Byron S. Foster
DANAAbout Byron S. Foster
Byron S. Foster (age 56) is Senior Vice President and President, Light Vehicle Systems at Dana Incorporated. He joined Dana in February 2021 as SVP and Chief Commercial, Marketing and Communications Officer and has led Light Vehicle Systems since July 2021; prior roles include CEO of Shield T3 (Sep 2020–Feb 2021) and EVP, Seating at Adient plc (Oct 2016–Feb 2019) . Company performance context during his tenure: in 2024 Dana reported Adjusted EBITDA of $885 million and a net loss of $57 million; the value of a $100 investment in Dana was $71 at year-end 2024 (peer group $189), while 2023 sales were $10.6 billion with improved profit vs 2022 as disclosed in the prior proxy .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dana Incorporated | SVP & President, Light Vehicle Systems | Jul 2021–Present | Leads consolidated Light Vehicle Systems segment following 2024 organizational changes . |
| Dana Incorporated | SVP & Chief Commercial, Marketing and Communications Officer | Feb 2021–Jul 2021 | Commercial leadership ahead of move to run Light Vehicle Systems . |
| Shield T3, LLC | Chief Executive Officer | Sep 2020–Feb 2021 | Led company prior to joining Dana . |
| Adient plc | EVP, Seating | Oct 2016–Feb 2019 | Senior P&L leadership in automotive seating . |
| Johnson Controls, Inc. | Senior executive roles (various) | Not disclosed (more than two decades combined with Adient) | Long-tenured operating leadership in mobility supply chain . |
Fixed Compensation
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary | $590,000 | $640,000 | $660,000 |
| AIP Target (% of Base Salary) | 75% | 75% | 75% |
| All Other Compensation (notable items) | $53,241 (incl. 401(k), life benefits) | $76,562 (incl. 401(k), life benefits) | $114,226 (401(k) $25,875; Restoration Plan credits $84,542; life benefits $2,269; spousal travel $1,540) |
Notes:
- 2025 base salary increases were foregone for NEOs as part of cost actions; 2024 salary shown above .
Performance Compensation
Annual Incentive Plan (AIP) – Design and 2024 Results
- AIP weights: Adjusted EBITDA 40%, Adjusted Free Cash Flow 40%, Net New Business 20%, with 20% on individual goals .
- 2024 company financial performance vs targets yielded weighted 90.3% payout for financial metrics; certain NEOs, including Foster, received 200% for individual performance due to execution on $300 million cost roadmap; Foster’s AIP award: $555,588 .
| Metric | Weight | Threshold | Target | Max | 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 Financial Payout | 80% | — | — | — | — | 90.3% |
Long-Term Incentive Program (LTIP)
- Mix: 50% PSAs (3-year cliff vest) and 50% RSUs (ratable over 3 years) .
- 2024 PSA metrics/weights: Pre-tax ROIC 40%, Adjusted Free Cash Flow growth 40%, Relative TSR vs S&P 1500 Autos & Components 20%; payout range 0–200% .
- 2024 grants to Foster: 59,909 target PSAs and 63,339 RSUs (grant date Feb 13, 2024) .
| PSA Cycle | Metric Weights | Target Shares | Vesting/Measurement |
|---|---|---|---|
| 2024–2026 | ROIC 40%; Adj. FCF growth 40%; Relative TSR 20% | 59,909 | 3-year performance period; cliff vest 0–200% of target . |
| RSU Grants | Grant Date | Shares Awarded | Vesting Schedule |
|---|---|---|---|
| 2024 RSUs | Feb 13, 2024 | 63,339 | Ratable on 1st/2nd/3rd anniversaries (2025–2027) . |
- Prior cycle payout: 2022 PSAs (2022–2024 cycle) paid at 67.8% of target; Foster received 20,071 shares vs 29,605 target .
| 2022–2024 PSA Results | Adjusted EBITDA | Adjusted Free Cash Flow | Relative TSR (percentile) | Weighted Payout |
|---|---|---|---|---|
| Achievement | See annual targets/actuals per year | See annual targets/actuals per year | 26th percentile | 67.8% |
| Foster: Target vs Payout (#) | 29,605 vs 20,071 | — | — | — |
- 2024 stock vested for Foster: 30,115 shares; value realized $401,812 (RSUs) .
Equity Ownership & Alignment
Beneficial Ownership and Guidelines
- Beneficial ownership (Feb 25, 2025): 77,536 shares; less than 1% of class .
- Hedging and pledging are prohibited; none of the listed insiders has pledged shares .
- Stock ownership guidelines: Senior Vice Presidents must hold 2x base salary (increased from 1x in Feb 2025); executives have 5 years to comply; NEOs met/exceeded or are on track .
| Item | Detail |
|---|---|
| Shares beneficially owned | 77,536; <1% of class . |
| Pledged shares | None; pledging prohibited . |
| Ownership guideline | 2x base salary for Senior VPs (effective Feb 2025) . |
| Compliance status | NEOs met/exceeded/on track per policy . |
Vested vs. Unvested/Unearned (as of Dec 31, 2024)
| Award Type | Grant Date | Unvested/Unearned Units | Vesting Terms |
|---|---|---|---|
| RSUs | Feb 15, 2022 | 10,647 | Ratable on grant anniversaries (2023–2025) . |
| RSUs | Feb 14, 2023 | 29,079 | Ratable on grant anniversaries (2024–2026) . |
| RSUs | Feb 13, 2024 | 61,977 | Ratable on grant anniversaries (2025–2027) . |
| PSAs (target) | Feb 14, 2023 | 82,846 unearned (max valuation shown at 200%) . | 3-year performance period; cliff vest . |
| PSAs (target) | Feb 13, 2024 | 119,818 unearned (max valuation shown at 200%) . | 3-year performance period; cliff vest . |
| PSAs (earned from 2022 cycle) | Feb 15, 2022 | 20,071 (earned at 67.8%) . | Settled per plan after performance period . |
Note: For PSA lines above, the “market/payout value” columns in the proxy reflect valuation conventions (e.g., 200% for 2023–2024 grants) rather than performance outcomes to date .
Signals for potential selling pressure
- RSUs vest annually each February for 2022–2024 grants; vesting can trigger tax-withholding sales upon settlement; hedging/pledging is prohibited and share sales are subject to insider trading policy and ownership guideline restrictions .
Employment Terms
Severance and Change-in-Control Economics (Foster)
- Executive Severance Plan (no CIC): 12 months’ base salary; AIP paid based on actual results; pro-rata equity vesting; lump-sum COBRA subsidy value for 12 months; outplacement up to $25,000 .
- Change-in-Control (double trigger): 2x (salary + target bonus); pro-rata target AIP; full vesting of RSUs and target PSAs; lump-sum COBRA subsidy for 2 years; outplacement $25,000 .
- Company states these arrangements include restrictive covenants and non-compete agreements; no excise tax gross-ups (280G best-net approach applies) .
| Scenario (as of 12/31/2024) | Cash Separation | AIP | Equity (RSUs) | Equity (PSAs) | Health/Other | Total |
|---|---|---|---|---|---|---|
| CIC + Qualifying Termination | $2,310,000 | $495,000 | $1,175,687 | $1,171,398 | $40,177 health; $181,044 Restoration; $55,000 vacation; $25,000 outplacement | $5,453,306 |
| Death/Disability | — | $555,588 | $520,662 | $782,092 | $181,044 Restoration; $55,000 vacation | $2,094,386 |
| Termination w/o Cause (No CIC) | $660,000 | $555,588 | $520,662 | $782,092 | $20,088 health; $181,044 Restoration; $55,000 vacation; $25,000 outplacement | $2,799,474 |
Additional governance provisions:
- Robust clawback policy compliant with SEC/NYSE rules; no triggers to date .
- Hedging/pledging prohibited .
- No related-party transactions for executive officers since Jan 1, 2024 .
- Section 16(a) filings for 2024 were timely for all insiders .
Compensation Structure Analysis
- Pay mix emphasizes at-risk performance pay: NEOs’ pay skewed to variable incentives; 50% of LTIP is performance-based PSAs tied to ROIC, FCF growth, and Relative TSR (3-year) .
- AIP individual component paid at 200% for select NEOs (including Foster) in 2024 to recognize cost-reduction execution amid CEO transition, while company financial metric payout was 90.3% of target .
- No excise tax gross-ups; double-trigger CIC vesting; independent consultant (Mercer) supports market benchmarking; say-on-pay approval 90% in 2024 .
Say-on-Pay, Peer Group, and Shareholder Feedback
- 2024 say-on-pay received 90% support .
- Peer group consists of 22 industrial/auto names (e.g., Adient, Lear, BorgWarner, Allison Transmission, Trane, Parker-Hannifin) used to target median pay positioning .
Investment Implications
- Alignment: Foster’s incentives are tightly linked to profitability (ROIC), cash generation (Adj. FCF growth), and shareholder returns (relative TSR), supporting pay-for-performance over multi-year horizons .
- Retention and overhang: Multi-year RSU and PSA schedules through 2027 provide retention but also create predictable vesting dates that can lead to tax-withholding sales; hedging/pledging bans and ownership guidelines mitigate misalignment .
- Change-in-control economics: Double-trigger severance of 2x salary+bonus and full vesting of equity is market-standard but materially valuable ($5.45M modeled at 12/31/24), which could influence negotiations in strategic events .
- Governance risk is low on disclosed factors: no pledging, compliant 16(a) filings, no related-party transactions, robust clawback policy, and strong say-on-pay support .