Nora E. LaFreniere
DANAAbout Nora E. LaFreniere
Nora E. LaFreniere, 53, is Executive Vice President and General Counsel of Otis Worldwide, overseeing global legal operations, compliance, corporate secretary, IP, government relations, quality, and EHS, and leading business development and M&A strategy and execution; she holds a JD from the University of Notre Dame and a BA from UC San Diego, and joined Dana’s board in December 2024 as an independent director . She serves on Dana’s Nominating & Corporate Governance and Technology & Sustainability Committees; the Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otis Worldwide Corporation | Executive Vice President & General Counsel; leads Business Development/M&A | Current (no specific start date disclosed) | Oversees legal/compliance/secretary/IP/gov. relations/quality/EHS; sets M&A strategy and execution |
| United Technologies Corporation (UTC) | Vice President & General Counsel, Building & Industrial Systems; Vice President & General Counsel, UTC Climate Controls & Security | Not disclosed (prior roles) | Senior legal leadership across UTC business units |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| DirectWomen Board Institute | Member, Class of 2023 | 2023 | Governance pipeline program for women directors |
| YWCA | Academy of Women Achievers (honoree) | Not disclosed | Recognition for professional achievement |
| Other public company boards | None disclosed | — | No other public board service disclosed in proxy biography |
Board Governance
- Independence: The Board affirmatively determined LaFreniere is independent under NYSE standards .
- Committee assignments: Nominating & Corporate Governance and Technology & Sustainability; no chair roles .
- Attendance: Board met 18 times and committees 23 times in 2024; all directors attended at least 75% of aggregate meetings; Technology & Sustainability met four times .
- Engagement: Non-management directors hold regular executive sessions led by the Lead Independent Director (Keith E. Wandell) .
Fixed Compensation
Non-Employee Director Compensation Structure (2024)
| Element | Amount | Notes |
|---|---|---|
| Annual Board cash retainer | $130,000 | Increased from $120,000 to align with peers |
| Lead Independent Director premium | $50,000 | |
| Committee chair fees | Audit $25,000; Compensation $20,000; Governance $20,000; Tech & Sustainability $20,000 | |
| Committee member fees | $10,000 per committee | |
| Annual equity grant (RSUs) | $165,000 grant-date fair value | Under the 2021 Plan |
Nora E. LaFreniere – Realized 2024 Director Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees earned/paid in cash | $16,250 | Prorated due to December 2024 appointment |
| Stock awards (RSUs) | $30,287 | Prorated RSU award; standard annual grant vests Feb 14, 2025 |
| Total | $46,537 |
Additional director equity mechanics and ownership alignment:
- Annual grant equivalent to 12,359 RSUs vested Feb 14, 2025; LaFreniere received a prorated grant equivalent to 2,602 RSUs vesting on Feb 14, 2025; grants accelerate upon death, disability, mandatory retirement (age 73), or change in control .
- Director stock ownership guideline: 5× annual cash retainer ($650,000) within five years; directors either met or are on track .
- Optional cash retainer deferral into RSUs; RSUs fully vested at grant with payout upon board departure or change in control .
Performance Compensation
Director equity awards are time-based RSUs (no performance metrics apply to director grants).
| Grant Type | Grant Date | # RSUs | Vesting | Grant-Date Fair Value |
|---|---|---|---|---|
| Prorated Director RSU (LaFreniere) | 2024 (appointment in December) | 2,602 | Vested in full on Feb 14, 2025; accelerated on death, disability, age 73, or change in control | $30,287 |
| Standard Annual Director RSU (context) | Feb 14, 2024 | 12,359 | Vested in full on Feb 14, 2025 | $165,000 structure for 2024 |
No director performance metrics (e.g., EBITDA/TSR) are tied to director compensation; those metrics apply to executive LTIP/AIP programs, not non-employee director pay .
Other Directorships & Interlocks
| Person | External Affiliations Noted | Interlock Risk to Dana |
|---|---|---|
| Nora E. LaFreniere | Otis Worldwide EVP & GC; DirectWomen; YWCA honoree | No related-party transactions disclosed; Board independence affirmed |
Expertise & Qualifications
- Legal and compliance leadership across global industrial businesses; oversight of corporate secretary, IP, government relations, quality, and EHS .
- Business development and M&A leadership (strategy and execution), adding transactional depth to board oversight .
- Education: JD (Notre Dame) and BA (UC San Diego) .
- Recognitions: YWCA Academy of Women Achievers; DirectWomen Board Institute 2023 .
Equity Ownership
Beneficial Ownership as of February 25, 2025
| Holder | Shares Beneficially Owned | RSUs Credited (Deferred Retainer) | Shares Acquirable within 60 Days | % of Class | Notes |
|---|---|---|---|---|---|
| Nora E. LaFreniere | 2,602 | 0 | 0 | <1% | No pledging disclosed for directors/officers |
Director ownership policy:
- Guideline: $650,000 in stock (5× retainer) within five years; directors had met or are on track in 2024 .
- Hedging and pledging prohibited under Insider Trading Policy; clawback and forfeiture provisions exist under equity plans .
Governance Assessment
- Committee placement aligns with skill set: Governance and Technology & Sustainability leverage her legal/compliance and innovation/cyber oversight capabilities; both committees are fully independent .
- Independence and conflicts: The Board affirmed her independence; the company discloses robust related-party transaction review and approval procedures; no related-party transactions disclosed involving directors .
- Attendance/engagement signal: Board (18 meetings) and committees (23) met frequently in 2024; all directors met ≥75% attendance; T&S convened four times—supports active oversight cadence .
- Compensation and alignment: Standard, market-aligned director pay mix (cash retainer plus RSUs) with strong ownership guideline (5× retainer) and deferral option; no performance pay or meeting fees, limiting short-term incentives and potential misalignment .
- RED FLAGS: None identified—no pledging, no hedging, no related-party transactions disclosed for directors; independence affirmed .
Citations: All quantitative and qualitative information above is sourced from Dana Incorporated’s 2025 Definitive Proxy Statement (DEF 14A) dated March 14, 2025.