DANA Inc 8-K/A

What Happened
DANA Inc announced executive changes effective July 1, 2026: Byron S. Foster will succeed R. Bruce McDonald as President and Chief Executive Officer, and Mr. McDonald will serve as Executive Chairman (term through Dec. 31, 2028, unless earlier changed). The company filed letter agreements dated June 11, 2026 describing compensation and other terms for both executives.

Key Details

• Byron S. Foster: initial base salary of $1,000,000; eligible for the annual incentive program with a target equal to 150% of base salary; eligible for Dana’s long-term incentive program starting with the 2027 grant cycle; continues to participate in Dana’s executive severance and change-in-control plans and employee benefits.
• R. Bruce McDonald: base salary of $700,000 as Executive Chairman; eligible for the annual incentive program with a target equal to 100% of base salary.
• McDonald will receive a one-time RSU award with a target grant-date fair value of $5,000,000, vesting 50% on Dec. 31, 2027 and 50% on Dec. 31, 2028.
• Both letter agreements are dated June 11, 2026 and become effective July 1, 2026.

Why It Matters
Leadership succession and the accompanying compensation commitments are material to investors because they affect executive incentives, potential stock-based expense (the $5M RSU grant), and governance continuity. Foster’s incentive structure (150% target) and eligibility for long-term awards signal how management performance will be measured going forward; McDonald’s role and RSU vesting create a multi-year payout tied to continued service through 2028.