Diarmuid B. O’Connell
DANAAbout Diarmuid B. O’Connell
Diarmuid B. O’Connell, 61, has served as an independent director of Dana Incorporated since 2018. He is Chair of the Technology & Sustainability Committee and a member of the Audit Committee, bringing deep electrification and corporate strategy experience from Tesla (2006–2017) and prior roles in government and industry .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tesla, Inc. | VP, Business & Corporate Development; executive team member | Jul 2006–Sep 2017 | Led OEM partnerships and EV ecosystem strategy |
| Fair (vehicle subscription) | Chief Strategy Officer; Global Head of Business Development & Partnerships | Jan 2018–Apr 2019 | Growth strategy for digital auto subscriptions |
| U.S. State Department | Chief of Staff for Political-Military Affairs | Not disclosed | Policy/operational support to U.S. military |
| Accenture | Corporate strategy consultant | Not disclosed | Strategy and operations advisory |
| Real Time Learning | Co-founder (educational software) | Not disclosed | Early-stage product/market development |
| McCann Erickson Worldwide; Young & Rubicam | Senior executive | Not disclosed | Marketing leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Albemarle Corporation | Director | Current | EV materials exposure; industry expertise |
| VolvoCars AB | Director | Current | OEM perspective; electrification |
| Clarios LLC | Director | Current | Battery ecosystem; energy storage |
Board Governance
| Attribute | Detail |
|---|---|
| Independence | Independent; Board annually affirms independence of all non-management directors including O’Connell |
| Committees | Audit Committee member; Technology & Sustainability Committee Chair |
| Attendance | All directors attended ≥75% of aggregate Board/committee meetings (Board: 18; Committees: 23 total). Tech & Sustainability met 4; Audit met 9; Compensation met 5; Nominating & Governance met 5 (committee counts contextual) |
| Years of Service | Director since 2018 |
| Lead Independent Director | Keith E. Wandell (chairs executive sessions of non-management directors) |
Fixed Compensation (Non-Employee Director)
| Component | Amount ($) |
|---|---|
| Annual Board retainer (cash) | 130,000 |
| Audit Committee member fee | 10,000 |
| Technology & Sustainability Committee chair fee | 20,000 |
| Cash fees earned (2024 actual) | 160,000 (sum above) |
Performance Compensation (Director Equity and Company Metrics)
| Item | Detail |
|---|---|
| Annual Director RSU grant (standard structure) | $165,000 grant value; annual award equivalent to 12,359 RSUs granted Feb 14, 2024; vested in full on Feb 14, 2025; subject to accelerated vesting on death/disability/age 73/change-in-control |
| O’Connell 2024 Stock Awards (reported) | $169,969 (includes dividend equivalents) |
| O’Connell outstanding stock awards at 12/31/2024 | 12,784 RSUs (including dividend equivalents) |
| Director stock ownership guideline | 5x annual cash retainer = $650,000; all directors met or are on track within 5 years |
Performance metrics apply to executive compensation (contextual governance signal; directors do not have performance-based pay):
- Annual Incentive Plan metrics (NEOs): Adjusted EBITDA (40%), Adjusted Free Cash Flow (40%), Net New Business (20% of financial component; financials = 80% of AIP), plus 20% individual goals .
- LTIP metrics (NEOs): Pre-tax ROIC (40%), Adjusted Free Cash Flow (40%), Relative TSR vs S&P 1500 Autos & Components (20%) over 3 years .
Other Directorships & Interlocks
| Company | Sector | Potential Overlap/Conflict | Notes |
|---|---|---|---|
| Albemarle Corporation | Specialty chemicals; EV materials | Battery materials influential to EV supply chain; monitor any Dana relationships | Independence affirmed; no material director relationships disclosed beyond board service |
| VolvoCars AB | Automotive OEM | OEM perspectives; potential indirect customer overlap | No director-related party transactions disclosed; policy governs approvals |
| Clarios LLC | Energy storage (batteries) | Battery supply ecosystem; aftermarket relevance | No pledging/hedging permitted; independence affirmed |
Expertise & Qualifications
- Electrification and EV strategy leadership from Tesla executive team tenure .
- Corporate strategy, partnerships, and government policy experience (State Department, Accenture) .
- Technology and sustainability oversight as committee chair; relevant to cybersecurity and innovation governance .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (as of Feb 25, 2025) | 33,257 shares; less than 1% of class; none pledged |
| Outstanding stock awards (director RSUs) | 12,784 (includes dividend equivalents) |
| Shares outstanding (record date) | 145,724,477 (context for %; table denotes “*” <1%) |
Insider transactions (Form 4 filings):
| Date | Transaction | Security | Quantity/Result | Notes |
|---|---|---|---|---|
| Feb 20, 2024 | RSU grant; vests in 1 year | RSUs | Annual grant equivalent to 12,359 RSUs | Grant structure per director plan; vest Feb 14, 2025 |
| Jan 29, 2025 | Code J (asset division) | Common stock | Beneficially owned 20,473 after transaction | Division of assets per filing |
| Sep 2, 2025 | Dividend equivalent rights | DERs (economic equivalent of shares) | Notional credits | DERs credited with RSU awards |
Election support (April 2025 Annual Meeting):
| Item | Votes |
|---|---|
| Diarmuid B. O’Connell – For | 122,778,328 |
| Diarmuid B. O’Connell – Withheld | 1,791,166 |
Governance Assessment
- Board effectiveness: O’Connell chairs Technology & Sustainability and sits on Audit, aligning his EV/technology expertise with oversight of innovation, cybersecurity, and risk; Board met 18 times in 2024 and all directors met ≥75% attendance, supporting engagement .
- Independence and conflicts: Board affirmatively determined O’Connell is independent; Dana’s Related-Party Transactions Policy requires Audit Committee approval for transactions >$120k; no material director relationships disclosed and Section 16 filings were timely in 2024 (no delinquencies) .
- Compensation and alignment: 2024 director pay mix for O’Connell is balanced—$160,000 cash plus $169,969 equity; directors face 5x retainer stock ownership guidelines ($650,000) and no hedging/pledging is allowed, enhancing alignment and risk controls .
- Shareholder signals: Strong re-election support (~98.6% For vs Withheld) and prior year say-on-pay support (90% in 2024) indicate investor confidence in governance/compensation frameworks .
- RED FLAGS to monitor: External board roles in EV supply chain (Albemarle, Clarios) could create perceived conflicts if transactions emerge; Icahn agreement embeds board composition/committee participation rights—investors should monitor influence dynamics and potential decision constraints .