Ernesto M. Hernández
DANAAbout Ernesto M. Hernández
Independent director of Dana Incorporated since 2022; age 67. Retired former President & Managing Director of General Motors de Mexico (2011–2019), with deep mobility industry expertise across product engineering, manufacturing, program management, sales, marketing, and aftermarket. Currently serves on the Audit and Nominating & Corporate Governance committees; independence affirmed by the Board. He attended the company’s annual meeting virtually last year, and all directors met at least 75% attendance across Board and committees in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| General Motors de Mexico | President & Managing Director (responsible for operations in Mexico, Central America, Caribbean) | Jun 2011 – Aug 2019 | Veteran mobility executive; broad operational leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Constellation Brands, Inc. | Director | Current | Public company board |
| BRP Inc. | Director | Current | Public company board (powersports) |
| Grupo KUO S.A.B. de C.V. | Director | Prior | Prior board service |
| DINE, S.A.B. de C.V. | Director | Prior | Prior board service |
Board Governance
- Committee assignments (2025): Audit Committee (member), Nominating & Corporate Governance Committee (member) .
- 2024 committee history: Served on the Compensation Committee during 2024 alongside Bridget E. Karlin (Chair), Michael J. Mack Jr., and Steven D. Miller (R. Bruce McDonald rotated off when appointed interim CEO) .
- Independence: The Board affirmed Hernández is independent under NYSE standards; eight of nine directors are independent .
- Attendance: 18 Board and 23 committee meetings in 2024; all directors met ≥75% aggregate attendance; Hernández attended last year’s annual meeting virtually .
- Lead Independent Director oversight: Robust lead independent role (Keith E. Wandell) with agenda approval, executive sessions, and annual election by independent directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Fees Earned (Cash) | $150,000 | Includes Board retainer and committee fees (detail not itemized) |
| Director RSU Grant (Grant-date FV) | $169,969 | Annual equity grant under 2021 Plan |
| Total | $319,969 | Sum of cash + stock awards |
Director compensation structure (Dana 2024):
- Cash retainer: $130,000; Lead Independent premium: $50,000; Committee Chair fees: Audit $25,000, Compensation $20,000, Governance $20,000, Tech & Sustainability $20,000; Committee Member fees: $10,000 each .
- Equity: Annual RSU grant $165,000 (equivalent to 12,359 RSUs granted Feb 14, 2024; vest Feb 14, 2025; prorated for new directors) .
Performance Compensation
| Equity Vehicle | Grant | Vesting | Notes |
|---|---|---|---|
| RSUs (Directors) | 12,359 RSUs (typical 2024 grant) | Vest in full one year after grant (Feb 14, 2025) | Dividend equivalents accrue but no dividends on unearned awards |
| Outstanding Stock Awards (Hernández) | 12,784 units | N/A (aggregate outstanding RSUs incl. dividend equivalents) | As of 12/31/2024 |
Dana does not use performance-conditioned equity for directors; RSUs are time-based with minimum 12-month vesting, and dividends are not paid on unearned awards .
Other Directorships & Interlocks
| Company | Relationship to Dana | Potential Interlock |
|---|---|---|
| Constellation Brands, Inc. | Unrelated consumer staples | None disclosed |
| BRP Inc. | Powersports OEM | None disclosed |
| Grupo KUO S.A.B. de C.V.; DINE, S.A.B. de C.V. | Prior boards | None disclosed |
- Compensation Committee interlocks: Company states no interlocks where a Dana executive sits on another company’s compensation committee, and committee members (including Hernández in 2024) were independent .
Expertise & Qualifications
- Veteran mobility-industry executive; extensive knowledge of product engineering, manufacturing, planning, program management, sales/marketing, aftermarket .
Equity Ownership
| Item | Value |
|---|---|
| Beneficial Shares Owned | 19,406 shares (as of Feb 25, 2025) |
| Ownership % of Outstanding | <1% (*) |
| RSUs Credited via Deferred Elections | 0 |
| Outstanding Director Stock Awards | 12,784 units |
| Shares Pledged as Collateral | None (company disclosure: no pledging by listed persons) |
| Director Stock Ownership Guideline | 5x annual cash retainer = $650,000 |
| Compliance Status | All directors had met or were on track in 2024 |
Governance Assessment
-
Strengths
- Independence affirmed; multi-committee service (Audit; Nominating & Corporate Governance), including prior Compensation Committee service in 2024—supports broad governance oversight .
- Attendance and engagement acceptable; virtual attendance at annual meeting; Board uses executive sessions led by Lead Independent Director .
- Alignment: Director equity via RSUs and ownership guidelines (5x retainer) drive skin-in-the-game; hedging/pledging prohibited .
- No related-party transactions or Section 16(a) delinquencies noted for directors in aggregate; policy framework for related-party review is robust .
-
Pay and incentives context
- Year-over-year adjustment: 2024 director cash retainer increased to $130,000 (from $120,000) and equity grant to $165,000 to align with peers—modest pay inflation but framed as market alignment .
- Director awards are time-based RSUs (no performance metrics), consistent with market norms; no dividends on unearned awards—a shareholder-friendly feature .
-
Potential watch items
- Multiple external public boards (Constellation Brands, BRP) may increase time commitments; no conflicts disclosed, but monitor for overlaps with suppliers/customers .
- Activist influence: Icahn Agreement affects Board size, committee access, and rights while Icahn maintains stakes; governance dynamics should be monitored, though not specific to Hernández .
-
RED FLAGS
- None disclosed specific to Hernández: independence affirmed; no pledging; no related-party exposure identified; Section 16(a) compliance reported .
Appendix: Committee Meeting Frequency (Context)
- Audit Committee: 9 meetings in 2024
- Compensation Committee: 5 meetings in 2024
- Nominating & Corporate Governance Committee: 5 meetings in 2024
- Technology & Sustainability Committee: 4 meetings in 2024
Shareholder Feedback Context
- Say-on-pay approval: 90% of votes in favor at 2024 annual meeting; ongoing engagement noted .