Keith E. Wandell
DANAAbout Keith E. Wandell
Keith E. Wandell, 75, is Dana’s Lead Independent Director (since December 2019) and Chair of the Nominating & Corporate Governance Committee; he has served on Dana’s Board since 2008 and is deemed independent under NYSE rules . He is the former Chairman and CEO of Harley-Davidson, Inc. (CEO 2009–2015; Chairman 2012–2015) and previously served as President & COO of Johnson Controls, Inc., bringing deep operating, automotive, and governance experience to Dana . The Board waived its mandatory retirement age for Mr. Wandell (age 75) to maintain continuity during the CEO search and transformation, citing his leadership and ongoing involvement as Lead Independent Director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Harley-Davidson, Inc. | President & CEO; Chairman | CEO: May 2009–May 2015; Chairman: 2012–May 2015 | Led global OEM through economic/industry cycles; governance experience as Chair |
| Johnson Controls, Inc. | President & COO; EVP; President of Automotive & Battery Division | President & COO: Jul 2006–May 2009; EVP: Aug 2003–Jul 2006; Division President: Aug 2003–Jul 2006 | Large-scale operations, automotive/battery domain expertise |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Dover Corporation | Director | Current | Committee roles not disclosed in Dana proxy |
| Harley-Davidson, Inc. | Director | Prior | Former board member; also former Chairman & CEO |
| Exide Technologies | Chairman of the Board (past) | Prior | Governance leadership role |
| Constellation Brands, Inc. | Director (prior) | Prior | Prior board service |
Board Governance
- Independence and roles: Independent director; Lead Independent Director since Dec 2019; Chair, Nominating & Corporate Governance Committee .
- Committee assignments (2024–2025 slate): Chair, Nominating & Corporate Governance; not listed on Audit, Compensation, or Technology & Sustainability in current roster .
- Lead Independent Director authorities: Calls and presides over executive sessions, approves Board agendas/meeting materials, coordinates independent directors, serves as liaison with Chair/CEO; role enhanced in 2024 (elected solely by independent directors; explicit approval authority over agendas/materials) .
- Attendance: Board held 18 meetings and committees held 23; all directors attended at least 75% of aggregate meetings of the Board and their committees .
- Retirement age waiver: Board waived age-73 guideline for Mr. Wandell (age 75) for continuity during CEO search/transformational period .
- Shareholder communications: Shareholders may write directly to Mr. Wandell (Non-Management Directors) or the full Board via the Corporate Secretary; he chairs executive sessions of non-management directors .
Fixed Compensation (Director)
| Component | 2024 Policy Amount | Notes |
|---|---|---|
| Annual cash retainer (Director) | $130,000 | Standard non-employee director cash retainer |
| Lead Independent Director premium | $50,000 | Additional cash retainer for LID |
| Governance Committee Chair fee | $20,000 | Cash premium for committee chair role |
| Meeting fees | Not listed | Not specified beyond retainers/premiums |
| 2024 Actuals (Wandell) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 200,934 |
| Total cash compensation | 200,934 |
Notes: The standard structure implies $130k + $50k + $20k; the reported $200,934 reflects earned cash under the program (minor variance often reflects timing/proration/other cash components) .
Performance Compensation (Director)
| Instrument | Grant date | Grant value ($) | Units/Structure | Vesting | Acceleration |
|---|---|---|---|---|---|
| RSUs (annual grant) | Feb 14, 2024 | 169,969 | Equivalent to 12,359 RSUs (company-wide annual grant) | Vest in full on Feb 14, 2025 | Accelerated upon death, disability, reaching mandatory retirement age (73), or change in control |
Additional features:
- Directors may elect to defer a percentage of cash retainer into fully vested RSUs (delivered after board service or upon change in control); ownership guideline for directors is 5x cash retainer ($650,000) within five years; all directors had met or were on track in 2024 .
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Current public-company boards | Dover Corporation |
| Prior public-company boards | Harley-Davidson, Constellation Brands |
| Private/other | Past Chairman, Exide Technologies |
| Committee interlocks | Company disclosed no Compensation Committee interlocks in 2024 (board-level disclosure) |
Expertise & Qualifications
- Automotive/industrial leadership: Former CEO/Chair of Harley-Davidson; former President & COO of Johnson Controls; prior leadership in automotive and battery divisions .
- Governance leadership: Lead Independent Director (since 2019); previously non-executive Chairman of Dana (Sept 2016–Dec 2019); Chair of Nominating & Corporate Governance .
- Board oversight: Robust LID remit, including agenda/materials approval and executive sessions leadership, underpinning independent oversight in a combined Chair/CEO structure .
Equity Ownership
| Holder | Beneficial Shares | RSUs (deferred) | Shares acquirable in 60 days | % of Class | Pledged |
|---|---|---|---|---|---|
| Keith E. Wandell | 87,617 | 0 | 0 | <1% | None |
Additional alignment:
- Director ownership guideline: 5x annual cash retainer ($650,000) target within five years; all directors had met or were on track in 2024 .
- Hedging/pledging: Company policy prohibits hedging and pledging by non-employee directors .
Governance Assessment
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Strengths
- Independent leadership: Strong LID authority (agenda/materials approval, executive sessions) and active chairmanship of Nominating & Governance reinforce oversight in a combined Chair/CEO model .
- Engagement: Board/committee cadence was high (18/23 meetings) with ≥75% attendance by all directors; LID leads regular executive sessions and maintains direct shareholder communication channel .
- Alignment: Director pay structure blends cash and time-based RSUs (no options), supplemented by ownership guidelines and hedging/pledging prohibitions; Wandell holds 87,617 shares with no pledging .
-
Potential red flags / watch items
- Retirement-age waiver: Board waived the age-73 retirement guideline to retain Wandell (age 75); rationale is continuity during CEO search/transformational actions. Waivers merit ongoing scrutiny by investors for succession and refreshment discipline .
- Activist dynamics: Icahn Agreement/Amendment provides the Icahn Group with board and process rights while their designees serve; not a Wandell-specific conflict, but relevant to governance dynamics and committee compositions (Nom/Gov chaired by Wandell) .
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Additional signals
- Independence affirmed annually; Wandell listed among independent directors .
- Section 16 compliance: Company reports directors complied with filing requirements in 2024 (no delinquencies) .
- Director compensation changes in 2024: Cash retainer increased to $130,000 and annual equity grant to $165,000 to align with peers (Wandell’s reported grant value $169,969) .
Overall, Wandell’s long-tenured industry leadership, robust LID role, and chairmanship of Nominating & Governance support board effectiveness and investor confidence; investors should continue to monitor board refreshment given the retirement-age waiver and the ongoing activist settlement framework .