Business Context and Reporting Period
This Form 8-K is a current report filed by Dana Holding Corporation on March 9, 2016. The filing discloses the appointment of a new Chief Financial Officer and details the associated compensatory arrangements.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity metrics. It focuses exclusively on executive compensation details.
Material Changes
The primary material change is the appointment of Jonathan M. Collins as Senior Vice President and Chief Financial Officer, effective March 28, 2016. The current interim CFO, Rodney R. Filcek, will transition to Senior Vice President and Chief Accounting Officer.
Management Commentary and Compensation Details
Mr. Collins joins from ProQuest, where he served as CFO from 2013 to 2016. His compensation package includes:
- Base Salary: $500,000 annually.
- Annual Bonus: Target of 75% of base salary (prorated for 2016).
- Long-Term Incentives: Eligible for annual grants starting in 2017 valued at 230% of base salary.
- Restricted Stock Units (RSUs): Three annual grants totaling $900,000:
- $250,000 granted on hire, vesting on the first anniversary.
- $300,000 granted on the first anniversary, vesting on the second anniversary.
- $350,000 granted on the second anniversary, vesting on the third anniversary.
- Benefits: Access to standard senior executive plans, including perquisites, severance policies, and a Supplemental Executive Retirement Plan (SERP).
- Relocation: Assistance under the Domestic Relocation Policy.
Investor Verification Checklist
- Verify the effective start date of the new CFO (March 28, 2016).
- Confirm the vesting schedule and total value of the $900,000 RSU grant.
- Review the press release (Exhibit 99.1) for additional context on the leadership transition.
- Note that this filing does not provide updated financial performance data for the company.