Brett M. Icahn

About Brett M. Icahn

Brett M. Icahn, 45, is an independent director (Director since 2025) at Dana Incorporated and a Portfolio Manager for Icahn Capital LP, with investment advisory roles at Icahn Enterprises L.P. since 2002 and service on the Icahn Enterprises board since October 2020 . He currently serves as a director of Bausch Health Companies Inc. and Bausch + Lomb Corporation; prior public company directorships include Nuance Communications, American Railcar Industries, Take-Two Interactive, The Hain Celestial Group, Cadus, and Voltari . Dana’s Board has determined Mr. Icahn to be independent under NYSE standards; he currently serves on the Audit Committee and the Nominating & Corporate Governance Committee .

Past Roles

External Roles

Board Governance

• Committee assignments: Audit Committee member (Chair: Michael J. Mack, Jr.), Nominating & Corporate Governance Committee member (Chair: Keith E. Wandell) .
• Independence: Board determined 8 of 9 directors, including Brett M. Icahn, are independent (NYSE standards) .
• Attendance: In 2024, the Board met 18 times and committees met 23 times; all directors met or exceeded 75% attendance. Mr. Icahn joined in 2025; 2024 attendance percentages for him are not applicable .
• Lead Independent Director: Keith E. Wandell (robust role with authority over agendas/materials and executive sessions) -.
• Say-on-Pay: 90% support at the 2024 annual meeting (context for shareholder governance sentiment) .

Fixed Compensation (Non-Employee Director Structure)

Performance Compensation (Equity for Directors)

Directors’ equity is time-based (not performance-metric based); no dividends on unearned awards under plan rules .

Other Directorships & Interlocks

Expertise & Qualifications

• Activist and portfolio management experience at Icahn Capital LP since 2002; board role at Icahn Enterprises since 2020 .
• Audit Committee service at Dana signals finance and oversight exposure (Audit Committee financial expert designation at Dana belongs to Michael J. Mack, Jr.) .

Equity Ownership

Insider Trades (Dana disclosure)

• The company reported Section 16(a) compliance by directors and officers for 2024 and did not list specific insider transactions for directors in the proxy; Mr. Icahn joined in 2025, and no Form 4 activity is disclosed for him in the proxy period covered .

Related-Party Exposure and Conflicts

• Icahn Agreement and 2025 Amendment: The Board appointed Brett M. Icahn as an “Icahn Designee” under a nomination agreement with the Icahn Group; the amendment (Jan 23, 2025) refreshed designation rights (Brett Icahn and Christian Garcia replacing Gary Hu and Steven Miller) -.
• Board mechanics and rights: While an Icahn Designee serves, Board size cannot be increased above 11 after the 2025 annual meeting without Icahn Designee approval; the Icahn Group can designate replacements if a designee resigns (subject to agreement terms) .
• Transaction oversight: Consideration of appointing/employing named executive officers, material M&A, dispositions, or similar extraordinary transactions occurs only at the full Board or committees that include at least one Icahn Designee (ensuring Icahn representation) .
• Ownership thresholds: If the Icahn Group’s “net long position” drops below 8,654,048 shares, one designee must resign; below 4,327,024 shares, both designees must resign .
• Rights Plan (poison pill) constraint: So long as the Icahn Group holds at least 7,211,705 shares net long, Dana will not adopt a Rights Plan below a 20% trigger, unless subject to shareholder ratification within 270 days and exempting the Icahn Group up to 19.95% .

RED FLAGS
• Board designation and board/committee process rights for a 9.85% holder (Icahn Group) embed structural influence over key corporate actions and board size—heightened governance attention warranted .
• External interlock (Bausch Health) with another Dana director (Garcia) increases network ties; monitor for conflicts or information asymmetries .

Governance Assessment

• Alignment and oversight positives: Independence affirmed; strong Lead Independent Director role; fully independent key committees; robust director ownership guidelines; anti-hedging/pledging; strong attendance expectations; Say-on-Pay support at 90% in 2024 - .
• Key risks to monitor: Icahn Agreement constraints on board size and mandated Icahn representation in deliberations on executive appointments and strategic transactions; large affiliated ownership by Icahn Group (9.85%) and Rights Plan threshold flexibility tilt governance leverage toward activist block holder .
• Ownership alignment: As a new director, Mr. Icahn reported 0 directly beneficially owned shares as of Feb 25, 2025, but is subject to the 5-year 5x retainer guideline; significant affiliated ownership exists at the Icahn Group level -.

Committee Snapshot (for reference)

Director Compensation Schedule (context)

All information above is sourced from Dana Incorporated’s 2025 DEF 14A proxy statement (filed March 14, 2025). Citations embedded inline.