The following table summarizes the compensation of our
PresidentChairman and CEO, Executive Vice President and CFO, and our three other most highly compensated executive officers serving at the end of the fiscal year ended December 31,
20182020 (collectively, the named executive officers) for services rendered during the years stated in all capacities to Dana and our subsidiaries.
Summary Compensation TableSUMMARY COMPENSATION TABLE | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Name and Principal Position(1) | | Year(2) | | | Salary ($) | | | Bonus ($)(3) | | | Stock Awards ($)(4) | | | Option Awards ($) | | | Non-Equity Incentive Plan Compensation ($)(8) | | | Change in Nonqualified Deferred Compensation Earnings ($) | | | All Other Compensation ($)(9) | | | Total ($) | |
| | | | | | | | | |
James K. Kamsickas | | | 2018 | | | | 1,146,950 | | | | 0 | | | | 7,299,357 | (5) | | | 0 | | | | 1,339,898 | | | | 0 | | | | 563,735 | | | | 10,349,940 | |
President and Chief Executive | | | 2017 | | | | 1,122,500 | | | | 0 | | | | 6,797,401 | | | | 0 | | | | 2,522,160 | | | | 0 | | | | 419,810 | | | | 10,861,871 | |
Officer | | | 2016 | | | | 1,100,000 | | | | 500,000 | | | | 6,230,479 | (7) | | | 0 | | | | 1,222,100 | | | | 0 | | | | 312,760 | | | | 9,365,339 | |
| | | | | | | | | |
Jonathan M. Collins | | | 2018 | | | | 605,000 | | | | 0 | | | | 1,816,376 | (6) | | | 0 | | | | 433,575 | | | | 0 | | | | 230,936 | | | | 3,085,887 | |
Executive Vice President and Chief | | | 2017 | | | | 556,250 | | | | 0 | | | | 1,561,586 | | | | 0 | | | | 802,125 | | | | 0 | | | | 163,805 | | | | 3,083,766 | |
Financial Officer | | | 2016 | | | | 381,944 | | | | 0 | | | | 253,307 | (7) | | | 0 | | | | 277,285 | | | | 0 | | | | 83,061 | | | | 995,597 | |
| | | | | | | | | |
Aziz S. Aghili | | | 2018 | | | | 545,000 | | | | 0 | | | | 1,093,986 | | | | 0 | | | | 457,875 | | | | 0 | | | | 1,610,823 | | | | 3,707,684 | |
Executive Vice President and | | | 2017 | | | | 526,250 | | | | 0 | | | | 1,051,369 | | | | 0 | | | | 704,900 | | | | 0 | | | | 954,700 | | | | 3,237,219 | |
President,Off-Highway Drive and Motion Technologies | | | 2016 | | | | 515,000 | | | | 0 | | | | 1,047,908 | (7) | | | 0 | | | | 252,350 | | | | 0 | | | | 1,570,386 | | | | 3,385,644 | |
| | | | | | | | | |
Mark E. Wallace | | | 2018 | | | | 601,250 | | | | 0 | | | | 1,400,933 | | | | 0 | | | | 381,150 | | | | 0 | | | | 238,826 | | | | 2,622,159 | |
Executive Vice President and | | | 2017 | | | | 587,500 | | | | 0 | | | | 1,361,522 | | | | 0 | | | | 774,375 | | | | 0 | | | | 209,782 | | | | 2,933,179 | |
President, Commercial Vehicle | | | 2016 | | | | 580,000 | | | | 0 | | | | 1,357,697 | (7) | | | 0 | | | | 421,950 | | | | 0 | | | | 191,277 | | | | 2,550,924 | |
Driveline Technologies and Aftermarket | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | |
Robert D. Pyle | | | 2018 | | | | 532,500 | | | | 0 | | | | 1,051,393 | | | | 0 | | | | 253,260 | | | | 0 | | | | 188,653 | | | | 2,025,806 | |
President, Light Vehicle Driveline | | | 2017 | | | | 503,000 | | | | 0 | | | | 983,124 | | | | 0 | | | | 606,900 | | | | 0 | | | | 179,171 | | | | 2,272,195 | |
Technologies | | | 2016 | | | | 477,000 | | | | 0 | | | | 939,503 | (7) | | | 0 | | | | 364,392 | | | | 0 | | | | 186,589 | | | | 1,967,484 | |
| James K. Kamsickas Chairman and Chief Executive Officer
| | | 2020 | | | 1,050,000 | | | 0 | | | 8,282,900 | | | 0 | | | 750,000 | | | 0 | | | 453,532 | | | 10,536,432 | |
| 2019 | | | 1,169,400 | | | 0 | | | 5,940,761 | | | 0 | | | 1,045,750 | | | 0 | | | 498,789 | | | 8,654,700 | |
| 2018 | | | 1,146,950 | | | 0 | | | 7,299,357 | | | 0 | | | 1,339,898 | | | 0 | | | 563,735 | | | 10,349,940 | |
| Jonathan M. Collins
Executive Vice President and Chief Financial Officer
| | | 2020 | | | 648,850 | | | 0 | | | 2,228,536 | | | 0 | | | 273,200 | | | 0 | | | 206,611 | | | 3,357,197 | |
| 2019 | | | 647,250 | | | 0 | | | 1,580,663 | | | 0 | | | 354,333 | | | 0 | | | 222,844 | | | 2,805,091 | |
| 2018 | | | 605,000 | | | 0 | | | 1,816,376 | | | 0 | | | 433,575 | | | 0 | | | 230,936 | | | 3,085,887 | |
| Aziz S. Aghili
Executive Vice President and President, Off-Highway Drive and
Motion Systems
| | | 2020 | | | 560,500 | | | 0 | | | 1,640,443 | | | 0 | | | 221,250 | | | 0 | | | 1,338,952 | | | 3,761,145 | |
| 2019 | | | 561,250 | | | 0 | | | 1,302,494 | | | 0 | | | 294,930 | | | 0 | | | 1,360,201 | | | 3,518,875 | |
| 2018 | | | 545,000 | | | 0 | | | 1,093,986 | | | 0 | | | 457,875 | | | 0 | | | 1,009,521 | | | 3,106,382 | |
| Robert D. Pyle
Executive Vice President and President, Light Vehicle Drive Systems
| | | 2020 | | | 570,000 | | | 0 | | | 1,652,993 | | | 0 | | | 225,000 | | | 0 | | | 197,135 | | | 2,645,127 | |
| 2019 | | | 544,500 | | | 0 | | | 1,113,919 | | | 0 | | | 317,226 | | | 0 | | | 205,403 | | | 2,181,048 | |
| 2018 | | | 532,500 | | | 0 | | | 1,051,393 | | | 0 | | | 253,260 | | | 0 | | | 188,653 | | | 2,025,806 | |
| Douglas H. Liedberg Senior Vice President, General Counsel and Secretary, Chief Compliance Officer | | | 2020 | | | 498,750 | | | 0 | | | 1,203,447 | | | 0 | | | 170,625 | | | 0 | | | 139,084 | | | 2,011,907 | |
(1)
| The latest position held by the named executive officer as of December 31, 2018. 2020. |
(2)
| We have disclosed full year compensation only for those years during which the executive was a named executive officer.
|
(3) | This column includes asign-on bonus provided to Mr. Kamsickas as part of his executive employment agreement upon commencement of employment with Dana.
|
(4) | With respect to the 2018, 20172020, 2019 and 20162018 grants, this column shows the grant date value of the PSAs and RSUs computed in accordance with FASB ASC Topic 718.718, Compensation – Stock Compensation. Also included in this column are dividend equivalent units earned in 2018.2020. Additionally, included in this column are the incremental accounting costs arising from the discretionary adjustments made to the 2018 PSAs. Refer to the 2018 LTIP Performance portion of the “Compensation Discussion and Analysis” section above for additional information regarding these adjustments. For additional information onregarding the assumptions used in determining fair value for share-based compensation, refer to Notes 1 and 11 of the Notes to the Consolidated Financial Statements in Dana’s Annual Report on Form10-K for the year ended December 31, 2018.2020. Refer to the “Grants of Plan-Based Awards” table below for information on awards made in 2018.2020. Refer to the “Outstanding Equity Awards at FiscalYear-End” table for the market value of awards not vested as of December 31, 2018.2020. The values of the PSAs at the grant date if the highest level of performance conditions were to be achieved would be as follows: Mr. Kamsickas—$5,367,444;6,847,512; Mr. Collins—$1,437,489;Collins - $1,844,100; Mr. Aghili—$1,059,977; Mr. Wallace—$1,356,975;1,356,986; Mr. Pyle—$1,019,976. 1,379,991; Mr. Liedberg—$1,050,012. |
(5)(3)
| Mr. Kamsickas’ total also includes anew-hire grant award in accordance with his CEO Employment Agreement, valued at $1,750,000.
|
(6) | Mr. Collins’ total also includes anew-hire grant award in accordance with his offer letter, valued at $350,000.
|
(7) | Based upon the financial performance for the three-year period ending December 31, 2018,2020, the PSAs that were granted in 20162018 as part of the NEOs 20162018 LTIP award resulted in aggregate payout of 65.0%77% as summarized below: |
| James K. Kamsickas | | | $5,539,666 | | | $2,855,944 | | | $2,683,722 | | | $1,704,204 | |
| Jonathan M. Collins | | | $1,483,513 | | | $764,769 | | | $718,745 | | | $456,393 | |
| Aziz S. Aghili | | | $1,093,870 | | | $563,882 | | | $529,989 | | | $336,525 | |
| Robert D. Pyle | | | $1,052,619 | | | $542,631 | | | $509,988 | | | $326,826 | |
| Douglas H. Liedberg | | | $588,115 | | | $303,135 | | | $284,981 | | | $180,950 | |
TABLE OF CONTENTS
POTENTIAL PAYMENTS AND BENEFITS
UPON TERMINATION OR CHANGE IN CONTROL
As discussed in the “Compensation Discussion and Analysis” section above, Dana maintains both an Executive Severance Plan and Change in Control Severance Plan that apply to certain senior executives, including our named executive officers.
Set forth below is a description of each plan (applicable to eligible executive officers, including named executive officers). This is followed by tables relating to Messrs. Kamsickas, Collins, Aghili,
WallacePyle and
Pyle.Liedberg.
In the event any eligible executive officer, except our CEO (as he is entitled to payments under his employment agreement), is involuntarily terminated by Dana without cause (as defined below) and other than
due to death or disability and such termination occurs prior to a Change in Control, Dana will pay the executive an amount equal to twelve (12) months of base salary, the cost of COBRA premiums for twelve (12) months, and an annual incentive plan (AIP) payment equal to a full year, subject to actual performance results. Additionally, the executive will receive payment or receive reimbursement for reasonable costs of outplacement services, subject to a maximum amount of $25,000.
Change in Control Severance Plan
The Change in Control Severance Plan (CIC Plan) is designed to provide severance benefits to all eligible executive officers whose employment is terminated as a result of a change in control of Dana.
Each of Dana’s current named executive officers
isare eligible to participate in the CIC Plan. Under the CIC Plan, any participant who incurs a qualifying termination (as defined below) will be entitled to receive two times the sum of the individual’s salary and target bonus (three times the sum of his or her salary and his or her target bonus, in the case of the CEO and CFO) for the year in which termination occurs. As of the termination date, each named executive officer will be entitled to: (i) the full amount of any earned but unpaid base salary through the date of termination plus a cash payment for all unused vacation time accrued; (ii) a pro rata portion of his or her annual target bonus for the year in which termination occurs; (iii) all equity awards vesting in full (with the target number of performance shares, if applicable) and becoming fully exercisable; (iv) a lump sum cash amount to allow, but not require, the employee to purchase additional coverage equal to a total of two years (three years for the CEO) of subsidized COBRA; and (v) reasonable costs of outplacement services not to exceed $25,000 ($50,000 for the CEO).
The CIC Plan does not provide for any excise tax
gross-up payments to executive officers in connection with a change in control and instead includes provisions requiring a cutback of the benefits payable under the plan if it would result in the executive receiving a greater payment on an
after-tax basis (after accounting for any excise taxes that would otherwise be triggered). Payments under the CIC Plan are payable in a
lump-sum subject to execution of a release of claims against Dana.
For purposes of the CIC Plan, “qualifying termination” generally means (i) an executive’s involuntary termination of employment with Dana during the
24-month period following a change in control other than a termination by reason of death, disability or for cause or (ii) an executive’s resignation of employment with Dana during such period for good reason.
Pursuant to the award agreements for the RSUs, if the recipient’s employment is terminated without cause or by reason of death, disability or normal retirement, all outstanding RSU awards are prorated based on the number of full months of employment on the termination date within each vesting period. In the event of a change in control and the recipient is still employed with Dana, RSUs become nonforfeitable and payable to the recipient. Pursuant to the award agreements for the performance shares, if the recipient’s employment is terminated without cause or by reason of death, disability or normal retirement, allthe outstanding performance awards areshall remain eligible to vest, prorated based on the number of full months of employment onfrom the grant date through the termination date, within each vesting period and based on actual performance during the performance period. If, during the performance period, but before the payment of any performance shares, a change in control occurs and the recipient is still employed with Dana, then the recipient will be entitled to receiveshall automatically vest a prorated numberportion of the performance shares (based on the number of full months the recipient is employed by Dana onfrom the awardgrant date and ending on the date of the change in control) of, assuming target performance for such purpose, subject to eligibility for full vesting in accordance with the target number of performance shares.CIC Plan described above.