R. Bruce McDonald
DANAAbout R. Bruce McDonald
R. Bruce McDonald, 64, is interim Chairman of the Board, President and Chief Executive Officer of Dana Incorporated since November 25, 2024 and has served on Dana’s board since 2014 . Previously CEO of Adient plc (2016–2018) and Vice Chairman/CFO of Johnson Controls (2005–2014), he brings deep automotive operations, finance, and M&A experience . Under his leadership, Dana initiated an Off-Highway divestiture, a company-wide restructuring targeting $300 million annualized savings, and set a 2026 Adjusted EBITDA margin target of 9.5%–10.5% (ex- Off-Highway), noting a significant share price increase since announcing these actions . In 2024, Dana reported Adjusted EBITDA of $885 million, a net loss of $57 million, and company TSR of $71 vs. peer TSR of $189 on an initial $100 basis .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Adient plc | Chairman & Chief Executive Officer | Oct 2016 – Jun 2018 | Led global automotive supplier; CEO experience in parts and operations |
| Johnson Controls, Inc. | Executive Vice President & Vice Chairman; EVP & Chief Financial Officer; Assistant CFO; VP & Corporate Controller | 2001 – 2016 | Financial leadership in global manufacturer; informed risk/finance oversight |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Andrew Peller Limited | Chairman of the Board | Current | Ongoing public company board leadership |
Fixed Compensation
| Component | 2024 | Notes |
|---|---|---|
| Base Salary ($) | $135,417 | Partial-year CEO start in late Nov 2024; Offer letter sets annual base at $1,300,000 |
| Annualized Base ($) | $1,300,000 | Per offer letter while serving as interim CEO |
| Stock Awards ($) | $10,399,995 | Grant of 1,217,798 RSUs on 11/25/2024; one-year vest |
| All Other Compensation ($) | $14,613 | Includes $10,156 401(k), $3,663 living expense, $794 life benefits |
Performance Compensation
McDonald does not participate in Dana’s Annual Incentive Plan (AIP) or 2024 PSAs due to the interim nature of his appointment; his 2024 long-term award consisted solely of RSUs that vest after one year .
Company AIP metrics and 2024 outcomes (applicable to other NEOs):
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout (% of Target) |
|---|---|---|---|---|---|---|
| Adjusted EBITDA | 40% | $786M | $925M | $1,018M | $879M | 83.3% |
| Adjusted Free Cash Flow | 40% | ($89)M | $50M | $143M | $24M | 90.7% |
| Net New Business | 20% | $243M | $485M | $790M | $481M | 103.7% |
| Weighted Financial Payout | 80% | — | — | — | — | 90.3% |
Long-term PSAs (for NEOs other than McDonald): 3-year metrics and weights: Pre-tax ROIC 40%, Adjusted Free Cash Flow 40%, Relative TSR 20% .
Equity Ownership & Alignment
| Item | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 74,779 | Shares owned; no pledge noted (company states none of listed persons pledged shares) |
| Ownership as % of Shares Outstanding | ~0.05% | Calculated: 74,779 / 145,724,477 (record-date shares outstanding) |
| Unvested RSUs | 1,217,798 | Granted 11/25/2024; vest on one-year anniversary |
| Options Outstanding | 0 | No options outstanding in equity plans (company-wide) |
| CEO Stock Ownership Guideline | 8x base salary | Executives met/exceeded or are on track to meet guidelines |
| Hedging/Pledging Policy | Prohibited | No hedging or pledging allowed for directors/officers |
| Clawback Policy | Robust; SEC/NYSE-compliant | No triggers reported since 2023 adoption |
Employment Terms
| Term | Details |
|---|---|
| Appointment & Term | Interim Chairman & CEO effective 11/25/2024; initial one-year term, extendable in one-month increments by mutual agreement |
| Base Salary | $1,300,000 while interim CEO |
| Incentives | One-time grant of 1,217,798 RSUs in lieu of other short/long-term incentives; vest on one-year anniversary, subject to continued Board service and certain termination protections |
| Severance (No CIC) | If involuntarily terminated without cause (or not re-nominated/removed from Board) during initial term: salary through remainder of initial one-year term paid over 12 months plus full acceleration of unvested RSUs |
| Change-in-Control | No cash separation; RSUs vest in full upon CIC with qualifying termination per plan provisions |
| Death/Disability | No separation payments; RSUs forfeited per offer letter |
| AIP Participation | Not a participant |
Board Governance
Board service and roles:
- Director since 2014; interim Chairman and CEO since Nov 2024; previously chaired Dana’s Audit Committee and Nominating & Corporate Governance Committee .
- Independence: Not independent; 8 of 9 current directors are independent .
- Committees: Served on Compensation Committee for part of 2024 before becoming CEO; current committees for McDonald: none .
- Board & committee attendance: In 2024, the Board held 18 meetings and committees held 23; all directors attended ≥75% of the aggregate meetings of the Board and their committees .
Dual-role implications and governance structure:
- Shareholder proposal sought an independent Chair given stock performance; Board recommended “AGAINST,” emphasizing a strong Lead Independent Director role and flexible leadership structure during transformation and CEO search .
- Lead Independent Director (Keith Wandell) has robust authority over sessions, agendas, and liaison duties, elected solely by independent directors annually .
Director Compensation
| Component | 2024 Amount |
|---|---|
| Fees Earned or Paid in Cash ($) | $162,184 |
| Stock Awards ($) | $169,969 |
| Total ($) | $332,153 |
| Note: Effective Jan 1, 2025, while serving as interim CEO, McDonald no longer receives additional Board compensation; his prior director equity awards continue per award agreements . |
Pay Versus Performance (Company Context)
| Metric | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| Company TSR (Value of $100) | $108 | $129 | $87 | $87 | $71 |
| Peer Group TSR (Value of $100) | $120 | $152 | $138 | $180 | $189 |
| Net Income (Loss) ($MM) | ($31) | $197 | ($242) | $38 | ($57) |
| Adjusted EBITDA ($MM) | $593 | $795 | $700 | $845 | $885 |
Compensation Structure Analysis
- Pay mix and interim design: McDonald’s interim compensation is largely equity-based via a single-year RSU grant with no AIP/PSA participation, increasing guaranteed compensation vs. at-risk pay compared to the standard CEO design .
- Company practices: No excise tax gross-ups; double-trigger CIC vesting; robust clawback; no hedging/pledging; no dividends on unvested awards; median targeting against a defined peer group .
Compensation Peer Group (Benchmarking)
Dana targets median of a 22-company peer group spanning auto components and diversified industrials: Adient, Allison Transmission, American Axle, Aptiv, BorgWarner, Dover, Eaton, Emerson, Flowserve, Fortive, Goodyear, Illinois Tool Works, Ingersoll Rand, LCI Industries, Lear, Oshkosh, Parker-Hannifin, Rockwell Automation, Terex, Timken, Trane Technologies, Visteon; Allanison added; Cummins removed post-Meritor acquisition .
Say-on-Pay & Shareholder Feedback
- 2024 Say-on-Pay approval: 90% of votes cast supported Dana’s executive compensation program .
Risk Indicators & Red Flags
- Positive: SEC/NYSE-compliant clawback (no triggers); anti-hedging/pledging; no related-party transactions by executives since Jan 1, 2024; no excise tax gross-ups; double-trigger CIC vesting .
- Governance watch: Combined CEO/Chair role and shareholder push for independent chair; mitigated by strong Lead Independent Director and independent committees .
- Vesting event watch: One-year cliff vest of 1,217,798 RSUs on 11/25/2025 may create event-driven liquidity considerations for share supply (award and vesting terms disclosed) .
Investment Implications
- Alignment and incentives: McDonald’s one-year RSU with full acceleration upon certain separations or CIC provides retention during transition but reduces performance linkage vs. PSA/AIP structures; near-term focus rests on executing restructuring, Off-Highway divestiture, and margin targets .
- Governance and oversight: Dual role raises independence concerns cited by shareholders; Dana’s enhanced Lead Independent Director framework and independent committees partially mitigate, but governance risk persists until permanent CEO selection and leadership structure are reset .
- Dilution and overhang: Equity plan amendment adds 1,900,000 shares; company overhang about 7.77% at Dec 31, 2024 and three-year average burn rate 1.36%, indicating active use of equity for incentives—monitor for dilution vs. performance outcomes .
- Trading signals: Monitor the 11/25/2025 RSU vesting date and any CIC-related vesting triggers; execution against 2026 Adjusted EBITDA margin targets (9.5%–10.5%, ex- Off-Highway) remains the key fundamental driver .