Bridget E. Karlin
DANAAbout Bridget E. Karlin
Bridget E. Karlin, 68, has served as an independent director of Dana Incorporated since 2019. She is currently retired, with prior senior technology leadership roles at Kaiser Permanente (SVP, Information Technology, 2021–2024), IBM (Global Managing Director, Global CTO and VP, 2017–2021), and Intel (General Manager, 2011–2017) . She brings over 30 years of advanced technology, AI, cloud, security, and executive management experience; she also serves as a director of LyondellBasell (LYB) since 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kaiser Permanente | Senior Vice President, Information Technology | 2021–2024 | Oversaw enterprise IT at an integrated managed healthcare consortium |
| IBM Corporation | Global Managing Director; Global Chief Technology Officer; Vice President | 2017–2021 | Led advanced hardware/software, cloud computing leveraging AI, open source, and security |
| Intel Corporation | General Manager | 2011–2017 | Senior operating leadership in advanced technology businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| LyondellBasell (LYB) | Director | Since 2024 | Public company directorship; committee assignments not disclosed in Dana proxy |
Historical interlock note: Virginia A. Kamsky (former Dana director, resigned 2024) also served on LyondellBasell’s Board, creating an historical shared directorship prior to her departure .
Board Governance
| Year | Independence | Director Since | Audit Committee | Compensation Committee | Nominating & Governance | Technology & Sustainability |
|---|---|---|---|---|---|---|
| 2025 | Yes | 2019 | Member: Diarmuid O’Connell, Ernesto Hernández, Brett Icahn; Chair: Michael J. Mack Jr. (Karlin not a member) | Chair: Bridget E. Karlin; Members: Christian A. Garcia, Michael J. Mack Jr. | Chair: Keith E. Wandell (Karlin not a member) | Member: Bridget E. Karlin; Chair: Diarmuid B. O’Connell |
| 2024 | Yes | 2019 | Not a member | Chair: Bridget E. Karlin; Members included Ernesto M. Hernández, Steven D. Miller (composition shifted mid-year) | Not a member | Member: Bridget E. Karlin; Chair: Diarmuid B. O’Connell |
- Board and Committee Meetings in 2024: Board met 18 times; Committees met 23 times; Tech & Sustainability met 4 times; all directors attended at least 75% of aggregate meetings; all directors attended the prior Annual Meeting, with Hernández attending virtually .
- Dana Board currently nominates nine directors; eight are independent; mandatory retirement at 73 can be waived (applied to Lead Independent Director Keith Wandell, 75) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Director Cash Retainer (2024) | $130,000 | Increased from $120,000 to align with peer group |
| Lead Independent Director Premium | $50,000 | Role-based premium |
| Audit Committee Chair | $25,000 | Chair fee |
| Audit Committee Member | $10,000 | Membership fee |
| Compensation Committee Chair | $20,000 | Chair fee (Karlin) |
| Compensation Committee Member | $10,000 | Membership fee |
| Governance Committee Chair | $20,000 | Chair fee |
| Governance Committee Member | $10,000 | Membership fee |
| Technology & Sustainability Chair | $20,000 | Chair fee |
| Technology & Sustainability Member | $10,000 | Membership fee (Karlin) |
Director-specific 2024 actuals:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Bridget E. Karlin | $158,434 | $169,969 | $328,403 |
Structure vs. actual: Based on Karlin’s roles in 2024 (Compensation Committee Chair + Technology & Sustainability Committee Member), the structure implies $130,000 + $20,000 + $10,000 = $160,000 cash; actual cash fees were $158,434, reflecting timing/proration details noted in the proxy .
Performance Compensation
| Grant Date | RSUs Granted | Vest Date | Grant Date Fair Value ($) | Vesting/Triggers |
|---|---|---|---|---|
| Feb 14, 2024 | 12,359 RSUs | Feb 14, 2025 | $169,969 (Karlin’s 2024 stock awards) | Annual RSU grant under 2021 Plan; accelerates upon death, disability, reaching mandatory retirement age (73), or change in control |
- Director equity is time-based RSUs; no performance metrics (TSR/revenue/EBITDA) are tied to non-employee director grants in the proxy .
- Outstanding stock awards (incl. dividend equivalents) as of Dec 31, 2024: Karlin 12,784 units .
Other Directorships & Interlocks
| Company | Role | Overlap/Interlock | Current Status |
|---|---|---|---|
| LyondellBasell (LYB) | Director | Historical shared directorship at LYB with former Dana director Virginia A. Kamsky (resigned 2024) | Active since 2024 |
Expertise & Qualifications
- Advanced technology leadership: AI, cloud computing, open source, security, hardware/software; executive management and financial/business experience .
- Technology & Sustainability oversight experience at Dana, including cybersecurity risk oversight through committee service .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial Shares (as of Feb 25, 2025) | 42,150 | Less than 1% of outstanding shares |
| RSUs (Deferred Retainer) | 0 | No directors deferred the annual retainer in 2024 |
| Outstanding Stock Awards (incl. DEUs) at 12/31/2024 | 12,784 | Per director stock awards table |
| Shares Pledged | None | No pledging by persons listed in the table |
| Ownership Guidelines | 5x annual cash retainer = $650,000 | Assessment includes shares and unvested RSUs; all directors met or were on track in 2024 |
Compensation Structure Analysis
| Year | Cash Retainer | Equity Grant (RSUs) | Change |
|---|---|---|---|
| 2023 | $120,000 | $150,000 | Baseline prior year |
| 2024 | $130,000 | $165,000 | Increased to maintain peer alignment; other elements unchanged |
- Consultant and process: Compensation Committee considered CEO/CHRO input and Mercer data; committee signs off CD&A inclusion; Karlin authored the committee report as Chair (Mar 3, 2025) .
- Committee composition changes: Karlin succeeded Michael J. Mack Jr. as Chair during 2024; members included Hernández and Steven D. Miller; Christian A. Garcia joined in Feb 2025 .
Related-Party Transactions and Conflicts
- Policy: Audit Committee pre-approval required for related party transactions exceeding $120,000; annual independence certifications and immediate disclosure obligations; Board uses categorical independence standards; related-party transactions policy available on Dana’s website .
- 5%+ holders context: Icahn Capital LP holds ~9.85%; BlackRock ~17.0%; Vanguard ~11.19%; Dimensional ~6.4%; Nomura ~5.3%—activist/strategic holder presence increases scrutiny of compensation/governance decisions .
Governance Assessment
- Positives: Independent director; Compensation Committee Chair; strong technology/cyber expertise aligned with Technology & Sustainability oversight; attendance threshold met at Board/committee level; no share pledging; ownership guidelines in place (5x retainer) and met/on track .
- Watchpoints: RSU grants accelerate upon change in control for directors—common, but some investors view accelerated vesting as less aligned with pay-for-performance; historical shared LYB directorships merit monitoring for any future related-party exposure; significant 5%+ holders (e.g., Icahn) heighten governance expectations .
- Committee leadership continuity: Karlin’s mid-2024 succession to Compensation Chair indicates governance adaptability; continued independence of committee membership is affirmed by NYSE standards .
Overall signal: Karlin’s profile (Compensation Chair plus deep technology oversight experience) supports investor confidence in pay governance and risk oversight; equity ownership and non-pledging further align interests, with no disclosed related-party transactions involving her in the proxy .