Business Context and Reporting Period
This Form 8-K Current Report was filed by Dana Holding Corporation on March 28, 2011. The filing primarily addresses significant changes in executive leadership, specifically the appointment of a new President and Chief Executive Officer and the retirement of the Executive Chairman.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The document focuses exclusively on executive compensation arrangements and corporate governance changes.
Material Changes
- Leadership Transition: Roger J. Wood was appointed President and Chief Executive Officer, effective April 18, 2011, succeeding John M. Devine.
- Executive Retirement: John M. Devine, who served as Interim CEO and Executive Chairman since November 2010, elected to retire effective June 30, 2011.
- Board Composition: Keith E. Wandell, the current lead independent director, will become the non-executive Chairman upon Mr. Devine's retirement. Mr. Wood was also appointed to the Board of Directors.
Management Commentary, Risks, and Unusual Items
Compensatory Arrangements for Roger J. Wood
The filing details a comprehensive compensation package for the new CEO, including:
- Base Salary: $950,000 annually.
- Annual Bonus: Target of 115% of base salary, with a 2011 minimum guarantee of 75% of base salary.
- Long-Term Incentives: Annual grants valued at 400% of base salary under the 2008 Omnibus Incentive Plan.
- Restricted Stock Units: 300,000 units granted on the effective date, vesting 50% on the first and second anniversaries.
- One-Time Cash Awards: $500,000 to purchase Dana common stock and a special cash award of $1,500,000 payable in two equal installments.
- Other Benefits: Relocation reimbursement, professional fee reimbursement up to $25,000, and a "true-up" award in 2012 related to prior employer performance shares.
Contractual Terms and Risks
- Employment Term: Initial three-year term, subject to extension.
- Clawback Provisions: Sign-on awards and buy-out elements are subject to clawback if Mr. Wood voluntarily terminates without good reason or is terminated for cause within three years (100% clawback before the first anniversary, pro rata thereafter).
- Non-Compete: A 24-month non-compete, non-solicitation, and confidentiality restriction applies following termination.
- Excise Tax: Mr. Wood waived any right to an excise tax gross-up upon a change in control.
Investor Verification Checklist
- Verify the exact effective date of Roger J. Wood's appointment (April 18, 2011) and John M. Devine's retirement (June 30, 2011).
- Review the total value of the one-time cash awards ($2,000,000 combined) and the vesting schedule for the 300,000 restricted stock units.
- Confirm the terms of the "true-up" award mechanism for 2012 regarding prior employer performance shares.
- Assess the impact of the 24-month non-compete clause on future executive mobility.
- Check for the full text of the executive employment agreement referenced in the filing for complete legal terms.