Brian K. Pour
DANAAbout Brian K. Pour
Brian K. Pour, 53, is Senior Vice President and President, Commercial Vehicle Systems at Dana Incorporated, a role he has held since July 2024 after serving as President and CEO of Auria Solutions from September 2017 to July 2024, a global supplier of automotive flooring, acoustical, thermal, and aerodynamic solutions . In 2024, Dana undertook a strategic pivot (Off-Highway divestiture process, $300M annualized cost savings program, EV strategy refocus) that management states was well received and accompanied by a significant increase in Dana’s share price; for 2024, the company reported Adjusted EBITDA of $885M, net income of ($57)M, and a company TSR value of $71 on a $100 base (peer group TSR $189) in the pay-versus-performance table . Dana emphasizes pay-for-performance alignment, with AIP metrics focused on Adjusted EBITDA, Adjusted Free Cash Flow, and Net New Business, and LTIP PSUs tied to ROIC, Adjusted Free Cash Flow, and Relative TSR .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Auria Solutions | President & Chief Executive Officer | Sep 2017 – Jul 2024 | Led a global automotive components supplier of flooring, acoustical, thermal, and aerodynamic solutions, bringing industry CEO experience to Dana’s CV segment leadership . |
External Roles
- None disclosed in company filings for Pour .
Fixed Compensation
| Component | 2024 Figure | Notes |
|---|---|---|
| Base salary (annualized) | $625,000 | Set on hire in July 2024 . |
| Salary actually paid (2024) | $277,778 | Partial-year pay from July start . |
| AIP target (% of salary) | 75% | Senior VP target level . |
| AIP actual cash bonus (2024) | $526,125 | Based on 2024 corporate and individual results . |
| Sign-on bonus | $750,000 | One-time hiring bonus in 2024 . |
Performance Compensation
Annual Incentive Plan (AIP) Framework and 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $786M | $925M | $1,018M | $879M | 83.3% |
| Adjusted Free Cash Flow | 40% | ($89)M | $50M | $143M | $24M | 90.7% |
| Net New Business | 20% | $243M | $485M | $790M | $481M | 103.7% |
| Weighted payout (financial) | 80% of AIP | 90.3% | ||||
| Individual goals | 20% of AIP | 200% for Pour in 2024 (reflecting role in CEO transition and $300M cost roadmap) |
- Pour’s 2024 AIP award paid: $526,125 .
Long-Term Incentive Program (LTIP) – 2024 Grant Design
| Award type | Weight | Performance/vesting | 2024 Metric weightings |
|---|---|---|---|
| Performance Share Awards (PSAs) | 50% | 3-year cliff vest (2024–2026) | ROIC 40%, Adjusted FCF 40%, Relative TSR 20% |
| Restricted Stock Units (RSUs) | 50% | Ratable vesting on 1st/2nd/3rd anniversaries of grant | Service-based retention equity |
2024 Grants to Pour
| Grant type | Grant date | Target/Granted | Grant-date fair value |
|---|---|---|---|
| PSAs (target shares) | 7/22/2024 | 58,788 | $703,104 |
| RSUs (units) | 7/22/2024 | 59,902 | $714,917 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/25/2025) | 0 shares; none pledged (company policy prohibits pledging/hedging) . |
| Outstanding RSUs (12/31/2024) | 59,902 unvested; market value $692,467; vest ratably on 1st/2nd/3rd anniversaries of 7/22/2024 grant . |
| Outstanding PSAs (12/31/2024) | 58,788 target unearned; market value shown at 200% scenario $679,589; 3-year performance (2024–2026) . |
| Ownership guidelines | Senior Vice Presidents required to hold 2x base salary (increased from 1x in Feb 2025); 5-year compliance window; NEOs exceeded/met/on track in 2024 . |
| Clawback | SEC/NYSE-compliant clawback policy adopted in 2023; not triggered through 2024 . |
| Hedging/pledging | Prohibited for directors/officers under Insider Trading Policy . |
Employment Terms
| Plan/Agreement | Key terms | Pour-specific quantifications (12/31/2024) |
|---|---|---|
| Executive Severance Plan (pre-CIC) | If involuntarily terminated without cause (no CIC): 12 months base salary; AIP for full year subject to actual results; 12 months COBRA differential; outplacement up to $25K . | Termination without cause total estimated $1,667,158 (includes $625,000 separation, $526,125 AIP based on actual 2024 results, pro rata equity, benefits, vacation, outplacement) . |
| Change in Control Severance Plan (double-trigger) | CIC + qualifying termination: 2x (salary + target bonus) for executives; pro rata target bonus; full vest of equity (PSUs at target); COBRA differential for two years; outplacement up to $25K; no excise tax gross-up (best-net cutback) . | CIC + termination total estimated $4,145,535, including separation payment $2,187,500; AIP $468,750 (pro rata target); PSAs $679,589; RSUs $692,467; benefits, vacation, outplacement . |
| Equity award provisions | Without cause/death/disability/retirement: RSUs prorated; PSAs prorated and settle based on actual performance; At CIC (while employed): RSUs nonforfeitable; PSAs vest at target (or per plan/CIC rules) . | As summarized at left . |
| Deferred compensation | Restoration Plan eligibility begins 2025 for Pour . |
Performance & Track Record
- Dana strategic reset (Off-Highway divestiture process, organizational restructuring and $300M annualized cost-savings commitment, electrification integration) initiated November 2024; management states shareholders were rewarded with a significant share price increase accompanying these actions .
- 2024 pay-versus-performance context for Dana: net income (loss) ($57)M, Adjusted EBITDA $885M, company TSR value $71 (peer group TSR $189) on a $100 base; interim CEO CAP disclosed; Non-CEO NEO CAP averages provided for context .
- Pour joined Dana in July 2024; as President, Commercial Vehicle Systems, he leads a core business where the aftermarket business was integrated as part of simplifying structure .
Compensation Governance and Shareholder Feedback
- Say-on-Pay: 90% support at the 2024 annual meeting; company maintains ongoing engagement and made program refinements to align with strategy and goals .
- Benchmarking peer group: 22 companies across autos/industrial comparables used for 2024 pay design and levels .
Detailed Vesting and Outstanding Equity (Pour)
| Award | Grant date | Vesting schedule | Unvested/Unearned at 12/31/2024 | Market value detail |
|---|---|---|---|---|
| RSUs | 7/22/2024 | 1/3 annually on each grant anniversary | 59,902 | $692,467 (at $11.56) |
| PSAs (target) | 7/22/2024 | 3-year performance (2024–2026); cliff vest | 58,788 target | $679,589 market value shown for 200% max scenario basis |
Compensation Structure Analysis
- Mix and risk: A substantial portion of Pour’s target pay is variable and equity-based (AIP and LTIP); 2024 included a one-time $750K hiring bonus plus standard LTIP (RSUs/PSAs) grants on hire .
- Metric alignment: 2024 AIP centered on profitability, cash generation, and net new business; 2024 LTIP added ROIC to sharpen focus on capital efficiency alongside Adjusted FCF and Relative TSR; PSAs payout 0–200% of target .
- Discretion/adjustments: Individual AIP component paid at 200% for Pour (and select peers) to recognize contributions to CEO transition and $300M cost roadmap; corporate financial payouts followed preset curves (weighted 90.3% for financial metrics) .
Equity Ownership & Alignment (Skin-in-the-Game)
| Measure | Status |
|---|---|
| Shares beneficially owned (2/25/2025) | 0; none pledged; policy bars pledging/hedging . |
| Unvested equity | Meaningful unvested RSUs/PSAs create forward alignment and retention . |
| Ownership guidelines | SVPs at 2x salary (effective Feb 2025), 5-year attainment window; NEOs exceeded/met/on track in 2024 . |
Employment Terms (Retention Risk, Protections)
- No individual employment agreement disclosed for Pour; covered by Executive Severance Plan and CIC Plan with double-trigger vesting and severance; no excise tax gross-up; best-net cutback applies .
- Quantified severance economics as of 12/31/2024 show moderate protections and benefits consistent with market norms for SVPs (see Employment Terms table) .
Investment Implications
- Alignment and retention: Significant unvested RSUs and PSAs, plus 2x salary ownership guideline (5-year runway), promote retention and long-term alignment; pledging/hedging prohibitions and a robust clawback add governance strength .
- Incentive design: 2024 AIP and LTIP metrics directly target EBITDA/FCF growth, ROIC, and competitive TSR, consistent with the company’s value-creation plan and restructuring; Pour’s 200% individual AIP payout in 2024 reflects management’s emphasis on execution against the $300M cost-savings and structural changes .
- Change-in-control economics: Double-trigger vesting and severance at 2x (salary+target bonus) for Pour balance retention with shareholder protections (no gross-ups), with quantified outcomes illustrating moderate cost under downside risk scenarios .
- Early-tenure ownership: Beneficial ownership shows 0 shares as of Feb 2025, which is not unusual for a mid-2024 hire and is mitigated by substantial unvested equity and ownership policy timelines .