled “Grants of Plan-Based Awards.” The actual award paid, as shown in the table above, is also provided in the Non-Equity Incentive Plan Compensation column of the Summary Compensation Table.

Personal Performance

In addition, the Compensation Committee reviews strategic, operational and other personal performance goals for the CEO and other NEOs. In 2015, these goals included improving Dana’s financial performance, TSR, increasing net new business wins, improving quality and safety, extending the Dana Operating System and lean manufacturing blueprint, and specific product delivery improvements and efficiencies.

Based on the results for those personal performance goals, the executive’s annual incentive may be increased or decreased up to 30% of the annual incentive target. However, any additional award based on meeting personal performance goals is contingent on satisfying the minimum level of financial performance set forth in the AIP. Also, the overall award cannot exceed 200% of the individual target. A specific weighting is not assigned to personal performance goals, instead the Compensation Committee applies its judgment considering an executive’s performance and contributions to Dana’s results on the various performance goals, to determine this award amount, if any. For the 2015 performance year, the following additional awards, based on a percentage of the target award were provided: Mr. Kamsickas (24.1%), Mr. Wood (30%), Mr. Quigley (0%), Mr. Wallace (12.8%), Mr. Aghili (16.6%) and Mr. Bowen (16.9%). Mr. Filcek did not participate in the personal performance portion of the Annual Incentive Plan in 2015.

Long-Term Incentive Program (LTIP)

We provide long-term incentive awards to approximately 150 senior management employees, including our NEOs. We believe that our long-term incentive awards serve an important role by balancing short-term goals with long-term shareholder value creation and minimizing risk-taking behaviors that could negatively affect long-term results. All long-term incentive awards are made under the 2012 Dana Holding Corporation Omnibus Incentive Plan (the Plan).

Similar to the other elements of compensation, at the beginning of the performance period, the Compensation Committee approves the amount of the long-term incentive award, which is based on a percentage of the NEO’s base salary. Each NEO’s award opportunity is based on a target dollar value assigned to his or her position based on market comparisons for similar positions, using both peer group and general industry market data. The target levels for the NEOs are shown in the table below:

There were no changes to the LTIP Target Opportunity (in terms of a percentage of base salary) for any of the NEOs in 2015, as the target opportunity levels are within the competitive pay range of each position. The value of performance share awards and Restricted Stock Units (RSUs) granted to each of our NEOs in 2015 is shown in the “Summary Compensation Table” below.

As shown in the table above, the mix of equity incentives for our NEOs is 50% Performance Shares and 50% RSUs. Each of these incentives “cliff vest” after a three-year period. We believe both Performance Shares and RSUs are forms of performance-based incentive compensation because Performance Shares provide direct alignment with shareholder interests and the value of RSUs fluctuates based on the stock price performance.

Performance Share awards are tied to the achievement of two performance measures, each weighted equally: Total Shareholder Return (TSR) and Return on Invested Capital (ROIC). Each metric has a performance range that can result in Performance Share awards of 0% to 200% of the target opportunity. TSR performance is relative to the Dow Jones US Industrial Index. TSR is a metric that directly aligns executive pay and value creation for shareholders. ROIC ensures management uses the Company’s capital in an effective manner that drives shareholder returns and is well aligned with, and different from, the performance measures used in the AIP. Furthermore, the value of Performance Shares is also tied to the Company’s stock price performance, which aligns the executives’ interests with those of shareholders.

RSUs encourage executives including someto achieve long-term goals because they increase in value based on gains in the stock price that would also create value for, and alignment with, our shareholders.

To receive both Performance Share awards and RSUs, the executive must remain employed with Dana for three years from the grant date. The graphs and tables below show the correlation between pay and performance for each of the long-term incentive plan performance metrics:

2013 LTIP Performance-Based Awards

As previously disclosed in our 2014 Proxy Statement, Dana granted performance cash awards pursuant to the 2013 LTIP covering three performance cycles (2013, 2014 and 2015). Each cycle was measured independently using ROIC as a performance metric, aligned to each year’s annual operating plan goals. Each year had the potential to be earned at, below, or above target but the award does not vest until the end of the performance period (December 31, 2015). The ROIC metric had a performance range of 25% to 200% of target. The payout of the 2013 LTIP Performance Cash Award amounted to 96.67% of target which was determined as the average of each tranche: 2013 (100% of target); 2014 (143% of target); and 2015 (47% of target).

Equity awards granted to each of our named executive officers have executive employment agreements and change in control agreements, as describedare shown in the “Executive Agreements” section“Grants of Plan-Based Awards” table and “Summary Compensation Table” below.

AdministrationOther Elements of Compensation

To remain competitive with other companies and to attract, retain, and motivate highly talented executives, we offer perquisites and a benefits package.

Executive Perquisites Plan

We have adopted an Executive Perquisites Plan that provides for an annual cash allowance to eligible employees (including our NEOs) in lieu of individual executive perquisites. We provide a fixed cash allowance as part of a competitive pay package to assist in recruiting and retaining talented executives. A cash-based program is preferred in lieu of programs such as car allowances, club memberships, and tax and financial

planning typically provided in a company-managed executive perquisite program, which can be administratively burdensome and costly. In addition, our cash perquisite program is a taxable benefit paid on a semi-monthly basis and, unlike some managed perquisite programs, we do not provide tax gross-up payments to cover applicable taxes on the allowance. Our CEO is entitled to $50,000 annually and the remaining NEOs are each entitled to $35,000 annually. Mr. Filcek’s annual cash perquisite allowance is $25,000.

International Assignment Benefits

We maintain an International Assignment Policy for certain employees who accept an international assignment at the request of Dana. The benefits under this program generally include some or all of the following benefits as needed: cost of living allowance, location premium, relocation allowance, housing allowance, transportation allowance, tax preparation, assignment completion payment, repatriation allowance and annual home leave. As a result of Mr. Aghili’s role as President, Off-Highway Technologies, he receives benefits under this program.

For more information on the benefits provided to Mr. Aghili, see the “Summary Compensation Table” and related footnotes below.

Health & Welfare – Wellness Benefits

We also provide other benefits such as medical, dental, life insurance, accidental disability and dismemberment insurance, short-term disability and long-term disability to our NEOs, which are also provided to all eligible US-based salaried employees. Eligible employees can purchase additional life, dependent life, and accidental death and dismemberment coverage as part of their employee benefits package. Our NEOs and certain other manager-level employees may also purchase supplemental long-term disability insurance.

As part of our employee health and wellness benefit initiative, we provide an executive physical program to certain executives, including Messrs. Kamsickas, Wallace, Aghili, Bowen, Wood and Quigley. The benefit provides an annual routine wellness examination and physical at a cost to Dana not to exceed $2,500.

Retirement Benefits

We maintain a tax-qualified, “safe harbor” 401(k) plan for our employees, including the NEOs. Eligible participants may make voluntary contributions to the plan up to Internal Revenue Code limits. Dana makes matching contributions and a discretionary fixed contribution to each eligible employee’s 401(k) plan account. We match 100% of the employee’s contributions up to 3% of compensation and 50% of the employee’s contributions from 3% to 5% of compensation, providing a maximum employer match of 4% of compensation to an employee. The discretionary company fixed contribution is 3.5% of an employee’s compensation into the 401(k) plan.

We maintain a non-qualified savings plan (restoration plan), to which we credit amounts to participants, including our NEOs that we would have otherwise provided as matching and fixed contributions under the 401(k) plan if IRS statutory limits on 401(k) plan contributions had not been applicable.

We maintain a non-qualified defined contribution Supplemental Executive Retirement Plan (SERP) and a deferred compensation program for certain executives, including our NEOs. We believe that the SERP and deferred compensation benefits enable us to provide our NEOs with a competitive retirement program in line with our peers. A portion of the SERP benefit is based on our performance. Mr. Filcek is not eligible to participate in the Dana SERP. For more information regarding our non-qualified retirement programs, see the narrative following the “Nonqualified Deferred Compensation” table.

How Compensation Decisions are Made

Role of the Compensation Committee, CEO and Chief Administrative Officer

The Compensation Committee of the Board of Directors assists the Board in fulfilling its obligations related to the compensation of Dana’s executive officers, and in general, with respect to compensation and benefits programs relating to all employees. Our current Compensation Committee consists of a chairman and independent directors who are appointed annually by the Board. Under its Charter, the Compensation Committee must have a minimum of three members who meet the requirements for independence as set forth by the SEC, the New York Stock Exchange and our Standards of Director Independence. Members of the Committee must also qualify as “non-employee directors” within the meaning of Exchange Act Rule 16b-3 and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.

The Compensation Committee members during 20122015 were: Keith E. Wandell (Chairman), Joseph C. Muscari and Steven B. Schwarzwaelder.R. Bruce McDonald.

The Compensation Committee’s responsibilities include, but are not limited to, reviewing our executive compensation philosophy and strategy, participating in the performance evaluation process for our President and Chief Executive Officer (CEO),CEO, setting base salary and incentive opportunities for our CEO and other senior executives (our Executive Leadership Team), establishing the overarching pay philosophy for Dana’s management team, establishing incentive compensation and performance goals and objectives for our executive officers and other eligible executives and management, and determining whether performance objectives have been achieved. The Compensation Committee also recommends to the Board employment and severance agreements for our CEO and key senior executives designated by our CEO.Executive Leadership Team members. Executive sessions are held by the Compensation Committee without the participation of any member of executive management, including the named executive officers.

Last year’s non-binding advisory vote on executiveNEOs. Each year, the Compensation Committee reviews the performance and total compensation otherwise known as “say on pay” was very positive with over 92%package of our shareholders voting in favor ofNEOs. The Compensation Committee reviews and establishes each NEO’s total target and actual compensation for the current year, which includes base salary, annual bonus opportunities and long-term incentive awards.

Our CEO and Chief Administrative Officer (CAO) are responsible for making recommendations to the Compensation Committee regarding base salary and incentive opportunity for the NEOs other than with respect to their own compensation.

Compensation decisions are made by the Compensation Committee using its sole judgment. The Compensation Committee focuses primarily on each NEO’s performance against his or her financial and strategic objectives, our pay practices. After consideringoverall performance, and a Business Unit’s performance where applicable—while reserving discretion to reflect the strong support the proposal received as well as the Committee’s viewoverall business performance.

Role of the valueIndependent Compensation Consultant

The Compensation Committee’s charter states the Compensation Committee may retain outside compensation consultants, lawyers or other advisors. The Compensation Committee retains an independent consultant, Mercer (US) Inc. (Mercer), a wholly-owned subsidiary of consistency from yearMarsh & McLennan Companies, Inc. (MMC), to year in both our approach toadvise it on certain compensation and the selection of balanced elements of compensation, the Committee concluded that no changes to the elements of compensation for our named executive officers were necessary in light of the shareholders’ vote.

Compensation Consultants

Ourmatters. The Compensation Committee has the sole authority to retain, compensate and terminate any independent compensation consultants of its choosing. During 2012,

In connection with the Compensation Committee’s engagement of Mercer, the Compensation Committee retained Mercer (US) Inc. (“Mercer) as its independent advisorconsidered factors relevant to Mercer’s independence, including six factors specified by NYSE rules, and determined that its work does not raise any conflict of interest. The Compensation Committee requested Mercer’s advice on a variety of issues, including compensation strategy, market comparisons, review of our peer group, pay and performance alignment versus industry peers, executive pay trends, stock ownership

guidelines, compensation best practices and potential compensation plan designs and modifications.

Mercer provided the Peer Group and general industry compensation data to management and the Compensation Committee and it was used as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for all of the NEOs at the beginning of 2015.

In addition to its services for the Compensation Committee, separate and distinct from executive and director compensation consulting services, Mercer provided select services for Dana in various other capacities in 2012.2015. Those services included international benefits pooling consulting and other global compensation consulting where Mercer data was most prevalentrelevant in a given country. These other services were not approved by our Board of Directors or the Compensation Committee because they relate to broad-based compensation and benefit plans. Our management utilizedused Pay Governance LLC (Pay Governance) for globalexecutive compensation and benefits advice.

Compensation Policies & Practices

Our Peer Group and Use of Competitive Market DataDana’s Stock Ownership Guidelines

Our management as well as the Compensation Committee reviews competitive market data to assist in decision-making regarding Dana’s compensation and benefits programs. Both reviewed market pay data among comparably-sized general industrial companies, as provided by Mercer. Market pay data was gathered from Mercer’s 2012 Benchmark Database which contains compensation data from over 3,100 participating organizations in the U.S.

Our management and the Compensation Committee review the pay and performance of our executive officers and, in the process, use the survey market pay data and peer group data when available to establish appropriate compensation levels. Our peer group includes the following 15 companies:

Our peer group was selected by the Compensation Committee during 2010. The Compensation Committee believes this peer group is still appropriate and remains unchanged. Selectionadopted stock ownership guidelines for our NEOs to encourage executives to own a significant number of this peer group wasshares of our common stock. The stock ownership guidelines are calculated based on i) similar industry; ii) similar size range (as measured by annual revenue); and iii) Industrial Machinery, Construction and Farm Machinery, Heavy Trucks, and other Durable Goods manufacturers.

Base Salaries

Base salaries are intended to be market-competitive and to provide a minimum level of guaranteed compensation. The base salariesmultiple of the executive officers, including our named executive officers, were determined when they first joined Dana, when they were promoted from within Dana, as part of ourexecutive’s annual merit planning process or as a market adjustment. Dana’s philosophy is to target a range of +/-15% of the 50th percentile for senior executives. From time to time, when recruiting key talent from other companies both within and outside of the automotive industry or promoting from within Dana, base salaries could exceed the range, based on the candidate’s current salary or other factors. Our CEO and Chief Administrative Officer (CAO) are responsible for making salary recommendations to the Compensation Committee for executive officers, other than with respect to their own salary. In 2012, Messrs. Wood, Quigley, Wallace, Aghili and Yost did not receive base salary increases. Mr. Bowen received an increase of 16% in order to move his base salary closer to the 50^th percentile for an executive in a similar position and comparable level of experience.

In March 2012, Mr. Quigley became our Executive Vice President and Chief Financial Officer. Compensation market data within our peer group and general industry data provided by Pay Governance and Mercer were used, along with consideration of our existing pay structure and other factors, in setting the total direct compensation (base and incentive pay) package for Mr. Quigley.

Annual Incentive Program

Dana maintains an Annual Incentive Program (AIP) for approximately 2,400 employees, including our named executive officers, which provides cash incentives driven by Dana’s performance. Each year, the Compensation Committee reviews and approves an annual cash bonus target for the named executive officers, as a percentage of base salary. The named executive officers may earn from 0% to 200% of their individual target depending on actual consolidated financial performance compared to the pre-established goals set by the Compensation Committee. The payout opportunities for the named executive officers at the target level were: for Mr. Wood, 125% of his salary; for Mr. Quigley, 75% of his salary; Mr. Wallace, 75% of his salary; Mr. Aghili, 70% of his salary and Mr. Bowen, 70% of his salary. Our former CFO, Mr. Yost was entitled to a pro rata opportunity based on 75% of his salary. The Compensation Committee also establishes the performance metrics and goals that are used for determining AIP payouts in compliance with Section 162(m) of the IRS Code.

The 2012 AIP was designed to reward the achievement of two financial target performance goals, which were Earnings Before Interest, Taxes, less Restructuring and certain other adjustments or “EBIT-R” (60% weighted) of $531 million and Free Cash Flow or “FCF” of $342 million, defined as cash flow from operations plus i) pension contributions and ii) interest expense paid net of interest income received less i) capital expenditures; ii) restructuring-related payments and iii) income tax payments (40% weighted). We believe utilizing EBIT-R as a component of short-term compensation was important because this metric measures our operational profitability without discouraging the pursuit of restructuring and other actions that are expected to provide long term value. Additionally, the Compensation Committee believed that FCF was a fundamental metric to use to determine short term incentive because of the significance of maintaining sufficient cash generation and efficiently managing capital in industries such as ours. Our 2012 actual results for EBIT-R were $484 million and $459 million for FCF. This performance by Dana in 2012 resulted in a payout of 112% of the established targets for each of our named executive officers.

The potential amounts of annual cash incentives payable for reaching 2012 performance goals under the 2012 AIP at threshold, target and maximum for each of our named executive officers is set forth below in the table titled “Grants of Plan-Based Awards”. The actual award paid is set forth in the Non-Equity Incentive Plan Compensation column of the “Summary Compensation Table”.

Long Term Incentive Program

We believe that our long term incentive awards serve an important role by balancing short term goals with long term shareholder value creation and minimizing risk taking behaviors that could negatively affect long term results. All long term incentive awards are made pursuant torequire the 2012 Dana Holding Corporation Omnibus Incentive Plan (the Plan). These awards are providedNEOs to achieve the following objectives:required percentage of the targeted stock ownership levels on a schedule from two to five years of being promoted or named to the applicable executive position. The table below shows the schedule in attaining the targeted amount of stock ownership:

2012 Long Term Incentive Program (LTIP)

Approximately 140 senior management employees designated by Dana, including our named executive officers, participate in the 2012 LTIP. For 2012, Dana utilized market pay data as described in the annual review mentioned above to create a long term incentive compensation structure for the management team, including our named executive officers. Each of our named executive officers received an LTIP awardincentives based on faulty financial results, we have a target dollar value assigned to his or her position based on our market comparison for similar positions, utilizing both peer and market data. The target levels for the named executive officers were: for Mr. Wood, 425%policy (Clawback Policy) regarding adjustment of his base salary; for Mr. Quigley, 255% of his base salary; Mr. Wallace, 230% of his base salary; Mr. Aghili, 200% of his base

salary and Mr. Bowen, 215% of his base salary. Our former CFO, Mr. Yost was entitled to a pro rata award based on 255% of his base salary. For 2012, our senior executives, including our named executive officers, were eligible for long term incentive awards consisting of 1/3 stock options, 1/3 restricted stock units (RSUs) and 1/3 performance cash.

We believe it is important to provide our senior executives, including the named executive officers, with stock options, restricted stock units and performance cash because the awards serve different purposes. Stock options, in particular, encourage executives to achieve long term goals because they only have value to the recipient if there are long-term gains in the stock price that would also create value for our shareholders. Since the executive receives value from the stock option grants onlyperformance-based compensation in the event of stock appreciation, stock optionsa restatement of our financial results. It provides that the Compensation Committee will review all bonuses and other compensation paid or awarded to our executive officers based on the achievement of corporate performance goals during the period covered by a restatement. If the amount of such compensation paid or payable to any executive officer based on the originally reported financial results differs from the amount that would have been paid or payable based on the restated financial results, the Compensation Committee makes a recommendation to the independent members of the Board as to whether to seek recovery from the executive officer of any compensation exceeding that to which he or she would have been entitled based on the restated results. In the case of Messrs. J. Kamsickas and R. Wood, their executive employment agreements set forth clawback provisions in addition to the Clawback Policy described above. These additional clawback provisions are described below under “Executive Agreements.”

Hedging & Pledging of Dana Stock

Under the terms of our “Insider Trading Policy,” no employee or director is permitted to engage in securities transactions that would allow them either to insulate themselves from, or profit from, a strong incentivedecline in Dana’s stock

price. Similarly, no employee or director may enter into hedging transactions in Dana’s stock. Such transactions include, and are not limited to, (i) improve long term financial performance, (ii) focus on longer horizon decisionsshort sales as well as short term decisions and (iii) increase shareholder value. Stock option awards under the 2012 LTIP have a contractual termany hedging transactions in derivative securities (e.g. puts, calls, swaps or collars) or other speculative transactions relating to Dana’s stock. Pledging of 10 years and vest in equal increments over 3 years.

Similar toDana’s stock options, RSUs encourage executives to achieve long term goals because they increase in value based on gains in the stock price that wouldis also create value for our shareholders. Unlike stock options, restricted stock units provide an initial value to the employee that could decrease or increase based on stock price performance which aligns the employee’s interest with those of our shareholders. Finally, the RSUs are not generally paid out unless the employee remains with the company through the vesting period which creates an incentive for employees to remain with the company and focus on enhancing long term value.prohibited.

Our performance cash award encourages the executive to achieve Dana’s long term goals, while being rewarded only if specific financial objectives are achieved. Similar to RSUs, our performance cash awards are not generally paid out unless the employee remains with the company through the vesting period which creates an incentive for employees to remain with the company and focus on enhancing long term value. Performance-based awards under the 2012 LTIP are based on a key financial metric; Pre-Tax Return On Invested Capital (ROIC). Our 2012 target for Pre-Tax ROIC was 17.7% and our 2012 performance was 17.8%. We believe that Pre-Tax ROIC is important because it ensures management uses the company’s capital in an effective manner which drives shareholder returns and is well aligned, and different from, the performance measures used in the 2012 AIP.

Performance cash awards granted in 2012 cover three performance cycles (2012, 2013 and 2014). Each cycle is measured independently using metrics that are aligned to each year’s annual operating plan goals. Each year has the potential to be earned at, below, or above target but the award does not vest until the end of the 2012-2014 performance period and is paid out in early 2015. The Pre-Tax ROIC metric has a performance range of twenty five percent (25%) to two hundred percent (200%) of target.

Based on 2012 company performance, the Compensation Committee certified that we achieved 104% of target for the 2012 performance cash cycle. The value of stock option awards and restricted stock units granted to each of our named executive officers in 2012 is set forth in the “Summary Compensation Table” below.

2010 Performance-Based Awards

As previously disclosed in our 2010 Proxy Statement, Dana granted performance shares and performance cash awards in 2010. These grants are scheduled to vest in 1/3 increments based on meeting or exceeding certain

financial performance goals. The 2012 tranche of the 2010 performance-based awards was earned at 104%. The actual cash-based award earned is provided in the “Summary Compensation Table” below.

Equity awards granted to each of our named executive officers are set forth in the “Grants of Plan-Based Awards” table and “Summary Compensation Table” below.

Equity-Based Grant PracticesRetirement Benefits

UnderWe maintain a tax-qualified, “safe harbor” 401(k) plan for our equity-based grant practices, we make regular equity-based grants to eligible employees, including named executive officers,the NEOs. Eligible participants may make voluntary contributions to the plan up to Internal Revenue Code limits. Dana makes matching contributions and a discretionary fixed contribution to each eligible employee’s 401(k) plan account. We match 100% of the employee’s contributions up to 3% of compensation and 50% of the employee’s contributions from 3% to 5% of compensation, providing a maximum employer match of 4% of compensation to an employee. The discretionary company fixed contribution is 3.5% of an employee’s compensation into the 401(k) plan.

We maintain a non-qualified savings plan (restoration plan), to which we credit amounts to participants, including our NEOs that we would have otherwise provided as matching and fixed contributions under the 401(k) plan if IRS statutory limits on 401(k) plan contributions had not been applicable.

We maintain a non-qualified defined contribution Supplemental Executive Retirement Plan (SERP) and a deferred compensation program for certain executives, including our NEOs. We believe that the SERP and deferred compensation benefits enable us to provide our NEOs with a competitive retirement program in line with our peers. A portion of the SERP benefit is based on our performance. Mr. Filcek is not eligible to participate in the first quarter ofDana SERP. For more information regarding our non-qualified retirement programs, see the calendar year at a regularly scheduled meetingnarrative following the “Nonqualified Deferred Compensation” table.

How Compensation Decisions are Made

Role of the Compensation Committee.Committee, CEO and Chief Administrative Officer

The Compensation Committee of the Board of Directors assists the Board in fulfilling its obligations related to the compensation of Dana’s executive officers, and in general, with respect to compensation and benefits programs relating to all employees. Our current Compensation Committee consists of a chairman and independent directors who are appointed annually by the Board. Under our current practice,its Charter, the exercise price, inCompensation Committee must have a minimum of three members who meet the case of stock options, isrequirements for independence as set forth by the closing price of our common stock onSEC, the New York Stock Exchange on the dayand our Standards of Director Independence. Members of the grant. WeCommittee must also may award equity-based grants during the year to newly hired executive officersqualify as part of their compensation package or to executives based on a promotion during the year. In the case of equity-based grants to newly hired employees who may be executive officers“non-employee directors” within the meaning of Exchange Act Rule 16b-3 and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code, or officers subject to Section 16 of the Exchange Act, including named executive officers, the grants are authorized by the Compensation Committee.

Mitigation of Potential Risk in Pay ProgramsCode.

The Compensation Committee members during 2015 were: Keith E. Wandell (Chairman), Joseph C. Muscari and R. Bruce McDonald.

The Compensation Committee’s responsibilities include, but are not limited to, reviewing our executive compensation philosophy and strategy, participating in the performance evaluation process for our CEO, setting base salary and incentive opportunities for our CEO and other senior executives (our Executive Leadership Team), establishing the overarching pay philosophy for Dana’s management team, establishing incentive compensation and performance goals and objectives for our executive officers and other eligible executives and management, and determining whether performance objectives have been achieved. The Compensation Committee also recommends to the Board employment and severance agreements for our CEO and Executive Leadership Team members. Executive sessions are held by the Compensation Committee without the participation of any member of executive management, including the NEOs. Each year, the Compensation Committee reviews the performance and total compensation package of our NEOs. The Compensation Committee reviews and establishes each NEO’s total target and actual compensation for the current year, which includes base salary, annual bonus opportunities and long-term incentive awards.

Our CEO and Chief Administrative Officer (CAO) are responsible for making recommendations to the Compensation Committee regarding base salary and incentive opportunity for the NEOs other than with respect to their own compensation.

Compensation decisions are made by the Compensation Committee using its sole judgment. The Compensation Committee focuses primarily on each NEO’s performance against his or her financial and strategic objectives, our overall performance, and a Business Unit’s performance where applicable—while reserving discretion to reflect the overall business performance.

Role of the Independent Compensation Consultant

The Compensation Committee’s charter states the Compensation Committee may retain outside compensation consultants, lawyers or other advisors. The Compensation Committee retains an independent consultant, Mercer (US) Inc. (Mercer), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (MMC), to advise it on certain compensation matters. The Compensation Committee has reviewed ourthe sole authority to retain, compensate and terminate any independent compensation policies and practicesconsultants of its choosing.

In connection with the Compensation Committee’s engagement of Mercer, the Compensation Committee considered factors relevant to Mercer’s independence, including six factors specified by NYSE rules, and determined that none are reasonably likely to haveits work does not raise any conflict of interest. The Compensation Committee requested Mercer’s advice on a material adverse effect on Dana. In order to avoid excessive risk taking behaviors, Dana has put into place several mechanisms,variety of issues, including but not limited to,compensation strategy, market comparisons, review of our peer group, pay and performance alignment versus industry peers, executive pay trends, stock ownership guidelines, caps oncompensation best practices and potential compensation plan designs and modifications.

Mercer provided the Peer Group and general industry compensation data to management and the Compensation Committee and it was used as a frame of reference for establishing compensation targets for base salary, annual incentive payouts, financial performance-based annual incentive programs, long term incentive awards (which are delivered primarily in the form of equity), a practice of using a mix of multiple types of awards,bonus and a practice of using multiple metrics to determine annual and long term incentive payouts. Stock ownership guidelines, as discussed below, encourage our executives to maintain a certain level of company ownership, thus encouraging them to have an interest in the long term successlong-term incentives for all of the company. Long term incentive awards such as restricted stock units or performance shares or equity acquired externally count toward our stock ownership guidelines. Annual incentive payouts are capped to avoid decisions that may lead to an exorbitant payout in one year toNEOs at the detrimentbeginning of performance in following years. 2015.

In addition to its services for the Compensation Committee, separate and distinct from executive and director compensation consulting services, Mercer provided select services for Dana in various other capacities in 2015. Those services included international benefits pooling consulting and other global compensation consulting where Mercer data was most relevant in a given country. These other services were not approved by our 2012 Omnibus Incentive Plan has a “clawback” provision relatedBoard of Directors or the Compensation Committee because they relate to incentive payments in the event of financial restatements. See “Clawback Provisions” below.broad-based compensation and benefit plans. Our management used Pay Governance LLC (Pay Governance) for executive compensation advice.

Compensation Policies & Practices

Dana’s Stock Ownership Guidelines

We believe it is important to align the interests of the members of our Strategy Board (including our named executive officers) with those of our shareholders through ongoing stock ownership. OurThe Compensation Committee adopted stock ownership guidelines for our NEOs to encourage executives to own a significant number of shares of our common stock. The stock ownership guidelines are calculated based on a multiple of the executive’s annual base salary.

We require these executivesthe NEOs to achieve the required percentage of the targeted stock ownership levels within 5on a schedule from two to five years of being promoted or named to the applicable executive position. The table below shows the schedule in attaining the targeted amount of stock ownership:

Employment AgreementsClawback Provisions

OurTo mitigate risk to Dana of paying either annual or long-term incentives based on faulty financial results, we have a policy (Clawback Policy) regarding adjustment of performance-based compensation in the event of a restatement of our financial results. It provides that the Compensation Committee determined it was necessarywill review all bonuses and other compensation paid or awarded to offerour executive officers based on the achievement of corporate performance goals during the period covered by a restatement. If the amount of such compensation paid or payable to any executive officer based on the originally reported financial results differs from the amount that would have been paid or payable based on the restated financial results, the Compensation Committee makes a recommendation to the independent members of the Board as to whether to seek recovery from the executive officer of any compensation exceeding that to which he or she would have been entitled based on the restated results. In the case of Messrs. J. Kamsickas and R. Wood, their executive employment agreements set forth clawback provisions in certain limited circumstancesaddition to attract senior executives. As a result, we have an executive employment agreement with Mr. Wood as discussedthe Clawback Policy described above. These additional clawback provisions are described below under the “Executive Agreements” section below.Agreements.”

Severance ArrangementsHedging & Pledging of Dana Stock

We have adopted both an executive severance plan (Executive Severance Plan) and a change in control severance plan (Change in Control Plan). EachUnder the terms of our current named executive officers participates“Insider Trading Policy,” no employee or director is permitted to engage in thesesecurities transactions that would allow them either to insulate themselves from, or profit from, a decline in Dana’s stock

plans. These arrangements provide certaintyprice. Similarly, no employee or director may enter into hedging transactions in Dana’s stock. Such transactions include, and are not limited to, both Dana and the former executiveshort sales as well as any hedging transactions in derivative securities (e.g. puts, calls, swaps or collars) or other speculative transactions relating to their rights and obligations to each other, including restrictive covenants, non-compete agreements and consulting services.

Executive Severance Plan

The Executive Severance Plan was adopted in 2008 in order to provide severance compensation to eligible executives whose employmentDana’s stock. Pledging of Dana’s stock is terminated for a reason other than cause, death, total disability or voluntary resignation. The plan is designed to offset the uncertainty of executives regarding their own futures if a termination actually occurs.

Change in Control Plan

We have also adopted the Change in Control Plan to provide severance benefits to eligible executives whose employment is terminated as a result of a change in control of the company. Each of our current named executive officers participates in the plan. We believe that such a plan helps to both attract and retain executives by reducing the personal uncertainty that arises from the possibility of a future business combination or restructuring. Dana believes that the Change in Control Plan helps to increase shareholder value by encouraging the executives to consider change in control transactions that are in the best interest of Dana and its shareholders, even if the transaction may ultimately result in their termination of employment.prohibited.

All of our named executive officers who were eligible under the plan voluntarily agreed to waive the excise tax gross up provision of this plan. As a result, eligible executive officers would receive the better of the following change in control payments on an after-tax basis: i) change in control payment less excise tax (paid by executive), if the payment is deemed to be an excess parachute payment, and less other applicable income taxes or ii) change in control payment reduced to an amount such that an excise tax payment is not triggered, less other applicable income tax. If the excess parachute amount is not triggered, the change in control payment is not affected by any excise tax.

Additional information on the terms and conditions of these plans as they relate to our named executive officers is described in the section entitled “Potential Payments and Benefits upon Termination or Change in Control” below.

Perquisites and Other Benefits

Executive Perquisites Plan

We have adopted an Executive Perquisites Plan that provides for an annual cash allowance to eligible employees (including our named executive officers) in lieu of individual executive perquisites. We provide a cash allowance, in lieu of an administratively burdensome and costly perquisite program, as part of a competitive pay package, which assists in recruiting and retaining talented executives from other companies that offer similar benefits. A fixed cash allowance also reduces our costs to administer the various components of a perquisites program. A cash-based program is preferred in lieu of programs such as car allowances, club memberships, tax and financial planning typically provided in a company-managed executive perquisite program. In addition, our cash perquisite program is a taxable benefit paid on a monthly basis, and unlike some managed perquisite programs, we do not provide tax gross-up payments to cover applicable taxes on the allowance. Our CEO is entitled to $50,000 annually and the remaining named executive officers are each entitled to $35,000 annually.

International Assignment Benefits

We maintain an International Assignment Policy for certain employees who accept an international assignment at the request of Dana. The benefits under this program generally include some or all of the following benefits as needed: cost of living allowance, location premium, relocation allowance, housing allowance, transportation allowance, tax preparation, assignment completion payment, repatriation allowance and annual home leave. As a result of Mr. Aghili’s role as President, Off-Highway Technologies, he receives benefits under this program.

For more information on the benefits provided to Mr. Aghili, see the “Summary Compensation Table” and related footnotes below.

Relocation Assistance

On a limited basis, we offer relocation benefits to our employees and new hires. The benefits under this program generally include some or all of the following benefits as needed: pre-commitment visits, miscellaneous expense allowances, tax assistance, home sale assistance, loss on sale assistance, home purchase closing costs, household goods shipping, and temporary living expenses. Dana provides relocation benefits to encourage employees to relocate and to sell their homes in order to help ease and accelerate the transition time for the employee and the family and to help employees remain focused on our business rather than on personal relocation issues. Mr. Bowen utilized the relocation program during 2012.

For more information on the benefits provided to Mr. Bowen, see the “Summary Compensation Table” and related footnotes below.

Health & Wellness

As part of our employee health and wellness benefit initiative, we provide an executive physical program to certain executives, including the named executive officers. The benefit provides an annual routine wellness examination and physical at a cost to Dana not to exceed $2,500.

Retirement Benefits

We maintain a tax-qualified, “safe harbor” 401(k) plan for our employees, including the named executive officers.NEOs. Eligible participants may make voluntary contributions to the plan up to Internal Revenue Code limits. Dana makes matching contributions and a discretionary fixed contribution to each eligible employee’s 401(k) plan account. We match 100% of the employee’s contributions up to 3% of compensation and 50% of the employee’s contributions from 3% to 5% of compensation, providing a maximum employer match of 4% of compensation to an employee. Beginning in 2012, we made an additionalThe discretionary company fixed contribution of 1%is 3.5% of an employee’s compensation into the 401(k) plan.

We also maintain a non-qualified savings plan (restoration plan), to which we credit amounts to participants, including our NEOs that we would have otherwise provided as matching and fixed contributions under the 401(k) plan if IRS statutory limits on 401(k) plan contributions had not been applicable.

AsWe maintain a result of our comprehensive compensation and benefits analysis in 2011 with the consultants at Mercer and Pay Governance, we established anon-qualified defined contribution Supplemental Executive Retirement Plan (SERP) and a deferred compensation program for certain executives, including our named executive officers, effective January 1, 2012.NEOs. We believe that the SERP and deferred compensation benefits will enable us to provide our named executive officersNEOs with a competitive retirement program in line with our peers. A portion of the SERP benefit is based on our performance. Mr. Filcek is not eligible to participate in the Dana SERP. For more information regarding the SERP,our non-qualified retirement programs, see the narrative following the “Nonqualified Deferred Compensation” table.

How Compensation Decisions are Made

Role of the Compensation Committee, CEO and Chief Administrative Officer

The Compensation Committee of the Board of Directors assists the Board in fulfilling its obligations related to the compensation of Dana’s executive officers, and in general, with respect to compensation and benefits programs relating to all employees. Our current Compensation Committee consists of a chairman and independent directors who are appointed annually by the Board. Under its Charter, the Compensation Committee must have a minimum of three members who meet the requirements for independence as set forth by the SEC, the New York Stock Exchange and our Standards of Director Independence. Members of the Committee must also qualify as “non-employee directors” within the meaning of Exchange Act Rule 16b-3 and as “outside directors” for purposes of Section 162(m) of the Internal Revenue Code.

The Compensation Committee members during 2015 were: Keith E. Wandell (Chairman), Joseph C. Muscari and R. Bruce McDonald.

The Compensation Committee’s responsibilities include, but are not limited to, reviewing our executive compensation philosophy and strategy, participating in the performance evaluation process for our CEO, setting base salary and incentive opportunities for our CEO and other senior executives (our Executive Leadership Team), establishing the overarching pay philosophy for Dana’s management team, establishing incentive compensation and performance goals and objectives for our executive officers and other eligible executives and management, and determining whether performance objectives have been achieved. The Compensation Committee also recommends to the Board employment and severance agreements for our CEO and Executive Leadership Team members. Executive sessions are held by the Compensation Committee without the participation of any member of executive management, including the NEOs. Each year, the Compensation Committee reviews the performance and total compensation package of our NEOs. The Compensation Committee reviews and establishes each NEO’s total target and actual compensation for the current year, which includes base salary, annual bonus opportunities and long-term incentive awards.

Our CEO and Chief Administrative Officer (CAO) are responsible for making recommendations to the Compensation Committee regarding base salary and incentive opportunity for the NEOs other than with respect to their own compensation.

Compensation decisions are made by the Compensation Committee using its sole judgment. The Compensation Committee focuses primarily on each NEO’s performance against his or her financial and strategic objectives, our overall performance, and a Business Unit’s performance where applicable—while reserving discretion to reflect the overall business performance.

Role of the Independent Compensation Consultant

The Compensation Committee’s charter states the Compensation Committee may retain outside compensation consultants, lawyers or other advisors. The Compensation Committee retains an independent consultant, Mercer (US) Inc. (Mercer), a wholly-owned subsidiary of Marsh & McLennan Companies, Inc. (MMC), to advise it on certain compensation matters. The Compensation Committee has the sole authority to retain, compensate and terminate any independent compensation consultants of its choosing.

In connection with the Compensation Committee’s engagement of Mercer, the Compensation Committee considered factors relevant to Mercer’s independence, including six factors specified by NYSE rules, and determined that its work does not raise any conflict of interest. The Compensation Committee requested Mercer’s advice on a variety of issues, including compensation strategy, market comparisons, review of our peer group, pay and performance alignment versus industry peers, executive pay trends, stock ownership guidelines, compensation best practices and potential compensation plan designs and modifications.

Mercer provided the Peer Group and general industry compensation data to management and the Compensation Committee and it was used as a frame of reference for establishing compensation targets for base salary, annual bonus and long-term incentives for all of the NEOs at the beginning of 2015.

In addition to its services for the Compensation Committee, separate and distinct from executive and director compensation consulting services, Mercer provided select services for Dana in various other capacities in 2015. Those services included international benefits pooling consulting and other global compensation consulting where Mercer data was most relevant in a given country. These other services were not approved by our Board of Directors or the Compensation Committee because they relate to broad-based compensation and benefit plans. Our management used Pay Governance LLC (Pay Governance) for executive compensation advice.

Compensation Policies & Practices

Dana’s Stock Ownership Guidelines

The Compensation Committee adopted stock ownership guidelines for our NEOs to encourage executives to own a significant number of shares of our common stock. The stock ownership guidelines are calculated based on a multiple of the executive’s annual base salary.

We require the NEOs to achieve the required percentage of the targeted stock ownership levels on a schedule from two to five years of being promoted or named to the applicable executive position. The table below.below shows the schedule in attaining the targeted amount of stock ownership:

All of the NEOs have met or exceeded the ownership requirements according to the above schedule as established under our guidelines. Mr. Filcek is not required to meet the stock ownership guidelines.

Clawback Provisions

In order toTo mitigate risk to Dana of paying either annual or long termlong-term incentives based on faulty financial results, we have a policy (Clawback Policy) regarding adjustment of performance-based compensation in the event of a restatement of our financial resultsresults. It provides that provides for the Compensation Committee towill review all bonuses and other compensation paid or awarded to our executive officers based on the achievement of corporate performance goals during the period covered by a restatement. If the amount of such compensation paid or payable to any executive officer based on the originally reported financial results differs from the amount that would have been paid or payable based on the restated financial results, the Compensation Committee makes a recommendation to the independent members of the Board as to whether to seek recovery from the executive officer of any compensation exceeding that to which he or she would have been entitled based on the restated

results or to pay to the officer additional amounts to which he or she would have been entitled based on the restated results, as the case may be. results. In the case of Mr.Messrs. J. Kamsickas and R. Wood, histheir executive employment agreement setsagreements set forth clawback provisions in addition to the Clawback Policy described above. These additional clawback provisions are described below under “Executive Agreements”Agreements.”

Hedging & Pledging of Dana Stock

Under the terms of our “Insider Trading Policy,” no employee or director is permitted to engage in securities transactions that would allow them either to insulate themselves from, or profit from, a decline in Dana’s stock

price. Similarly, no employee or director may enter into hedging transactions in Dana’s stock. Such transactions include, and are not limited to, short sales as well as any hedging transactions in derivative securities (e.g. puts, calls, swaps or collars) or other speculative transactions relating to Dana’s stock. Pledging of Dana’s stock is also prohibited.

Equity-Based Grant Practices

Under our equity-based grant practices, we make regular equity-based grants to eligible employees, including NEOs, in the first quarter of the calendar year at a regularly scheduled meeting of the Compensation Committee. Under our current practice, the exercise price, in the case of stock options, is the closing price of our common stock on the New York Stock Exchange on the day of the grant. We also may award equity-based grants during the year to newly-hired executive officers as part of their compensation package or to executives based on a promotion during the year. In the case of equity-based grants to newly-hired employees who may be executive officers within the meaning of Section 162(m) of the Internal Revenue Code, or officers subject to Section 16 of the Exchange Act, including NEOs, the grants are authorized by the Compensation Committee.

Mitigation of Potential Risk in Pay Programs

The Compensation Committee has reviewed our compensation policies and practices and determined that none are reasonably likely to have a material adverse effect on Dana. To avoid excessive risk-taking behaviors, Dana has put in place several mechanisms, including, but not limited to:

CEO Employment Agreements

Our Compensation Committee determined it is market practice to offer an executive employment agreement to the President and Chief Executive Officer. Terms of the employment agreements for Messrs. J. Kamsickas and R. Wood can be found in the CEO Employment Agreement section below. No other NEO has an employment agreement.

Severance Arrangements

We have adopted both an executive severance plan (Executive Severance Plan) and a change in control severance plan (Change in Control Plan). Each of our current NEOs participates in these plans. These arrangements provide certainty to both Dana and the former executive as to their rights and obligations to each other, including restrictive covenants and non-compete agreements.

Executive Severance Plan

The Executive Severance Plan was adopted in 2008 to provide severance compensation to eligible executives whose employment is terminated for a reason other than cause, death, total disability or voluntary resignation.

Change in Control Plan

We have also adopted the Change in Control Plan to provide severance benefits to eligible executives whose employment is terminated as a result of a change in control. Each of our current NEOs is eligible to participate in the plan. We believe that such a plan helps to both attract and retain executives by reducing the personal uncertainty that arises from the possibility of a future business combination or restructuring. Dana believes that the Change in Control Plan helps to increase shareholder value by encouraging the executives to consider change in control transactions that are in the best interest of Dana and its shareholders, even if the transaction may ultimately result in termination of their employment. The plan contains a “double-trigger” provision (i.e. termination of employment after a change in control) in vesting of equity awards and for distributing severance payments in the event of any change in control. No excise tax gross-up is provided for under this plan.

Additional information on the terms and conditions of these plans as they relate to our NEOs is described in the section entitled “Potential Payments and Benefits upon Termination or Change in Control” below.

Impact of Accounting and Tax Treatments

Deductibility of Executive Compensation

Subject to certain exceptions, Section 162(m) of the Internal Revenue Code limits our ability to deduct compensation in excess of $1 million per year paid to our named executive officersNEOs (other than the chief financial officer)CFO). This limitation generally does not apply to compensation that is considered “performance-based”.“performance-based.” It is our Compensation Committee’s position that in administering the “performance-based” portion of Dana’s executive compensation program, it will attempt to satisfy the requirements for deductibility under Section 162(m). However, our Compensation Committee believes that it needs to retain the flexibility to exercise its judgment in evaluating an executive’s performance and that the total compensation program for executives should be managed and administered in accordance with Dana’s objectives and in the overall best interests of Dana’s shareholders. Should the requirements for deductibility under Section 162(m) conflict with our executive compensation philosophy and objectives or with the best interests of shareholders, as determined by our Compensation Committee, compensation in excess of the Section 162(m) limitations may be authorized in a particular year. For 2012, a portion of the compensation shown in the Summary Compensation Table for Mr. Aghili in excess of $1,000,000 was not deductible for federal income tax purposes related to his international assignment.

Accounting for Stock-Based Compensation

We account for stock-based payments under our equity-based plans in accordance with the requirements of FASB ASC Topic 718 (formerly SFAS No. 123(R)).718. Further information about this accounting treatment can be found in Note 109 to the Consolidated Financial Statements in Dana’s Annual Report on Form 10-K for the year ended December 31, 2012.2015 which accompanies this Proxy Statement.

COMPENSATION COMMITTEE REPORTCompensation Committee Report

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis (CD&A) with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in this Proxy Statement and incorporated by reference into our Annual Report on Form 10-K.

Compensation Committee

Keith E. Wandell, Chairman

Joseph C. Muscari

Steven B. SchwarzwaelderR. Bruce McDonald

February 26, 201324, 2016

EXECUTIVE COMPENSATION

The following table summarizes the compensation of our President and CEO, Executive Vice President and CFO, and our three other most highly compensated executive officers serving at the end of the fiscal year ended December 31, 2012 as well as our former Executive Vice President and CFO, who served as CFO for a portion of 2012 for which disclosure is required for the 2012 fiscal year2015 (collectively, the named executive officers) for services rendered during the years stated in all capacities to Dana and our subsidiaries.

SUMMARY COMPENSATION TABLE

SUMMARY COMPENSATION TABLE FOR FORMER EXECUTIVE OFFICER

Footnotes:

(5)

This column shows performance-based compensation for purposes of Section 162(m) of the Internal Revenue CodeMr. Filcek’s 2015 grant included performance cash and reflects the full grant date fair values in accordance with FASB ASC Topic 718. For additional information on the assumptions used in determining the value for share-based compensation, refer to notes 1 and 10 of the Notes to the Consolidated Financial Statements in Dana’s Annual Report on Form 10-K for the year ended December 31, 2012. See the “Grants of Plan-Based Awards” table below for information on awards made in 2012. See the “Outstanding Equity Awards at Fiscal Year-End” table for information on the number of exercisable and unexercisable options held, option exercise price, and option expiration dates as of December 31, 2012.not performance shares.

The following table contains information on grants of awards to named executive officers in the fiscal year ended December 31, 20122015 under Dana’s Plan.

Grants of Plan-Based Awards at Fiscal Year-End