Document and Entity Information
Document and Entity Information | 12 Months Ended |
Dec. 31, 2022 | |
Cover [Abstract] | |
Document Type | DEF 14A |
Amendment Flag | false |
Entity Registrant Name | DANA INCORPORATED |
Entity Central Index Key | 0000026780 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | |
Pay vs Performance Disclosure [Table] | |||
Pay vs Performance [Table Text Block] | Pay Versus Performance Tabular Disclosure of Pay Versus Performance Year Summary Compensation Table Total to PEO Compensation Actually Paid to PEO (1) Avg Summary Compensation Table Total to Non-PEO NEOs (2) Average Compensation Actually Paid to Non-PEO NEOs (1)(2) Value of Initial Fixed $100 Investment Based on: Net Income (Millions USD) CSM: Adjusted EBITDA (Millions USD) Company TSR Peer Group TSR (a) (b) (c) (d) (e) (f) (g) (h) (i) 2022 $ 11,882,248 $ 4,464,658 $2,357,617 $1,245,172 $ 87 $134 ($242) $700 2021 $10,616,003 $12,396,926 $ 2,112,689 $2,368,440 $129 $153 $197 $795 2020 $10,536,432 $ 4,949,534 $2,943,844 $1,819,391 $108 $122 ($ 31) $593 Footnotes: (1) To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation: PEO SCT Total to CAP Reconciliation Salary Bonus and Non- Equity Incentive Compensation Other Compensation (i) SCT Total Deductions from SCT Total (ii) Additions to SCT Total (iii) CAP 2022 $1,275,000 $1,435,523 $ 32,513 $ 11,882,248 ($9,139,212) $ 1,721,622 $ 4,464,658 2021 $1,237,500 $ 467,188 $433,137 $10,616,003 ($8,478,178) $10,259,101 $12,396,926 2020 $1,050,000 $ 750,000 $453,532 $10,536,432 ($8,282,900) $ 2,696,002 $ 4,949,534 Average Non-PEO SCT Total to CAP Reconciliation Salary Bonus and Non -Equity Incentive Compensation Other Compensation (i) SCT Total Deductions from SCT Total (ii) Additions SCT Total (iii) CAP 2022 $603,125 $349,150 ($ 86,120) $2,357,617 ($1,491,462) $ 379,017 $1,245,172 2021 $568,410 $102,246 $100,415 $2,112,689 ($1,341,617) $1,597,369 $2,368,440 2020 $569,525 $222,519 $470,446 $2,943,844 ($1,681,355) $ 556,901 $1,819,391 (i) Reflects ‘all other compensation” reported in the SCT for each year shown. (ii) Represents the grant date fair value of equity-based awards granted each year. We did not report a change in pension value for any of the years reflected in the tables; therefore, a deduction from the SCT total related to pension value is not needed. (iii) Reflects the value of equity calculated in accordance with the SEC methodology for determining CAP for each year shown. (2) The non-PEO NEOs represented in columns (d) and (e) for 2022, 2021 and 2020, respectively, are as follows: Timothy R. Kraus, Aziz S. Aghili, Byron S. Foster and Douglas H. Liedberg; Timothy R. Kraus, Jonathan M. Collins, Aziz S. Aghili, Douglas H. Liedberg and Antonio Valencia; Jonathan M. Collins, Aziz S. Aghili, Robert D. Pyle and Douglas H. Liedberg. | ||
Company Selected Measure Name | Adjusted EBITDA | ||
Named Executive Officers, Footnote [Text Block] | (2) The non-PEO NEOs represented in columns (d) and (e) for 2022, 2021 and 2020, respectively, are as follows: Timothy R. Kraus, Aziz S. Aghili, Byron S. Foster and Douglas H. Liedberg; Timothy R. Kraus, Jonathan M. Collins, Aziz S. Aghili, Douglas H. Liedberg and Antonio Valencia; Jonathan M. Collins, Aziz S. Aghili, Robert D. Pyle and Douglas H. Liedberg. | ||
PEO Total Compensation Amount | $ 11,882,248 | $ 10,616,003 | $ 10,536,432 |
PEO Actually Paid Compensation Amount | $ 4,464,658 | 12,396,926 | 4,949,534 |
Adjustment To PEO Compensation, Footnote [Text Block] | (1) To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation: PEO SCT Total to CAP Reconciliation Salary Bonus and Non- Equity Incentive Compensation Other Compensation (i) SCT Total Deductions from SCT Total (ii) Additions to SCT Total (iii) CAP 2022 $1,275,000 $1,435,523 $ 32,513 $ 11,882,248 ($9,139,212) $ 1,721,622 $ 4,464,658 2021 $1,237,500 $ 467,188 $433,137 $10,616,003 ($8,478,178) $10,259,101 $12,396,926 2020 $1,050,000 $ 750,000 $453,532 $10,536,432 ($8,282,900) $ 2,696,002 $ 4,949,534 | ||
Non-PEO NEO Average Total Compensation Amount | $ 2,357,617 | 2,112,689 | 2,943,844 |
Non-PEO NEO Average Compensation Actually Paid Amount | $ 1,245,172 | 2,368,440 | 1,819,391 |
Adjustment to Non-PEO NEO Compensation Footnote [Text Block] | (1) To calculate Compensation Actually Paid (CAP), the following amounts were deducted from and added to Summary Compensation Table (SCT) total compensation: Average Non-PEO SCT Total to CAP Reconciliation Salary Bonus and Non -Equity Incentive Compensation Other Compensation (i) SCT Total Deductions from SCT Total (ii) Additions SCT Total (iii) CAP 2022 $603,125 $349,150 ($ 86,120) $2,357,617 ($1,491,462) $ 379,017 $1,245,172 2021 $568,410 $102,246 $100,415 $2,112,689 ($1,341,617) $1,597,369 $2,368,440 2020 $569,525 $222,519 $470,446 $2,943,844 ($1,681,355) $ 556,901 $1,819,391 | ||
Compensation Actually Paid vs. Total Shareholder Return [Text Block] | As noted in the table above, the principal executive officer (PEO) and other NEOs’ Compensation Actually Paid (CAP) amounts are aligned with the Company’s TSR. This is due largely to our use of equity incentives in our long-term incentive program which are tied directly to stock price in addition to our financial performance. Dana’s 3-year cumulative TSR is less than the companies included in our Compensation Peer Group, as described in our CD&A. The Peer Group’s returns are weighted by market capitalization with a significant number of our peers characterized as industrial companies that have been less severely affected by the pandemic and post-pandemic economic and operational challenges of the past three years. | ||
Compensation Actually Paid vs. Net Income [Text Block] | As shown in the table, Dana’s net income has varied significantly from year to year as has CAP for our PEO and other NEOs. This is due in part to the significance that equity incentives play in the total compensation of our PEO and other NEOs and the sensitivity of those incentives to changes in stock price. In addition, we don’t use net income to determine compensation levels or incentive plan payouts. Adjusted EBITDA performance has a direct impact in determining the number of performance shares that vest under the long-term incentive plans in which our CEO and other NEOs participate, with the opportunity to earn from 0% to 200% of target. 24% of target performance shares were earned under the 2019 plan while no shares were earned under the 2020 plan. These vesting results were a key driver in the amount of CAP, indicating a strong relationship between Adjusted EBITDA and CAP. | ||
Compensation Actually Paid vs. Company Selected Measure [Text Block] | As shown in the table, Dana’s net income has varied significantly from year to year as has CAP for our PEO and other NEOs. This is due in part to the significance that equity incentives play in the total compensation of our PEO and other NEOs and the sensitivity of those incentives to changes in stock price. In addition, we don’t use net income to determine compensation levels or incentive plan payouts. Adjusted EBITDA performance has a direct impact in determining the number of performance shares that vest under the long-term incentive plans in which our CEO and other NEOs participate, with the opportunity to earn from 0% to 200% of target. 24% of target performance shares were earned under the 2019 plan while no shares were earned under the 2020 plan. These vesting results were a key driver in the amount of CAP, indicating a strong relationship between Adjusted EBITDA and CAP. | ||
Total Shareholder Return Vs Peer Group [Text Block] | As noted in the table above, the principal executive officer (PEO) and other NEOs’ Compensation Actually Paid (CAP) amounts are aligned with the Company’s TSR. This is due largely to our use of equity incentives in our long-term incentive program which are tied directly to stock price in addition to our financial performance. Dana’s 3-year cumulative TSR is less than the companies included in our Compensation Peer Group, as described in our CD&A. The Peer Group’s returns are weighted by market capitalization with a significant number of our peers characterized as industrial companies that have been less severely affected by the pandemic and post-pandemic economic and operational challenges of the past three years. | ||
Tabular List [Table Text Block] | The measures listed below represent the most important metrics we used to link executive pay to company performance for 2022 as described in our CD&A within the sections titled “Annual Performance-Based Cash Incentive” and “Long-Term Incentive Program”. Most Important Performance Measures Adjusted EBITDA Adjusted EBITDA Margin Adjusted Free Cash Flow Net Electrification Sales Relative TSR | ||
Total Shareholder Return Amount | $ 87 | 129 | 108 |
Peer Group Total Shareholder Return Amount | 134 | 153 | 122 |
Net Income (Loss) | $ (242,000,000) | $ 197,000,000 | $ (31,000,000) |
Company Selected Measure Amount | 700,000,000 | 795,000,000 | 593,000,000 |
Additional 402(v) Disclosure [Text Block] | Although there is no requirement to compare SCT compensation and CAP, the table above shows that SCT compensation has increased modestly while CAP has varied significantly between years. SCT compensation is based on the grant date fair value of equity awards made during the year, whereas CAP is based on the fair value of awards made during the year valued at year-end plus the change in value of prior year awards, including awards granted in 2019, 2020 and 2021. As a result, CAP reflects all or portions of multiple years of awards while SCT compensation is based only on the year granted. | ||
Measure [Axis]: 1 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA | ||
Measure [Axis]: 2 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted EBITDA Margin | ||
Measure [Axis]: 3 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Adjusted Free Cash Flow | ||
Measure [Axis]: 4 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Net Electrification Sales | ||
Measure [Axis]: 5 | |||
Pay vs Performance Disclosure [Table] | |||
Measure Name | Relative TSR | ||
PEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Salary | $ 1,275,000 | $ 1,237,500 | $ 1,050,000 |
Bonus and Non-Equity Incentive Compensation | 1,435,523 | 467,188 | 750,000 |
Other Compensation | 32,513 | 433,137 | 453,532 |
PEO [Member] | Deductions from SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (9,139,212) | (8,478,178) | (8,282,900) |
PEO [Member] | Additions to SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | 1,721,622 | 10,259,101 | 2,696,002 |
Non-PEO NEO [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Salary | 603,125 | 568,410 | 569,525 |
Bonus and Non-Equity Incentive Compensation | 349,150 | 102,246 | 222,519 |
Other Compensation | (86,120) | 100,415 | 470,446 |
Non-PEO NEO [Member] | Deductions from SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | (1,491,462) | (1,341,617) | (1,681,355) |
Non-PEO NEO [Member] | Additions to SCT Total [Member] | |||
Pay vs Performance Disclosure [Table] | |||
Adjustment to Compensation Amount | $ 379,017 | $ 1,597,369 | $ 556,901 |