Business Context and Reporting Period
This Form 8-K Current Report was filed by Dana Corporation on February 14, 2005. The filing discloses the entry into a material definitive agreement regarding the approval of executive compensation packages by the Compensation Committee of the Board of Directors.
Key Financial Metrics
The filing does not report revenue, profit, cash flow, margins, debt, or liquidity metrics. It focuses exclusively on executive compensation details, including stock option exercise prices and salary adjustments.
- Stock Option Exercise Price: $15.94 per share (fair market value on the grant date).
- Performance Period: Three years (2005 through 2007).
Material Changes and Compensation Details
The Compensation Committee approved long-term incentive awards and annual base salary adjustments effective March 1, 2005.
Long-Term Incentive Awards
Awards consist of stock options, performance shares, and restricted stock. Performance shares are contingent on achieving cumulative absolute earnings per share (EPS) and relative return on invested capital (ROIC) goals compared to peer companies.
| Executive Officer | Stock Options | Performance Shares | Restricted Stock |
|---|---|---|---|
| Michael J. Burns (CEO) | 321,543 | 75,282 | 50,188 |
| Robert C. Richter (CFO) | 99,923 | 23,434 | 15,558 |
| Bernard N. Cole (President, Heavy Vehicle) | 99,923 | 23,434 | 15,558 |
| James M. Laisure (President, Automotive) | 99,923 | 23,434 | 15,558 |
| Charles F. Heine (President, Technology) | 60,662 | 14,203 | 9,468 |
Note: Performance shares for Mr. Burns are payable in stock; all others are payable in cash.
Annual Base Salaries (Effective March 1, 2005)
- Michael J. Burns: $1,035,000
- Robert C. Richter: $550,000
- Bernard N. Cole: $515,000
- James M. Laisure: $465,000
- Charles F. Heine: $415,000
Guidance, Outlook, and Risks
The filing establishes performance goals for 2005 based on net income and return on invested capital (ROIC) in accordance with GAAP and Section 162(m) of the Internal Revenue Code. No specific numerical targets for net income or ROIC are disclosed in this text. The filing notes that if actual performance falls below threshold levels, no performance shares will be earned.
Investor Verification Checklist
- Verify the specific numerical targets for the 2005 net income and ROIC goals, as they are not explicitly stated in this filing.
- Review the attached award certificates (Exhibits 99.1 through 99.4) for detailed vesting schedules and forfeiture conditions.
- Confirm the total number of shares authorized under the Stock Incentive Plan and the 1999 Restricted Stock Plan to assess dilution impact.
- Monitor future filings for the actual achievement of the 2005-2007 performance metrics to determine final payout values.