Dana Incorporated

Important Notice Regarding the Availability of Proxy

Materials for the Annual Meeting of

Shareholders to be Held on April 27, 2017

Proxy Statement and Notice of

20172019 Annual Meeting of Shareholders

Our Proxy Statement and Annual Report

are Available at www.dana.com/proxy

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

March 16, 201714, 2019

Dear Fellow Shareholder:

It is our pleasure to invite you to attend the 20172019 Annual Meeting of Shareholders of Dana Incorporated at 8:30 a.m., Eastern Time, on Thursday, April 27, 2017Wednesday, May 1, 2019 at The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Romulus, Michigan 48242.our World Headquarters located at 3939 Technology Drive, Maumee, Ohio 43537. 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 20172019 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,

Keith E. Wandell

Chairman of the Board of Directors

PROXY STATEMENT

Table of Contents

Dana Incorporated

Notice of Annual Meeting of Shareholders

March 16, 201714, 2019

We invite you to attend the Dana Incorporated 20172019 Annual Meeting of Shareholders to:

1. Elect eight Directors for aone-year term expiring in 20182020 or upon the election and qualification of their successors;

2. Act on an advisory vote to approve executive compensation;

3. Act on an advisory vote on the frequency of the advisory vote on executive compensation;

4. Approve the Dana Incorporated 2017 Omnibus Incentive Plan;

5. Ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2017;2019;

6.4. Consider a shareholder proposal regarding simple majority voting,special shareholder meetings, if properly presented at the Annual Meeting; and

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

The record date for the Annual Meeting is February 27, 2017March 4, 2019 (the Record Date). Only shareholders of record at the close of business on the Record Date can vote at the Annual Meeting. Dana mailed this Notice of Annual Meeting or a Notice of Availability of Proxy Materials to those shareholders. Action may be taken at the Annual Meeting on any of the foregoing proposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed.

Dana will have a list of shareholders who can vote available for inspection by shareholders 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. If you wish to attend the Annual Meeting in person, you must register in advance. Please vote your proxy, then follow the instructions in the “Questions and Answers” section below.

By Order of the Board of Directors,

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

20172019 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 Thursday, April 27, 2017,Wednesday, May 1, 2019, beginning at 8:30 a.m., Eastern Time, at The Westin Detroit Metropolitan Airport, 2501 Worldgateway Place, Romulus, Michigan 48242.our World Headquarters located at 3939 Technology Drive, Maumee, Ohio 43537. This proxy statement and the enclosed form of proxy are being made available to shareholders beginning March 16, 2017.14, 2019.

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 16, 2017.14, 2019.

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) an advisory vote on the frequency of the advisory vote on executive compensation; iv) the Dana Incorporated 2017 Omnibus Incentive Plan; v) ratification of the selectionappointment of Dana’s independent registered public accounting firm; and vi)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 February 27, 2017March 4, 2019 (the Record Date). The Record Date was established by the Board of Directors as required by Delaware law. Holders of our common 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 at the close of business on the Record Date may vote at the meeting. On February 27, 2017, 144,097,418March 4, 2019, 143,461,011 shares of our common stock were outstanding, and accordingly, are eligible to be voted.

What are the voting rights of the holders of common stock?

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

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 February 27, 2017,March 4, 2019, 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:866-883-3382

(OR)

TO VOTE BY THE INTERNET: www.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” approval of an annual advisory vote on executive compensation; iv) “FOR” approval of the Dana Incorporated 2017 Omnibus Incentive Plan; v) “FOR” ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm; and vi)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 144,097,418143,461,011 shares of Dana’s common stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares or 72,048,71071,730,506 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)(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, the advisory vote on executive compensation, the advisory vote on the frequency of the advisory vote on executive compensation, the approval of the Dana Incorporated 2017 Omnibus Incentive Plan and the shareholder proposal, 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 thesenon-routine matters are called “brokernon-votes.” Brokernon-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. Brokernon-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. Brokernon-votes will not be counted as eligible to vote on the proposal and, therefore, will have no effect on the outcome of the voting on the

proposal. The Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Proposal III—Advisory Vote on the FrequencyRatification of the Advisory Vote on Executive Compensation: If a quorum exists, the proposal represents an advisory vote and the results will not be binding on the Board or Dana. While the proposal requires the affirmative vote of the majority of the shares present in person or represented by proxy at the Annual Meeting for approval, the affirmative vote of a plurality of the shares present or represented at the Annual Meeting and entitled to vote on the matter will be considered the shareholders’non-binding approval as to the frequency of submission to shareholders of executive compensation proposals. Shareholders will be deemed to have approved the alternative (either one, two or three years) that receives the most votes, even if that alternative receives less than a majority of the votes cast. The Board will review the voting results and take them into consideration when making future decisions regarding the frequency of the advisory vote on executive compensation. Brokernon-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.

Proposal IV—Approval of the 2017 Dana Incorporated Omnibus Incentive Plan: If a quorum exists, the 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 in question. Therefore, abstentions will have the same effect as voting against the proposal. Brokernon-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.

Proposal V—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 brokernon-votes (described above).

Proposal VIIV—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. Brokernon-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.

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 the 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, Equiniti Trust Company (formerly Wells Fargo Bank, N.A.), will act as the inspector of the Annual Meeting and the tabulator of votes.

How do I attend the annual meeting?

All shareholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. You mustpre-register to attend. Please contact Dana Shareholder Services by email at InvestorRelations@dana.com or by telephone at1-800-537-8823 providing your name, address, telephone number with area code, and note that you plan to attend the annual meeting. Dana will independently verify the status of shareholders of record as of the Record Date. Beneficial Shareholders must provide evidence of share ownership to Dana Shareholder Services.

Beneficial Shareholders—Those shareholders that hold their shares in “street name” must contact their brokerage firm, bank or other nominee and obtain a legal proxy in order to attend the meeting and vote their shares in person. Generally, there will be a box that you can check on the voting instruction card or website to indicate that you wish to attend and vote your shares at the annual meeting. You must provide a copy of the legal proxy to Dana Shareholder Services as definitive proof of ownership as of the Record Date in order to attend the meeting and to vote your shares in person.

If a beneficial shareholder does not obtain a legal proxy, but still wants to attend the annual meeting (and not vote their shares in person), you may provide other evidentiary material, such as broker statements, trade advices or a letter from your broker proving ownership as of the Record Date. Dana reserves the right to restrict admission if evidentiary material is not definitive proof of proper and timely ownership.

Dana will maintain a list of verified shareholders at the Annual Meeting of Shareholders. To gain admission at the meeting, you must present government-issued photo identification that matches the name on thepre-registration list.

Annual meetingpre-registration requests must be received by the end of business on Tuesday, April 30, 2019.

Seating is limited and admission is on a first-come basis.

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 approximately $12,500 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 theirout-of-pocket expenses for forwarding solicitation materials to beneficial owners of Dana’s common stock.

How can shareholders propose business (other than nominations) for consideration by shareholders at the 20182020 Annual Meeting of Shareholders?

Proposals to be Considered for Inclusion in Dana’s Proxy Materials—Pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)Exchange Act), we must receive shareholder proposals by November 16, 201714, 2019 to consider them for inclusion in our proxy materials for the 20182020 Annual Meeting of Shareholders. A shareholder submitting a proposal for inclusion in our proxy materials must comply withRule14a-8.

Other Proposals for Consideration at the 20182020 Annual Meeting—A shareholder who intends to propose an item of business at the 20182020 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 20182020 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on January 27, 2018February 1, 2020 and no earlier than the open of business on December 28, 2017.January 2, 2020.

If Dana moves the 20182020 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is theone-year anniversary of this year’s Annual Meeting date (i.e.,April 27, 2017)May 1, 2020), 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 for consideration by shareholders at the 20182020 Annual Meeting of Shareholders?

Director Nominations for Inclusion in Dana’sDana’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 20182020 Annual Meeting must be received no later than the close of business on November 16, 201714, 2019 and no earlier than the open of business on October 17, 2017.15, 2019.

Other Nominations for Consideration at the 20182020 Annual Meeting—A shareholder who intends to nominate a person for election as a director at the 20182020 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 20182020 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on January 27, 2018February 1, 2020 and no earlier than the open of business on December 28, 2017.January 2, 2020.

If Dana moves the 20182020 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is theone-year anniversary of this year’s Annual Meeting date (i.e.,April 27, 2017)May 1, 2020), 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 20182020 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 20182020 Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

How many of Dana’s directors are independent?

Dana’s Board of Directors has determined that seven of Dana’s eight current directors or 87.5%, 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 20162018 Annual report,Report, electronically by going to our website at www.dana.com/proxy 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 Form8-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 Form8-K and will provide the final results in an amendment to the Form8-K as soon as they become available.

A copy of Dana’s Annual Report onForm 10-K for the fiscal year ended December 31, 2016,2018, as filed with the Securities and Exchange Commission,SEC, may be obtained without charge upon written request to the Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

Important Notice Regarding the Availability of Proxy Materials for the Shareholder Meeting to Be Held on April 27, 2017.

The proxy statement and Dana’s annual report to shareholders are available on our website at www.dana.com/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 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 February 27, 2017

Principal Occupation and Business Experience During Past 5 Years

Executive Officer

Mark E. Wallace

5052

Executive Vice President, President of Dana Commercial Vehicle Driveline Technologies, Aftermarket & Operational Excellence (since August 2016), Executive Vice President, DanaOn-Highway Driveline Technologies (January 2014 to August 2016), Executive Vice President (June 2011 to January 2014), President of Light Vehicle Driveline Technologies (September 2012 to January 2014), President ofOn-Highway Technologies (June 2011 to September 2012), President—Heavy Vehicle Group (August 2009 to June 2011), Dana Incorporated.

2008 – Present

Introductory Letter from the Board of DirectorsIntroduction

Dear Fellow Shareholders:

This letter is written on behalfOur Compensation Discussion and Analysis (CD&A) describes the key principles and approaches used to determine the elements of the Board of Directors. As members of the Board of Danacompensation awarded to, earned by, and shareholders, we take seriously our dutypaid to represent your interests in Dana. We hold ourselves accountable for Dana’s success and believe that good governance and best pay practices are important to enhancing shareholder value. We are reaching out to you to provide greater transparency into our executive pay program and to explain how it reflects and aligns with Dana’s performance.

Say on Pay

Last year’s advisory vote on executive compensation (Say on Pay) was supported by our shareholders with 78% of the votes cast in favoreach of our pay practices. We appreciatednamed executive officers (NEOs) during 2018. This discussion provides information and context to the support of most ofcompensation disclosures included in the accompanying compensation tables and corresponding narrative discussion and footnotes below, and it should be read in conjunction with those disclosures.

The following Dana executives are our shareholders, but recognize that the level of support was lower than what we traditionally receive. As a result, we felt it necessary this year to provide you greater insight into our executive pay program which we believe demonstrates we are committed to taking your input seriously and hope that with a clear understanding of how our pay program is linked to Dana’s performance, you will support oursay-on-pay proposal this year.

In particular, we want to highlight the following which demonstrates the alignment of our payNEOs for performance program with value creation:2018:

In addition, the following charts show how “realizable” pay has aligned with company performance over the past three years. The improvement shown in 2016 reflects our improved performance and appreciation of the stock price (a 42% improvement in share price from the date of the RSU grant).

topics:

Shifting into OverdriveExecutive Overview

The last two years have been a timeFinancial Performance

Dana’s 2018 financial performance reflected the continuation of transition with new CEO/CFO executive management joining Danaprofitable growth and the launching of our enterprise strategy “Shifting into Overdrive”. With Mr. Kamsickas as CEO, we had many achievements despite foreign currency fluctuations and lower demand in certainend-markets we serve. Managing our business, despite these challenges, resulted in double-digit margins with adjusted EBITDA* for 2016 of $660 million, or 11.3%, on $5.8 billion in revenue.

Our new “Shifting into Overdrive” enterprise strategy aims to:enhanced cash flows:

Dana’s Compensation Philosophy

Our compensation program is designed to balance short-term performance with long-term growth. Our compensation and benefits must be competitive with executive compensation arrangements provided to executive officers at similar levels atcomparably-sized companies with whom we compete for talent. Dana’s executive compensation philosophy is reviewed annually by the core ofCompensation Committee, and has the businessfollowing key objectives:

Compensation Alignment with Business Strategy

Our long-range enterprise strategy builds on our strong technology foundation and leverages our operating model driven by optimizing our cost structure and taking advantagecross functional resource sharing while maintaining a customer centric focus. Our strategy furthers the expansion of our global manufacturing footprint

Dana’s Executive Compensation Practices

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

		*What We Do....				Reference is madeWhat We Don’t Do....
		Base half of our long-term compensation on the achievement of objective,pre-established goals tied to thefinancial, operational, and strategic measures.				No excise tax gross ups.
		Award incentive compensation based on objective measures.				No excessive perquisites.
		Apply an accelerated schedule to meet minimum stock ownership guidelines.				No hedging or pledging of Dana stock.
		Maintain a clawback policy to recapture unearned incentive payments.				Non-GAAPNo excessivechange-in-control Financial Measures sectionor executive severance provisions.
		Retain an independent compensation consultant.
	��	Include double trigger vesting of Item 7 of Part IIequity awards and severance payments upon a change in our Annual Report on Form10-K for a reconciliation of adjusted EBITDA to net income.control.

Say on Pay for performance

We believe our executives’ compensation for 2016 was well-aligned with Dana’s performance based on several financial metrics. For purposes of our pay for performance analysis below, we considered the following financial metrics—cash flow, earnings before interest and taxes (EBIT), ROIC, and revenue growth.

Our CEO’sone-year total cash compensation was near the 39th percentile of our Peer Group while performance was nearand general industry market data as provided by the 56th percentileCompensation 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 that are:

The Peer Group is reviewed by theone-year period ending December 31, 2015, as noted Compensation Committee every year and modifications are made to ensure each company in the graphgroup meets the above comparison criteria. The companies shown in the table below (aone-yearpay-for-performance analysiscomprise our Peer Group:

In 2018, the Compensation Committee, after review with its executive compensation consultant, made the following changes to the Peer Group. The Manitowoc Company, Inc. was performed since Mr. Kamsickas has been Presidentremoved as it falls below the ideal revenue range for Peer Group selection. Delphi Technologies PLC, which spun off from Delphi Automotive, was determined to compare better than the residual Aptiv PLC in terms of business profile and CEO since August 11, 2015).was added in place of Delphi Automotive. Despite its acquisition of Federal-Mogul and planned separation into two independent companies, Tenneco Inc. remains a viable peer due to the availability of relevant benchmark data and was retained.

Alignment of Cash Compensation withPay for Performance

Chief Executive OfficerWe believe it is important to look at how NEO realizable pay compares to Dana’s performance as the pay that NEOs actually or could potentially receive is designed to link to such performance. The Compensation Committee and management analyzed the alignment between the pay of our NEOs and Dana’s three-year (2015-2017) performance relative to the Peer Group. The table below shows the characteristics that were used for the study:

Realizable Pay		&		Performance Measurement
Realizable Pay includes base salary, actual bonus payouts and theoretical gains of long-term incentive grants from 2015 through 2017(“in-the-money” portion of options, all restricted stock awards/units granted and performance share/cash payouts). Long-term incentives include the value at the end of the period of the awards granted, which is not necessarily the value at vesting or exercise. Note that this differs from the summary compensation table pay, which represents the grant-date fair value of the awards.				For purposes of this analysis, the following financial metrics were used — cash flow growth, EBITDA growth, ROIC and revenue growth.

Similarly,The following graphs show the correlation between realizable compensation of ourpay and the financial performance measures indicated above over a three-year period for Dana’s CEO and other NEOs, was aligned with Dana’s three-year composite performance with both nearand the 56th percentile ofCEOs and other NEOs in our Peer Group. Fortive and Delphi Technologies have been excluded due to the lack of three years of data.

Dana Incorporated

World Headquarters

3939 Technology Drive

Maumee, Ohio 43537

We invite you to attend the Dana Incorporated 2019 Annual Meeting of Shareholders to:

1. Elect eight Directors for aone-year term expiring in 2020 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, 2019;

4. Consider a shareholder proposal regarding special shareholder meetings, if properly presented at the Annual Meeting; and

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

The record date for the Annual Meeting is March 4, 2019 (the Record Date). Only shareholders of record at the close of business on the Record Date can vote at the Annual Meeting. Dana mailed this Notice of Annual Meeting or a Notice of Availability of Proxy Materials to those shareholders. Action may be taken at the Annual Meeting on any of the foregoing proposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed.

Dana will have a list of shareholders who can vote available for inspection by shareholders 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.

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, by the Internet on the proxy card, and in the “Questions and Answers” section of the proxy statement. If you wish to attend the Annual Meeting in person, you must register in advance. Please vote your proxy, then follow the instructions in the “Questions and Answers” section below.

By Order of the Board of Directors,

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

2019 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 Wednesday, May 1, 2019, beginning at 8:30 a.m., Eastern Time, at our World Headquarters located at 3939 Technology Drive, Maumee, Ohio 43537. This proxy statement and the enclosed form of proxy are being made available to shareholders beginning March 14, 2019.

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, 2019.

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 appointment 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 4, 2019 (the Record Date). The Record Date was established by the Board of Directors as required by Delaware law. Holders of our common 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 at the close of business on the Record Date may vote at the meeting. On March 4, 2019, 143,461,011 shares of our common stock were outstanding, and accordingly, are eligible to be voted.

What are the voting rights of the holders of common stock?

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

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 4, 2019, 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:866-883-3382

(OR)

TO VOTE BY THE INTERNET: www.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 143,461,011 shares of Dana’s common stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares or 71,730,506 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 (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, the advisory vote on executive compensation, and the shareholder proposal, 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 thesenon-routine matters are called “brokernon-votes.” Brokernon-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. Brokernon-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. Brokernon-votes will not be counted as eligible to vote on the proposal and, therefore, will have no effect on the outcome of the voting on the

proposal. The Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Proposal III—Ratification of 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 brokernon-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. Brokernon-votes will not be counted as eligible to vote on the proposal and, therefore, will have no effect on the outcome of the voting on the 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 the 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, Equiniti Trust Company (formerly Wells Fargo Bank, N.A.), will act as the inspector of the Annual Meeting and the tabulator of votes.

How do I attend the annual meeting?

All shareholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. You mustpre-register to attend. Please contact Dana Shareholder Services by email at InvestorRelations@dana.com or by telephone at1-800-537-8823 providing your name, address, telephone number with area code, and note that you plan to attend the annual meeting. Dana will independently verify the status of shareholders of record as of the Record Date. Beneficial Shareholders must provide evidence of share ownership to Dana Shareholder Services.

Beneficial Shareholders—Those shareholders that hold their shares in “street name” must contact their brokerage firm, bank or other nominee and obtain a legal proxy in order to attend the meeting and vote their shares in person. Generally, there will be a box that you can check on the voting instruction card or website to indicate that you wish to attend and vote your shares at the annual meeting. You must provide a copy of the legal proxy to Dana Shareholder Services as definitive proof of ownership as of the Record Date in order to attend the meeting and to vote your shares in person.

If a beneficial shareholder does not obtain a legal proxy, but still wants to attend the annual meeting (and not vote their shares in person), you may provide other evidentiary material, such as broker statements, trade advices or a letter from your broker proving ownership as of the Record Date. Dana reserves the right to restrict admission if evidentiary material is not definitive proof of proper and timely ownership.

Dana will maintain a list of verified shareholders at the Annual Meeting of Shareholders. To gain admission at the meeting, you must present government-issued photo identification that matches the name on thepre-registration list.

Annual meetingpre-registration requests must be received by the end of business on Tuesday, April 30, 2019.

Seating is limited and admission is on a first-come basis.

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 approximately $12,500 plusout-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 theirout-of-pocket expenses for forwarding solicitation materials to beneficial owners of Dana’s common stock.

How can shareholders propose business (other than nominations) for consideration by shareholders at the 2020 Annual Meeting of Shareholders?

Proposals to be Considered for Inclusion in Dana’s Proxy Materials—Pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act), we must receive shareholder proposals by November 14, 2019 to consider them for inclusion in our proxy materials for the 2020 Annual Meeting of Shareholders. A shareholder submitting a proposal for inclusion in our proxy materials must comply withRule 14a-8.

Other Proposals for Consideration at the 2020 Annual Meeting—A shareholder who intends to propose an item of business at the 2020 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 2020 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on February 1, 2020 and no earlier than the open of business on January 2, 2020.

If Dana moves the 2020 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is theone-year anniversary of this year’s Annual Meeting date (i.e.,May 1, 2020), 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 for consideration by shareholders at the 2020 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 2020 Annual Meeting must be received no later than the close of business on November 14, 2019 and no earlier than the open of business on October 15, 2019.

Other Nominations for Consideration at the 2020 Annual Meeting—A shareholder who intends to nominate a person for election as a director at the 2020 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 2020 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on February 1, 2020 and no earlier than the open of business on January 2, 2020.

If Dana moves the 2020 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is theone-year anniversary of this year’s Annual Meeting date (i.e.,May 1, 2020), 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 2020 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 2020 Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

How many of Dana’s directors are independent?

Dana’s Board of Directors has determined that seven of Dana’s eight directors 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 2018 Annual Report, electronically by going to our website at www.dana.com/proxy 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 Form8-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 Form8-K and will provide the final results in an amendment to the Form8-K as soon as they become available.

A copy of Dana’s Annual Report onForm 10-K for the fiscal year ended December 31, 2018, as filed with the SEC, may be obtained without charge upon written request to the Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

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

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 2018. This discussion provides information and context to the compensation disclosures included in the accompanying compensation tables and corresponding narrative discussion and footnotes below, and it should be read in conjunction with those disclosures.

The following Dana executives are our NEOs for 2018:

We begin by providing an executive overview of our compensation program followed by anin-depth discussion and analysis of the following topics:

Executive Overview

Financial Performance

Dana’s 2018 financial performance reflected the continuation of profitable growth and enhanced cash flows:

Dana’s Compensation Philosophy

Our compensation program is designed to balance short-term performance with long-term growth. Our compensation and benefits must be competitive with executive compensation arrangements provided to executive officers at similar levels atcomparably-sized companies with whom we compete for talent. Dana’s executive compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives:

Compensation Alignment with Business Strategy

Our long-range enterprise strategy builds on our strong technology foundation and leverages our operating model driven by cross functional resource sharing while maintaining a customer centric focus. Our strategy furthers the expansion of our global markets while accelerating the commercialization of new technology as we continue our evolution into the era of vehicle electrification and a broader definition of mobility.

Our executive pay program reflects our enterprise strategy in its design and with the metrics used to evaluate performance in our incentive plans. These metrics are important financial measures that provide focus on critical results in running our business effectively and efficiently.

Enterprise Strategy

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 three key financial performance metrics and designed to reward the achievement of performanceobjective,pre-established goals at both the consolidated and business unit levels: EBIT as adjusted for certain nonrecurring transactions, EBIT Margin, and Working Capital Efficiency. EBIT and EBIT Margin are measures of our underlying earnings and a good indication of our overall financial performance. Working Capital Efficiency is a key measure of operating efficiency. The weighting, threshold, target, and maximum performance, and actual performance of the 2016 AIP metrics at the consolidated level are as follows: 2016 Annual Incentive Award Metrics               AIP Performance Metrics   Weight   Threshold   Target   Maximum   Actual   Payout (as a % of Target) EBIT   60%   $366.0M   $457.5M   $526.1M   $452.7M   96% EBIT Margin   20%   5.94%   7.42%   8.53%   7.76%   130% Working Capital Efficiency   20%   32.9 days   29.6 days   25.8 days   31.7 days   46% Weighted Payout for Consolidated Metrics:   93% For 2016, payout for consolidated company performance was 93% of target. Although our revenue was down approximately 3.9% from 2015, primarily driven by the strengthening U.S. dollar, our adjusted EBITDA and margins improved overall. Long-term Incentive Plan (LTIP) The LTIP is weighted 50% Performance Shares and 50% RSUs, both of which cliff vest after three years. 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 stock price performance. Performance Shares are tied to two equally-weighted performance measures: TSR relative to the Dow Jones US Industrial Indexfinancial, operational, and absolutepre-taxstrategic measures. ROIC. 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 to drive shareholder returns and is well aligned with, and different from, the performance measures used in the AIP. The weighting, threshold, target, and maximum performance, and actual performance of the 2016 LTIP metrics are as follows: Performance Measures (and weighting) for LTI Performance Shares   2014-2016 Goals   2014-2016 Performance   2016 Actual Award   Threshold   Target   Maximum   Actual   Total Shareholder Return (50%)   25th Percentile   50th Percentile   80th Percentile   19th Percentile   0% Pre-Tax ROIC (50%)   18.3%   20.1%   21.1%   15.9%   0% Weighted Payout:   0% For the 2014-2016 performance period, our share price underperformed relative to our TSR index (Dow Jones U.S. Industrial Index), and given challenging economic conditions in certain areas outside the U.S. and currency fluctuations, our ROIC fell below the threshold limit set in 2014. Best pay and governance practices Dana’s executive				No excise tax gross ups.
		Award incentive compensation program features many best practices that serve shareholder interests, including performance-based pay based on objective measures,measures.				No excessive perquisites.
		Apply an accelerated schedule to meet minimum stock ownership guidelines (5x base salary for our CEO and 3x base salary for our other executives),guidelines.				No hedging or pledging of Dana stock.
		Maintain a clawback and anti-hedging/pledging policies, use ofpolicy to recapture unearned incentive payments.				No excessivechange-in-control or executive severance provisions.
		Retain an independent compensation consultant, andconsultant.
	��	Include double trigger vesting of both equity vestingawards and severance payments upon a change in control. We believe these governance best practices enhance alignment

Say on Pay

Last year’s advisory vote on executive compensation (Say on Pay) was strongly supported by our shareholders with 93% of votes cast in favor of our pay practices. After review of the effectiveness of the executive compensation program, its linkage to Dana’s Enterprise Strategy, and given the level of shareholder support through the Say on Pay vote, the Compensation Committee elected not to make modifications to the program and to continue its practice of aligning compensation with Dana’s business goals and objectives and shareholder interests.

Relationship Between Dana’s 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 that are:

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. The companies shown in the table below comprise our Peer Group:

In 2018, the Compensation Committee, after review with its executive compensation consultant, made the following changes to the Peer Group. The Manitowoc Company, Inc. was removed as it falls below the ideal revenue range for Peer Group selection. Delphi Technologies PLC, which spun off from Delphi Automotive, was determined to compare better than the residual Aptiv PLC in terms of business profile and was added in place of Delphi Automotive. Despite its acquisition of Federal-Mogul and planned separation into two independent companies, Tenneco Inc. remains a viable peer due to the availability of relevant benchmark data and was retained.

Pay for Performance

We believe it is important to look at how NEO realizable pay compares to Dana’s performance as the pay that NEOs actually or could potentially receive is designed to link to such performance. The Compensation Committee and management analyzed the alignment between the pay of our NEOs and Dana’s three-year (2015-2017) 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 the financial performance measures indicated above over a three-year period for Dana’s CEO and other NEOs, and the CEOs and other NEOs in our Peer Group. Fortive and Delphi Technologies have been excluded due to the lack of three years of data.

We value the support and input of our shareholders, and we look forward to the opportunity to work with our executive management team to continue to build shareholder value for years to come. If you have any questions for our management team about compensation or other matters, please contact Investor Relations at (800)537-8823.

Sincerely,

Board of Directors

Dana Incorporated

World Headquarters

EXECUTIVE COMPENSATION3939 Technology Drive

Compensation Discussion and AnalysisMaumee, Ohio 43537

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 2016. This discussion provides information and context to the compensation disclosures included in the accompanying compensation tables and corresponding narrative discussion and footnotes below, and it should be read in conjunction with those disclosures.

The following Dana executives are our NEOs for 2016:

We invite you to attend the Dana Incorporated 2019 Annual Meeting of Shareholders to:

1. Elect eight Directors for aone-year term expiring in 2020 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, 2019;

4. Consider a shareholder proposal regarding special shareholder meetings, if properly presented at the Annual Meeting; and

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

The record date for the Annual Meeting is March 4, 2019 (the Record Date). Only shareholders of record at the close of business on the Record Date can vote at the Annual Meeting. Dana mailed this Notice of Annual Meeting or a Notice of Availability of Proxy Materials to those shareholders. Action may be taken at the Annual Meeting on any of the foregoing proposals on the date specified above or any date or dates to which the Annual Meeting may be adjourned or postponed.

Dana will have a list of shareholders who can vote available for inspection by shareholders 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.

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, by the Internet on the proxy card, and in the “Questions and Answers” section of the proxy statement. If you wish to attend the Annual Meeting in person, you must register in advance. Please vote your proxy, then follow the instructions in the “Questions and Answers” section below.

By Order of the Board of Directors,

Dana Incorporated

3939 Technology Drive

Maumee, Ohio 43537

2019 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 Wednesday, May 1, 2019, beginning at 8:30 a.m., Eastern Time, at our World Headquarters located at 3939 Technology Drive, Maumee, Ohio 43537. This proxy statement and the enclosed form of proxy are being made available to shareholders beginning March 14, 2019.

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, 2019.

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 appointment 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 4, 2019 (the Record Date). The Record Date was established by the Board of Directors as required by Delaware law. Holders of our common 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 at the close of business on the Record Date may vote at the meeting. On March 4, 2019, 143,461,011 shares of our common stock were outstanding, and accordingly, are eligible to be voted.

What are the voting rights of the holders of common stock?

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

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 4, 2019, 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:866-883-3382

(OR)

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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 143,461,011 shares of Dana’s common stock issued and outstanding on the Record Date. A majority of the issued and outstanding shares or 71,730,506 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 (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, the advisory vote on executive compensation, and the shareholder proposal, 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 thesenon-routine matters are called “brokernon-votes.” Brokernon-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. Brokernon-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. Brokernon-votes will not be counted as eligible to vote on the proposal and, therefore, will have no effect on the outcome of the voting on the

proposal. The Board will review the voting results and take them into consideration when making future decisions regarding executive compensation.

Proposal III—Ratification of 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 brokernon-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. Brokernon-votes will not be counted as eligible to vote on the proposal and, therefore, will have no effect on the outcome of the voting on the 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 the 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, Equiniti Trust Company (formerly Wells Fargo Bank, N.A.), will act as the inspector of the Annual Meeting and the tabulator of votes.

How do I attend the annual meeting?

All shareholders as of the Record Date, or their duly appointed proxies, may attend the Annual Meeting. You mustpre-register to attend. Please contact Dana Shareholder Services by email at InvestorRelations@dana.com or by telephone at1-800-537-8823 providing your name, address, telephone number with area code, and note that you plan to attend the annual meeting. Dana will independently verify the status of shareholders of record as of the Record Date. Beneficial Shareholders must provide evidence of share ownership to Dana Shareholder Services.

Beneficial Shareholders—Those shareholders that hold their shares in “street name” must contact their brokerage firm, bank or other nominee and obtain a legal proxy in order to attend the meeting and vote their shares in person. Generally, there will be a box that you can check on the voting instruction card or website to indicate that you wish to attend and vote your shares at the annual meeting. You must provide a copy of the legal proxy to Dana Shareholder Services as definitive proof of ownership as of the Record Date in order to attend the meeting and to vote your shares in person.

If a beneficial shareholder does not obtain a legal proxy, but still wants to attend the annual meeting (and not vote their shares in person), you may provide other evidentiary material, such as broker statements, trade advices or a letter from your broker proving ownership as of the Record Date. Dana reserves the right to restrict admission if evidentiary material is not definitive proof of proper and timely ownership.

Dana will maintain a list of verified shareholders at the Annual Meeting of Shareholders. To gain admission at the meeting, you must present government-issued photo identification that matches the name on thepre-registration list.

Annual meetingpre-registration requests must be received by the end of business on Tuesday, April 30, 2019.

Seating is limited and admission is on a first-come basis.

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 approximately $12,500 plusout-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 theirout-of-pocket expenses for forwarding solicitation materials to beneficial owners of Dana’s common stock.

How can shareholders propose business (other than nominations) for consideration by shareholders at the 2020 Annual Meeting of Shareholders?

Proposals to be Considered for Inclusion in Dana’s Proxy Materials—Pursuant to Rule14a-8 under the Securities Exchange Act of 1934, as amended (the Exchange Act), we must receive shareholder proposals by November 14, 2019 to consider them for inclusion in our proxy materials for the 2020 Annual Meeting of Shareholders. A shareholder submitting a proposal for inclusion in our proxy materials must comply withRule 14a-8.

Other Proposals for Consideration at the 2020 Annual Meeting—A shareholder who intends to propose an item of business at the 2020 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 2020 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on February 1, 2020 and no earlier than the open of business on January 2, 2020.

If Dana moves the 2020 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is theone-year anniversary of this year’s Annual Meeting date (i.e.,May 1, 2020), 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 for consideration by shareholders at the 2020 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 2020 Annual Meeting must be received no later than the close of business on November 14, 2019 and no earlier than the open of business on October 15, 2019.

Other Nominations for Consideration at the 2020 Annual Meeting—A shareholder who intends to nominate a person for election as a director at the 2020 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 2020 Annual Meeting of Shareholders, notice must be received by Dana’s Corporate Secretary no later than the close of business on February 1, 2020 and no earlier than the open of business on January 2, 2020.

If Dana moves the 2020 Annual Meeting of Shareholders to a date that is more than 25 days before or after the date which is theone-year anniversary of this year’s Annual Meeting date (i.e.,May 1, 2020), 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 2020 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 2020 Annual Meeting of Shareholders must be submitted in writing to our Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

How many of Dana’s directors are independent?

Dana’s Board of Directors has determined that seven of Dana’s eight directors 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 2018 Annual Report, electronically by going to our website at www.dana.com/proxy 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 Form8-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 Form8-K and will provide the final results in an amendment to the Form8-K as soon as they become available.

A copy of Dana’s Annual Report onForm 10-K for the fiscal year ended December 31, 2018, as filed with the SEC, may be obtained without charge upon written request to the Corporate Secretary, Dana Incorporated, 3939 Technology Drive, Maumee, Ohio 43537.

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

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 2018. This discussion provides information and context to the compensation disclosures included in the accompanying compensation tables and corresponding narrative discussion and footnotes below, and it should be read in conjunction with those disclosures.

The following Dana executives are our NEOs for 2018:

Mr. Collins was appointed Chief Financial Officer effective March 28, 2016. Mr. Filcek served as Interim Chief Financial Officer from December 1, 2015 to March 28, 2016.

We will first provide a brief

We begin by providing an executive overview of our compensation program followed by anin-depth discussion and analysis of the following topics:

Executive Overview

Financial Performance

Dana’s 2018 financial performance reflected the continuation of profitable growth and enhanced cash flows:

Dana’s Compensation Philosophy

Our compensation program is designed to balance short-term performance with long-term growth. Our compensation and benefits must be competitive with executive compensation arrangements provided to executive officers at similar levels atcomparably-sized companies with whom we compete for talent. Dana’s executive compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives:

Compensation Alignment with Business Strategy

Dana Performance

Summarized below are key highlights of our financial performance for 2016:

Below are some key points highlighting the alignment of ourpay-for-performance program with value creation:

Dana’s Compensation Philosophy

Our compensation program is designed to balance short-term performance with long-term growth. Our compensation and benefits must be competitive with executive compensation arrangements provided to executive officers at similar levels atcomparably-sized companies with whom we compete for talent. Dana’s executive compensation philosophy is reviewed annually by the Compensation Committee, and has the following key objectives:

Our long-range enterprise strategy builds on our strong technology foundation and leverages our operating model driven by cross functional resource sharing while maintaining a customer centric focus. Our strategy furthers the expansion of our global markets while accelerating the commercialization of new technology as we continue our evolution into the era of vehicle electrification and a broader definition of mobility.

Our executive pay program reflects our enterprise strategy in its design and with the metrics used to evaluate performance in our incentive plans. These metrics are important financial measures that provide focus on critical results in running our business effectively and efficiently.

Enterprise Strategy

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. No hedging or pledging of Dana stock. No excessivechange-in-control or executive severance provisions.
		Award incentive compensation based on objective measures.
		Apply an accelerated schedule to meet minimum stock ownership guidelines.
		Maintain a clawback policy to recapture unearned incentive payments.
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. Award incentive compensation based on objective measures. No excessive perquisites. Apply an accelerated schedule to meet minimum stock ownership guidelines. No hedging or pledging of Dana stock. Maintain a clawback policy to recapture unearned incentive payments. No excessivechange-in-control or executive severance provisions.   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 supported by our shareholders with 78%
	��	Include double trigger vesting of the votes castequity awards and severance payments upon a change in favor of our pay practices. We appreciated the support of most ofcontrol.

Say on Pay

Last year’s advisory vote on executive compensation (Say on Pay) was strongly supported by our shareholders but recognize that the level of support was lower than what we traditionally receive. As a result, the Compensation Committee prepared an introductory letter to this CD&A to provide additional information about our executive pay program and how it aligns with 93% of votes cast in favor of our pay practices. After review of the effectiveness of the executive compensation program, its linkage to Dana’s Enterprise Strategy, and given the level of shareholder support through the Say on Pay vote, the Compensation Committee elected not to make modifications to the program and to continue its practice of aligning compensation with Dana’s business goals and objectives and shareholder interests.

Relationship Between Dana’s performance.

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 benefitbenefits 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 that are:

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. The companies shown in the table below comprise our Peer Group:

In 2016,2018, the Compensation Committee, upon analysis andafter review with its executive compensation consultants,consultant, made the following changes to the Peer Group. Cooper Tire & Rubber Co., Dover Corp, Flowserve Corp.The Manitowoc Company, Inc. was removed as it falls below the ideal revenue range for Peer Group selection. Delphi Technologies PLC, which spun off from Delphi Automotive, was determined to compare better than the residual Aptiv PLC in terms of business profile and Metaldyne Performance Group werewas added to broaden the benchmarkingin place of our compensation programsDelphi Automotive. Despite its acquisition of Federal-Mogul and practices and for purposes of evaluating pay for performance.

The table below shows that Dana’s revenue and market capitalization are closeplanned separation into two independent companies, Tenneco Inc. remains a viable peer due to the medianavailability of the Peer Group:relevant benchmark data and was retained.

The following graphs show the correlation between realizable pay and the financial performance measures indicated above:

Alignment of Cash CompensationRealizable Pay with Performance

Chief Executive Officer

Alignment of Realizable Pay with Performance

Named Executive Officers

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%(86% of our CEO’s target compensation and 73%75% of the average target compensation of our other NEOs) is performance-based.

Elements of 2016the 2018 Executive Compensation Program

Our annual executive compensation program has three primary pay components: Basebase 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 each NEO’s individual performance, the Compensation Committee approved the 20162018 annualized base salary adjustments (effective April 1, 2016)2018) below:

Mr. Filcek’s baseBase salary above reflects payincreases consider performance, market movement and other factors. Higher increases, as Chief Accounting Officer while acting as Interim Chief Financial Officer in early 2016. Compensation for Mr. Filcek was determined by Management during the annual compensation review processa percent of salary, were provided to Messrs. Collins and not by the Compensation Committee. Mr. Pyle’s base salary was adjustedPyle to align with base compensation comparable to similar positions withinof Dana’s peer group.Peer Group.

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 2,5003,200 employees, including our NEOs. At the beginning of each year, the Compensation Committee reviews and approves an annual cash bonus target for each NEO as a percentage of base salary for the upcoming performance-period.performance period. The NEOs may earn from 0% to 200% of their target incentive opportunity. 80% of the incentive opportunity is based on actual consolidated and/or business unit financial performance compared to targets, and 20% is based on importantpersonal performance goals focused on driving strategic, operational and other personal performance goals.priorities of the business. All performance relatedperformance-related goals are approved by the Compensation Committee.

For our NEOs, the 20162018 AIP target payout opportunities and results weightings are shown in the table below:

ThereFollowing the review of compensation paid within our Peer Group, the Compensation Committee determined that for 2018, Mr. Kamsickas’ AIP target opportunity would be increased from 120% of base salary to 125% to better align his AIP award with annual incentive compensation opportunities afforded the chief executive officers of the companies in Dana’s Peer Group. Mr. Aghili’s target opportunity was increased from 70% to 75% as a result of his promotion to Executive Vice President. No other changes were no changesmade to the AIP Target Opportunitytarget opportunities for any of the NEOsother NEO in 2016,2018, as the target opportunity levels arewere within the competitive pay

range for each position. Leveraging the core is foundational to Dana’s Enterprise Strategy in the sharing of capabilities, resources and knowledge across the company. To further emphasize the core, the performance results weightings for Messrs. Wallace, Aghili and Pyle were given equal weighting between the consolidated results and the result of the business units they lead (previously 40% business unit and 60% consolidated for Mr. Wallace to differentiate his global aftermarket responsibilities, and 60% business unit and 40% consolidated for Messrs. Aghili and Pyle).

The 20162018 AIP was based on four key performance metrics and designed to reward the achievement of performance goals at the consolidated, business unit and individual levels. The performance metrics were:

ANNUAL INCENTIVE PLAN METRICS		WEIGHTING
FINANCIAL PERFORMANCE METRICS
ADJUSTED EBIT*			60%				}
ADJUSTED EBIT MARGIN*			20%							80%
WORKING CAPITAL EFFICIENCY			20%
PERSONAL PERFORMANCE METRIC										20%

Annual Incentive Plan Metrics		Weighting
Financial Performance Metrics
Adjusted EBITDA			60%				}
Adjusted EBITDA Margin			20%							80%
Free Cash Flow			20%
Individual Performance Goals										20%

Our incentive plans make certain adjustments to our reported results of operations for purposes of calculating incentive awards. Such adjustments are designed to provide a comparable basis from year to year from which incentive awards are calculated to ensure that participants in the plan are incentivized and rewarded properly.

*	Earnings Before Interest, Taxes or “EBIT” (as adjusted for certainnon-recurring transactions as approved by Compensation Committee).

Adjustments generally include equity grant expense, restructuring expense and other adjustments not related to our core operations (e.g., gains or losses on debt extinguishment, pension settlements, divestitures and impairments). With these adjustments for incentive plan purposes, there is alignment with the Adjusted EBITDA measure used in our publicly reported financial results. An additional adjustment for incentive compensation is made to remove the effects of currency exchange rate fluctuations, which may have a significant impact on our financial results given our international footprint, and which is not within management’s control.

 

Company Financial Metrics and Performance   EBITDana’s financial performance makes up 80% of the overall AIP awards for the NEOs and EBITis measured by three financial metrics: Adjusted EBITDA (weighted 60%), Adjusted EBITDA Margin (weighted 20%) and Free Cash Flow (weighted 20%). These metrics are not only appropriate measures of our underlying earnings, for 2016 and a good indication ofbut also align with our overall business enterprise strategy and our external financial performance. Working Capital Efficiency is a key measure of operating efficiency and is calculated by dividing the net working capital by trade sales. Each quarter is weighted evenly to determine the overall Working Capital Efficiency result for the performance year.reporting commitments.
To determine whether annual incentive awards are paid, performance for the year is measured against specified target levels for each financial and personal performance metric. The target for 100% annual incentive achievement was based on achieving the levels of EBIT, EBIT Margin and Working Capital Efficiencythe three financial metrics from the Company’sDana’s (and Business Unit’s)each business unit’s) annual operating plan reflecting a level of performance, which at the time was anticipated to be challenging but achievable. The threshold level was set to be reflective of performance at which the Compensation Committee believed a portion of the award opportunity should be earned. The maximum level was set well above the target, requiring significant achievements and reflecting performance at which the Compensation Committee believed a 200% target award was warranted.

Consolidated AIP Performance

The weighting, target performance, actual performance and payout of the 20162018 AIP metrics at the consolidated level are as follows:shown in the table below.

AIP Performance Metrics

Weight

Threshold

Target

Maximum

Actual

Payout (% of Target)

EBIT

60%

$366.0M

$457.5M

$526.1M

$452.7M

96%

EBIT Margin

20%

5.94%

7.42%

8.53%

7.76%

130%

Working Capital Efficiency

20%

32.9 days

29.6 days

25.8 days

31.7 days

46%

Weighted Payout for Consolidated Metrics:

93%

AIP Performance Metrics

Weight

Threshold

Target

Maximum

Actual

Payout (% of Target)

Adjusted EBITDA*

60%

$803M

$945M

$1,040M

$942M

98%

Adjusted EBITDA Margin*

20%

10.5%

12.4%

13.6%

11.7%

70%

Free Cash Flow *

20%

$225M

$265M

$305M

$230M

34%

Weighted Payout for Consolidated Metrics:

80%

*	Adjustments include equity grant expense, restructuring expense and other adjustments not related to our core operations (e.g. gain/loss on debt extinguishment, pension settlements, divestitures and impairments) and currency exchange rate fluctuations, as approved by the Compensation Committee.

Business Unit AIP Performance

For Mr. Wallace, 50% of his AIP award is based on the weighted payout of the three performance metrics described above for the Commercial Vehicle Driveline Technologies business unit for which he is responsible. The weighted payout for Adjusted EBITDA, Adjusted EBITDA Margin and Free Cash Flow in the Commercial Vehicle Driveline Technologies business unit was 67% of Target.

For Mr. Aghili, 60%50% of his AIP award is based on the weighted payout of the three performance metrics described above for theOff-Highway Drive and Motion Technologies business unit for which he is responsible. The weighted payout for EBIT, EBITAdjusted EBITDA, Adjusted EBITDA Margin and Working Capital EfficiencyFree Cash Flow in theOff-Highway Drive and Motion Technologies business unit was 43%136% of Target.

For Mr. Pyle, 60%50% of his AIP award is based on the weighted payout of the three performance metrics described above for the Light Vehicle Driveline Technologies business unit for which he is responsible. The weighted payout for EBIT, EBITAdjusted EBITDA, Adjusted EBITDA Margin and Working Capital EfficiencyFree Cash Flow in the Light Vehicle Technologies Driveline business unit was 109%54% of Target.

Personal Performance MetricsFor all individual business units, goals are not disclosed due to competitive harm concerns.

 

Personal Performance Metrics The NEOs’ personal performance makes up 20% of the overall AIP award. For 2018, the NEOs’ personal goals were focused on driving specific priorities such as, but not limited to, safety commitments, sales growth, financial performance, operational efficiencies and execution of our overall strategy. The Compensation Committee reviews the strategic, operational and other personal performance goals for the CEO and other NEOs. The CEO sets forth each of the NEOsNEO’s personal goals (and the weighting of each goal), subject to approval by the Compensation Committee. The Compensation Committee sets the personal goals and weighting for the CEO. In 2016, these goals included improving Dana’s financial performance, sales growth, specific product delivery commitments, operational improvements and efficiencies, successful launches of new programs and due diligence success with acquisitions.
The levels of achievement (0%—200% of targeted goals) for the Personal Performancepersonal performance portion of the 20162018 Annual Incentive award for each of our NEOs werewere: Mr. Kamsickas (130%(145%), Mr. Collins (112%(152%), Mr. Wallace (115%(125%), Mr. Aghili (95%(124%) and Mr. Pyle (128%(67%). Mr. Filcek’s annual incentive award opportunity is based on the AIP financial goals indicated above.

20162018 Annual Incentive Plan Results

The annual incentive payment for 2016,2018, based on the financial and personal performance metrics shown above, for the NEOs are shown in the table below:

The AIP award shown above for Mr. Collins was prorated based on his period of employment in 2016. The performance and payout range (threshold, target and maximum incentive opportunity) of annual cash incentives for reaching 20162018 performance goals under the 20162018 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 CompensationCompensation” column of the Summary“Summary Compensation Table.Table” below.

Long-Term Incentive Program (LTIP)

We provide long-term incentive awards to approximately 150 senior management employees, including our NEOs. We believe that Dana’s long-term performance is driven through an ownership culture that rewards executives for creating and maximizing shareholder value. Our Long-Term Incentive Program (LTIP) provides participants, including our long-termNEOs, with incentive awards that serve an important role by balancing short-term goals with long-term shareholder value creation andwhile 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, theThe 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 (determined prior to the beginning of the performance period) assigned to his or her position based on market comparisons for similar positions, using both peer groupPeer Group and general industry market data. TheFor 2018, following its market data review, the Compensation Committee approved an increase in Mr. Kamsickas’ LTIP target levels foropportunity to better align with long-term compensation opportunities afforded chief executive officers of the NEOs are showncompanies in the table below:

The inclusion of Adjusted EBITDA Margin drives our long-term expansion commitments and emphasizes shareholder return. It also drives profitable sales growth and optimization of our cost structure. ROIC ensures management allocates Dana’s capital in an effective manner that further drives returns for our shareholders.The value of performance shares is also tied to Dana’s stock price performance, which aligns the executives’ interests with those of shareholders. The target opportunities of PSAs for the NEOs are shown in the table below:

Restricted Stock Units

The other 50% of the LTIP design consists of RSU awards. RSUs incent and reward executives for improving long-term stock value and serve as a retention tool. RSUs are generally granted in February to approximately 160 senior management employees, including our NEOs, and cliff vest on the third anniversary of the grant, provided the recipient remains employed by Dana. The RSUs awarded in 2018, based on the target opportunities, for the NEOs are shown in the table below:

Equity awards granted to each of our NEOs are shown in the “Grants of Plan-Based Awards” table and “Summary Compensation Table” below.

20142016 LTIP Performance(3-year (Three-year performance period ending December 31, 2016)2018)

The weighting, target performance, actual performance and payoutDecember 31, 2018 marks the end of the 2014three-year performance period of the 2016 LTIP awards. The performance metrics, are providedtargets and performance-payout ranges for such awards were set and approved by the Compensation Committee in the table below. Performance from the three-year period ending December 31, 2016, based on the two metrics, resulted in no Performance Share awards paid to the CEO and NEOs inMarch 2016.

below shows the results of the 2016 LTIP performance period relative to targets and the actual achievement level of the 2016 LTIP awards.