Business Context and Reporting Period
Company: Dana Incorporated
Filing Type: Form 8-K (Current Report)
Date of Report: April 30, 2018
Principal Executive Offices: Maumee, Ohio
This filing reports the adoption of an Amended and Restated Change in Control Severance Plan (the "CIC Plan") effective April 30, 2018, replacing a prior plan set to expire on June 18, 2018.
Key Financial Metrics
The filing text does not provide revenue, profit, cash flow, margins, debt, or liquidity figures. This report focuses exclusively on executive compensation arrangements.
Material Changes
The Board of Directors adopted the new CIC Plan to replace the expiring Change in Control Severance Plan. The new plan modifies severance benefits for senior vice presidents and above in the event of a qualifying termination following a change in control.
Guidance, Outlook, and Management Commentary
Severance Plan Terms:
- Eligibility: Senior vice presidents and above, including all current named executive officers.
- Severance Multiplier: Two times the sum of salary and target bonus for the year of termination (three times for the CEO and CFO).
- Additional Benefits:
- Unpaid base salary and accrued vacation.
- Pro rata annual bonus based on performance.
- Full vesting of equity awards.
- COBRA subsidy for two years (three years for the CEO).
- Outplacement services up to $25,000 ($50,000 for the CEO).
- Excise Tax: No gross-up payments; benefits are subject to cutback provisions if they trigger excise taxes.
- Qualifying Termination: Involuntary termination without cause or resignation for good reason within 24 months of a change in control.
Investor Verification Checklist
- Review the full text of the Amended and Restated Change in Control Severance Plan attached as Exhibit 10.1.
- Verify the specific definitions of "good reason" and "cause" within the plan document.
- Assess the potential liability impact of the increased severance multipliers for the CEO and CFO compared to the prior plan.
- Confirm the status of the prior plan's expiration date relative to the new plan's effective date.