Dana Incorporated | Separate Chair & CEO at Dana Holding Corporation

Status
Filed
Previous AGM date
Resolution details
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.  
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. An independent Board Chairman could help Dana deal with the long-term stagnation of Dana stock. Dana stock was at $24 in 2014 and at only $21 in late 2025 despite a robust stock market. An independent Board Chairman could also help Dana deal headwinds like those that emerged in 2025. Dana closed its Auburn Hills, Michigan plant in October 2025, resulting in 200 layoffs. Dana cited an "unexpected and immediate reduction in customer orders driven by lower demand for electric vehicles" as the reason. Dana was also in the process of closing its Lima, Ohio plant, resulting in 300 layoffs. Throughout 2025, Dana reported lower year-over-year sales, a trend driven by reduced demand across most end markets. The Commercial Vehicle segment, particularly in North America and Brazil, experienced volume softness and deteriorating market conditions with no signs of immediate improvement. Foreign currency translation also negatively impacted sales, especially due to the lower value of the euro. Dana reported a significant drop in adjusted free cash flow for Q2 2025, falling to -$5 million compared to $104 million in Q2 2024. Tariffs are also an ongoing profit headwind.

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