CEO total compensation of approximately $5.6 million is reasonable for an interim CEO at a ~$3.4 billion market cap industrial company, consisting primarily of a $1.3 million salary and $4.1 million in stock awards (restricted stock units only, consistent with his interim appointment terms). The prior Say on Pay vote received 79% support, comfortably above the 70% threshold requiring a response. The pay program for other executives is well-structured: at least half of long-term incentive pay is delivered through performance stock awards tied to measurable financial metrics (return on invested capital, free cash flow, and relative total shareholder return) over a three-year period, and all financial performance targets for 2025 were exceeded at maximum levels, which is consistent with Dana's stock price rising from $11.56 to $23.76 during the year — a strong alignment of pay and performance. The company maintains a robust clawback policy, prohibits hedging and pledging, and has implemented double-trigger change-in-control vesting, all of which reflect sound governance practices.

Non-audit fees (audit-related fees of $3.3M plus tax and other fees of $0.2M = $3.5M) represent approximately 35% of core audit fees ($10.0M), which is well below the 50% threshold that would trigger a concern about auditor independence. PwC is a Big 4 firm appropriate for Dana's size and complexity. Auditor tenure is not explicitly disclosed in the proxy, so the tenure trigger cannot fire per policy. No material financial restatements are noted. Vote FOR ratification.