Douglas H. Liedberg
DANAAbout Douglas H. Liedberg
Douglas H. Liedberg (age 57) serves as Senior Vice President, General Counsel and Secretary, and Chief Compliance & Sustainability Officer at Dana Incorporated; he has been GC & Secretary since May 2017 and added Chief Compliance & Sustainability Officer in January 2020 after previously serving as Associate General Counsel (2008–2017) . Company performance context during his tenure shows mixed results: 2024 Adjusted EBITDA rose to $885M while net income was a loss of $57M; a $100 investment in Dana at 12/31/2019 was worth $71 at 12/31/2024, reflecting recent share price pressure despite operational actions in late 2024 . Management announced a focused strategy in November 2024 (divesting Off-Highway, $300M restructuring savings, tighter electrification focus) and cited “a significant increase in our share price” following these actions, with a 2026 Adjusted EBITDA margin goal of 9.5%–10.5% (ex-Off-Highway) .
Company performance (context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR – Value of $100 Investment | $108 | $129 | $87 | $87 | $71 |
| Net Income (Loss) ($M) | ($31) | $197 | ($242) | $38 | ($57) |
| Adjusted EBITDA ($M) | $593 | $795 | $700 | $845 | $885 |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dana Incorporated | Senior Vice President, General Counsel & Secretary; Chief Compliance & Sustainability Officer | 2017–Present (CCO since Jan 2020) | Senior legal, compliance, governance, and sustainability leadership supporting 2024 restructuring and strategy reset; achieved 200% of individual AIP component for contributions to $300M cost-savings roadmap |
| Dana Incorporated | Associate General Counsel | 2008–2017 | Supported corporate legal matters prior to promotion to GC |
External Roles
- No external directorships or outside roles disclosed for Mr. Liedberg in the proxy statement .
Fixed Compensation
| Component | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $572,500 | $600,000 | $620,000 |
| Annual Incentive Target (% of Salary) | — | 75% | 75% |
| LTIP Target (% of Salary) | — | 200% | 215% (increased for 2024) |
Multi-year compensation (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $572,500 | $600,000 | $620,000 |
| Stock Awards – Grant Date Fair Value ($) | $1,328,095 | $1,614,425 | $1,365,815 |
| Non-Equity Incentive Plan Compensation ($) | $335,514 | $769,205 | $521,916 |
| All Other Compensation ($) | $46,359 | $210,078 | $274,916 |
| Total ($) | $2,282,468 | $3,193,708 | $2,782,647 |
All Other Compensation, 2024 detail: 401(k) contribution $25,875; Restoration Plan credits $78,315; SERP change in value $168,444; life benefits $2,282 .
Performance Compensation
Annual Incentive Plan (AIP) Design
- 2024 AIP weighting: 80% company financial metrics (Adjusted EBITDA 40%; Adjusted FCF 40%; Net New Business 20%) and 20% individual performance goals; target opportunity 75% of salary .
- In 2024, Liedberg’s individual performance component was paid at the 200% maximum for contributions to the CEO transition and $300M cost-reduction plan .
2024 AIP metrics and payouts
| 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 | $481M | 103.7% |
| Weighted Financial Metrics Payout | — | — | — | — | — | 90.3% |
AIP payout amounts
| Year | AIP Award ($) |
|---|---|
| 2023 | $769,205 |
| 2024 | $521,916 |
Long-Term Incentive Program (LTIP)
- 2024 LTIP: 50% PSAs and 50% RSUs; PSAs measured on three-year performance (2024–2026): Pre-tax ROIC (40%), Adjusted FCF growth vs baseline (40%), Relative TSR vs S&P 1500 Autos & Components (20%); payout range 0%–200% .
- 2023 LTIP PSAs: Adjusted EBITDA growth, Adjusted FCF growth, and Relative TSR (2023–2025), 0%–200% .
- RSUs vest ratably over three years from grant date (generally granted each February) .
Key 2024 grants for Liedberg
| Award Type | Grant Date | Target/Granted | Vesting/Performance |
|---|---|---|---|
| PSAs (2024–2026) | Feb 13, 2024 | 50,416 target shares | Cliff vest after 3-year period; metrics/weights as above |
| RSUs (2024 grant) | Feb 13, 2024 | 53,218 units | Vest ratably on 1st, 2nd, 3rd anniversaries (2025–2027) |
Historical PSA outcome (ended 12/31/2024)
| PSA Cycle | Target Shares | Payout Shares |
|---|---|---|
| 2022–2024 | 25,535 | 17,312 (67.8% of target) |
Equity Ownership & Alignment
Beneficial ownership (as of Feb 25, 2025)
| Holder | Shares Beneficially Owned | Percent of Class | Pledged? |
|---|---|---|---|
| Douglas H. Liedberg | 141,781 | <1% | None; pledging prohibited |
Unvested and performance equity (as of 12/31/2024)
| Plan Year | RSUs Unvested (#) | RSUs MV ($) | PSAs (Unearned) (#) | PSAs MV ($) |
|---|---|---|---|---|
| 2024 | 52,157 | $602,935 (at $11.56) | 100,832 (max performance basis) | $1,165,618 |
| 2023 | 22,718 | $262,620 | 106,796 (max performance basis) | $1,234,562 |
| 2022 | 9,184 | $106,167 | 17,312 (actual earned) | $200,127 |
Ownership policy and alignment
- Stock ownership guidelines: 3x base salary for General Counsel; sale of shares upon vesting restricted until guidelines met; executives have five years to comply; company states all NEOs exceeded, met, or were on track as of 2024 .
- Hedging/pledging prohibited; robust clawback policy adopted in 2023 and not triggered to date .
- Deferred/retirement alignment: 2024 nonqualified plan credits and balances for Liedberg include Restoration Plan/SERP credits and an aggregate nonqualified balance of $1,305,687 at 12/31/2024 .
Vesting calendar and potential selling pressure
- RSUs granted Feb 13, 2024 vest on the 1st/2nd/3rd anniversaries (Feb 13 of 2025/2026/2027), creating recurring vest events; PSAs for 2024–2026 cliff vest after the performance period ends (2026) .
- 2023 RSUs continue vesting on Feb 14 of 2024/2025/2026; 2022 RSUs vest ratably through 2025 .
Employment Terms
Severance and Change-in-Control (CIC) economics (plan features)
- Executive Severance Plan: upon involuntary termination without cause (pre-CIC): 12 months of base salary, 12 months COBRA cost differential, and AIP based on actual results, plus up to $25,000 outplacement .
- CIC Plan (double trigger): equity vests (RSUs in full; PSAs at target), cash severance equals 2x salary+target bonus for most executives (3x for CEO; 3x for CFO); pro rata bonus; COBRA cost differential; no excise tax gross-ups (best-net cutback applies) .
- Hedging/pledging prohibited; clawback policy applies to incentive compensation .
Douglas H. Liedberg – illustrative payouts as of 12/31/2024
| Scenario | Cash Separation ($) | AIP ($) | PSAs ($) | RSUs ($) | Benefits ($) | Restoration Plan ($) | SERP ($) | Accrued Vacation ($) | Outplacement ($) | Total ($) |
|---|---|---|---|---|---|---|---|---|---|---|
| CIC + Qualifying Termination | $2,170,000 | $465,000 | $1,200,090 | $971,722 | $39,450 | $679,685 | $626,002 | $51,667 | $25,000 | $6,228,616 |
| Death/Disability | — | $521,916 | $805,905 | $428,229 | — | $679,685 | $626,002 | $51,667 | — | $3,113,404 |
| Termination Without Cause (No CIC) | $620,000 | $521,916 | $805,905 | $428,299 | $19,725 | $679,685 | $626,002 | $51,667 | $25,000 | $3,778,129 |
Contract status
- No individual employment agreement for Mr. Liedberg; he participates in the Executive Severance Plan and the double-trigger CIC Plan .
Investment Implications
- Pay-for-performance alignment: AIP and PSAs emphasize Adjusted EBITDA/FCF, ROIC, and Relative TSR, with LTIP entirely in equity; this ties compensation to profitability, cash generation, and shareholder returns, supporting alignment with investors .
- Retention vs selling pressure: Meaningful unvested RSUs and multi-year PSAs create retention hooks through 2027; however, RSU vestings around mid-February (e.g., Feb 13–14) could occasionally coincide with Form 4 sales for tax or diversification, worth monitoring each vesting window .
- Governance safeguards: Robust clawback policy; anti-hedging/pledging; no excise tax gross-ups; stock ownership guideline of 3x salary for the GC; company reports all NEOs were compliant or on track, limiting misalignment risks .
- Change-in-control incentives: Double-trigger severance and equity acceleration (target for PSAs) could influence executive decision-making in strategic reviews (e.g., Off-Highway divestiture), but the absence of gross-ups and use of cutbacks mitigate shareholder-unfriendly optics .
- Execution risk and opportunity: The late-2024 strategy (core on-highway focus, $300M cost actions, refined electrification) set a 2026 margin target that, if met, should improve pay outcomes and equity value; management states these moves drove a “significant increase” in share price post-announcement, signaling early investor receptivity but requiring sustained delivery to translate into TSR over the 2024–2026 PSA window .
- Shareholder sentiment: 2024 Say-on-Pay approval was 90%, indicating supportive investor stance on compensation design through the transition period .
Overall, Liedberg’s incentives are predominantly at risk and equity-based, with explicit focus on FCF and ROIC, strong ownership and clawback controls, and retention mechanisms that both align his interests with shareholders and create identifiable vesting windows for potential insider activity.