Olivia Nelligan
DANAAbout Olivia Nelligan
Olivia Nelligan (age 50) was appointed to Dana Incorporated’s Board of Directors on October 22, 2025; she will receive standard non‑employee director compensation and serve on both the Audit and Compensation Committees . She is EVP, Chief Financial Officer, and Chief Strategy Officer of CHS Inc., and previously served as CEO of Nasco, LLC, after more than a decade with Kerry Group plc as global chief financial and strategic planning officer for its Taste & Nutrition division . She holds a bachelor’s in civil law and a higher diploma in business and financial information systems (University College Cork), and an MBA (University of Wisconsin–Madison); she is a Fellow of Chartered Accountants Ireland and an associate member of the Institute of Taxation in Ireland . The 8‑K states there are no transactions requiring disclosure under Item 404(a) related to her appointment .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| CHS Inc. | EVP, CFO & Chief Strategy Officer | Current (as of Oct 2025) | Oversees finance and strategic planning |
| Nasco, LLC | Chief Executive Officer | Not disclosed (prior to CHS) | Led company transformation and growth (as described) |
| Kerry Group plc (Taste & Nutrition) | Global Chief Financial & Strategic Planning Officer | 10+ years (prior to Nasco; specific dates not disclosed) | Global finance and strategy leadership |
External Roles
| Organization | Role | Tenure | Committees / Notes |
|---|---|---|---|
| Ardent Mills (JV of CHS; leading flour milling and ingredients manufacturer) | Director | Current (as of Oct 2025) | Affiliation via CHS joint venture |
Board Governance
- Committee assignments: Audit Committee (member) and Compensation Committee (member) .
- Committee leadership (2024/early 2025 structure for context): Audit Chair – Michael J. Mack, Jr.; Compensation Chair – Bridget E. Karlin; Nominating & Corporate Governance Chair – Keith E. Wandell; Technology & Sustainability Chair – Diarmuid B. O’Connell .
- Independent oversight: All four standing committees are comprised entirely of independent directors; the Board regularly holds executive sessions led by the Lead Independent Director .
- Meetings and attendance baseline (2024): 18 Board meetings and 23 committee meetings; all directors met at least 75% attendance; Technology & Sustainability met 4x; Audit met 9x; Compensation met 5x; Nominating & Corporate Governance met 5x .
- Independence/related party: Her appointment disclosure notes no Item 404(a) related‑party transactions .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual Board Cash Retainer | $130,000 | Increased from $120,000 to $130,000 for 2024 to align with peers |
| Lead Independent Director Premium | $50,000 | If applicable |
| Committee Chair Fees | Audit: $25,000; Compensation: $20,000; Governance: $20,000; Tech & Sustainability: $20,000 | Paid in cash |
| Committee Member Fees | $10,000 per committee | Paid in cash |
| Deferred Compensation Election | May defer cash retainer into fully‑vested RSUs credited quarterly; settled at separation or CIC | RSUs credited at quarter‑end price; fully vested on grant |
Performance Compensation
| Equity Component | Grant Size / Vehicle | Vesting / Accelerators | Performance Metrics |
|---|---|---|---|
| Annual Director Equity | $165,000 in RSUs (e.g., 12,359 RSUs granted Feb 14, 2024; vested Feb 14, 2025) | Full vesting after ~12 months; accelerated on death, disability, reaching mandatory retirement age (73), or change in control | None (time‑based RSUs; no performance metrics) |
| Plan Provisions / Clawback | 2021 Omnibus Plan allows recoupment for detrimental conduct; 12‑month minimum vesting (5% pool exception) | Clawback framework aligns with broader policy | N/A |
Director stock ownership guideline: 5x annual cash retainer ($650,000) within 5 years; company counts owned shares and outstanding RSUs toward compliance .
Other Directorships & Interlocks
| Company / Organization | Relationship to Dana | Potential Interlock / Conflict Consideration |
|---|---|---|
| Ardent Mills (JV of CHS) | No Dana transaction disclosed; not a Dana competitor | Board seat via CHS JV; 8‑K states no Item 404(a) related‑party transactions for Nelligan |
Expertise & Qualifications
- Finance and strategy leader: CFO & Chief Strategy Officer of CHS; prior CEO experience; extensive global finance and commercial leadership .
- Credentials: Fellow of Chartered Accountants Ireland; Associate Member, Institute of Taxation in Ireland .
- Education: BCL (civil law) and Higher Diploma (business & financial information systems), University College Cork; MBA, University of Wisconsin–Madison .
- Committee fit: Assigned to Audit and Compensation, aligning with finance/strategy background .
Equity Ownership
- As of the 2025 proxy record date (Feb 25, 2025), director/share ownership tables do not include Nelligan (appointed Oct 2025) .
- Hedging and pledging of Dana stock are prohibited for directors .
- Director ownership guideline: 5x retainer ($650,000) within 5 years .
Governance Assessment
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Strengths for investor confidence
- Finance‑centric appointment to Audit and Compensation Committees enhances oversight of financial reporting and pay‑for‑performance alignment .
- No related‑party transactions disclosed on appointment; standard independent committee composition practices apply .
- Director pay mix balances cash and equity; 2024 adjustments (+$10k cash, +$15k equity) aimed at peer alignment; robust 5x retainer ownership guideline supports alignment .
- Anti‑hedging/pledging and clawback provisions mitigate misalignment and misconduct risk .
-
Watch items / monitoring points
- Attendance and engagement data will be available in the next proxy cycle; baseline Board/committee cadence is high (18 Board; Audit 9; Comp 5 in 2024) .
- External role at CHS/Ardent Mills merits ongoing related‑party review, though none disclosed at appointment .