Michael J. Mack, Jr.
DANAAbout Michael J. Mack, Jr.
Independent director since 2018 (age 68 as of Feb 25, 2025). Former Senior Vice President & CFO of Deere & Company; later President, Worldwide Construction & Forestry; then Group President overseeing John Deere Financial Services, Global HR and Public Affairs—bringing deep finance and operating expertise. Designated the Board’s “audit committee financial expert,” currently chairs the Audit Committee and serves on the Compensation Committee.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Deere & Company | Group President, John Deere Financial Services, Global HR & Public Affairs | Oct 2014 – Nov 2016 | Enterprise leadership across finance, HR, public affairs (global oversight) |
| Deere & Company | President, Worldwide Construction & Forestry Division | Jun 2009 – Oct 2014 | Led global off-highway equipment segment operations |
| Deere & Company | Senior Vice President & Chief Financial Officer | Jan 2006 – May 2009 | Corporate finance leadership; SEC reporting and capital allocation |
| Deere & Company | Vice President & Treasurer | Jun 2004 – Jan 2006 | Treasury, capital markets, liquidity management |
| Deere & Company | Senior VP, Marketing & Administration, Worldwide Commercial & Consumer Equipment Division | 1999 – 2004 | Commercial leadership; marketing and administration |
| Deere & Company (earlier roles) | Engineering, purchasing, manufacturing, marketing, dealer systems, business development | Various | Cross-functional operating and commercial experience |
External Roles
- No other public company directorships disclosed in the current proxy biography.
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Michael J. Mack, Jr. is independent. |
| Committees (2024–2025) | Audit Committee – Chair; Compensation Committee – Member. |
| Committee leadership history | Served as Compensation Committee Chair for part of 2024; stepped down as Chair later in 2024 but remained a member. |
| “Audit Committee Financial Expert” | Board designated Mack as the Audit Committee financial expert. |
| Meeting cadence | Audit met 9x in 2024; Compensation met 5x; Governance met 5x; Tech & Sustainability met 4x. |
| Attendance | All directors attended at least 75% of aggregate Board and committee meetings in 2024. |
| 2025 election support | Votes “FOR” 122,748,353; “WITHHOLD” 1,821,141 at 2025 AGM. |
Fixed Compensation
| Year | Cash Fees ($) | Equity Grant ($) | Equity Units Granted/Outstanding | Vesting |
|---|---|---|---|---|
| 2024 | 164,217 | 169,969 | Annual grant equivalent to 12,359 RSUs; 12,784 RSUs outstanding at 12/31/24 (incl. dividend equivalents) | Annual director RSUs granted 2/14/24; vest in full on 2/14/25 |
- Structure (2024): Board retainer $130,000; Audit Chair premium $25,000; Compensation Committee member $10,000; other elements unchanged. Mack’s cash total reflects pro-rata committee leadership changes during 2024.
- Director stock ownership guideline: 5x annual cash retainer ($650,000). All directors either met or are on track to meet the guideline.
Performance Compensation
Directors do not receive performance-based pay; equity is time-based RSUs (no options), with no dividends paid on unvested performance awards and a prohibition on hedging/pledging to protect alignment.
| Compensation Feature | Applies to Non-Employee Directors | Notes |
|---|---|---|
| Performance metrics (revenue/EBITDA/TSR) | No | Director comp is cash retainer + time-based RSUs; metrics apply to executives, not directors. |
| Stock options | No | No options granted to directors; RSUs used; no repricing/exchanges. |
| Hedging/Pledging | Prohibited | Company policy bans hedging and pledging for directors and officers. |
| Clawback | Executive-focused; equity plan includes recoupment provisions | Equity plans authorize recoupment for detrimental conduct. |
Other Directorships & Interlocks
- Compensation Committee Interlocks: None—no member (other than the interim CEO once appointed) served as an officer of Dana in 2024; no cross-committee interlocks with other companies’ executives.
- Icahn Group governance agreement: Board composition and certain committee participation rights for Icahn designees; amended Jan 23, 2025. Signal of active shareholder oversight; not a related-party transaction for Mack.
Expertise & Qualifications
- Former public company CFO (Deere), providing deep capital markets, reporting, controls, and audit oversight experience; designated Audit Committee financial expert.
- Significant operating leadership in off-highway and construction/forestry businesses—relevant to Dana’s markets and risk profile.
- Committee leadership breadth (Audit Chair; prior Compensation Chair) supports board effectiveness in financial oversight and pay governance.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 53,730 shares as of Feb 25, 2025. |
| RSUs outstanding (director awards) | 12,784 at 12/31/24 (includes dividend equivalents). |
| Shares pledged | None; policy prohibits pledging. |
| Ownership guideline | 5x annual cash retainer ($650,000); all directors met or are on track. |
| Section 16 compliance | All directors/officers complied with reporting requirements in 2024. |
Governance Assessment
- Strengths: (i) Financial expert Audit Chair with prior CFO experience enhances financial reporting oversight; (ii) Service on Compensation Committee and prior Chair role supports rigorous pay governance; (iii) Independence affirmed; no related-party transactions disclosed; (iv) Equity retainer plus robust 5x retainer ownership guideline and anti-hedging/pledging policy align director and shareholder interests.
- Shareholder signals: Strong support for Mack’s 2025 election (122.7M “FOR” vs. 1.8M “WITHHOLD”). Say‑on‑pay advisory passed (97.7M “FOR” vs. 26.8M “AGAINST”). Shareholder proposal for an independent chair did not pass (31.9M “FOR” vs. 92.6M “AGAINST”), with the Board maintaining a combined Chair/CEO structure offset by a robust Lead Independent Director role.
- Risk/Red flags: None observed specific to Mack—no attendance issues (≥75% threshold met for all directors), no pledging, no related‑party transactions disclosed, and Section 16 compliance in good order. Continued Board-level attention warranted on activist agreement dynamics and leadership structure amid CEO transition, though these are not specific to Mack.