Timothy R. Kraus
DANAAbout Timothy R. Kraus
Senior Vice President and Chief Financial Officer of Dana Incorporated since December 2021; previously Senior Vice President of Finance and Treasurer (2017–2021) and Vice President of Finance and Treasurer (2016–2017). Age 56 as of February 25, 2025; over eight years in top finance roles at Dana, now in his fourth year as CFO . Company performance context during his tenure includes 2024 Adjusted EBITDA of $885 million and net loss of $57 million, with Company TSR value indicator at 71 vs. Peer Group TSR 189 for 2024, per pay-versus-performance disclosure . His pay program is tightly tied to profitability and cash generation: 2024 AIP weighted 80% on Adjusted EBITDA, Adjusted FCF and Net New Business, and LTIP PSAs weighted on ROIC (40%), Adjusted FCF (40%), and Relative TSR (20%) over 2024–2026 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dana Incorporated | Senior Vice President & Chief Financial Officer | Dec 2021–Present | Awarded maximum 200% on AIP individual goals for supporting CEO transition and expeditiously roadmapping $300M cost-reduction initiative; accountability for enterprise financial execution |
| Dana Incorporated | Senior Vice President of Finance & Treasurer | Jan 2017–Dec 2021 | Senior finance leadership and treasury oversight |
| Dana Incorporated | Vice President of Finance & Treasurer | Dec 2016–Jan 2017 | Transition to enterprise finance leadership |
External Roles
No external public company directorships or external roles disclosed for Kraus in the proxy’s executive officer biographies .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $600,000 | $725,000 | $800,000 |
| AIP Target (% of Base) | — | 100% | 100% |
Performance Compensation
2024 Annual Incentive Plan (AIP) – Metrics, Targets, Outcomes
| 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 | $481M | 103.7% |
| Weighted Financial Payout | 80% | — | — | — | — | 90.3% |
| Individual Performance | 20% | — | — | — | — | 200% (awarded) |
| Overall AIP Payout (% of Target) | — | — | — | — | — | 112.24% (derived from 0.8×90.3% + 0.2×200% using disclosed figures) |
| Actual AIP Paid ($) | — | — | — | — | — | $897,920 |
Long-Term Incentive Program (LTIP) Design and Grants
- 2024 PSA design: 3-year performance (2024–2026), metrics/weights: ROIC 40%, Adjusted FCF 40%, Relative TSR vs S&P 1500 Autos & Components 20%; 0–200% payout range .
- 2024 RSUs: vest ratably on the first, second, and third anniversaries of 2/13/2024 grant, subject to continued service .
| 2024 LTIP Grants (Grant date 2/13/2024) | Vehicle | Shares/Units | Grant-date Fair Value ($) |
|---|---|---|---|
| Timothy R. Kraus | Performance Share Award (target) | 90,771 | $1,199,993 |
| Timothy R. Kraus | Restricted Stock Units | 95,565 | $1,256,135 |
Historical PSA Outcomes (Performance period ended 12/31/2024)
| PSA Metric | Weight | Key Results | Achievement / Payout |
|---|---|---|---|
| Adjusted EBITDA (annual banked) | 40% | 2022 below threshold; 2023 $845M vs $745M target; 2024 $887M vs $890M target | Weighted contribution included in 67.8% overall payout |
| Adjusted Free Cash Flow (annual banked) | 40% | 2022 below threshold; 2023 ($25)M vs $234M target; 2024 $74M vs $0 target | Weighted contribution included in 67.8% overall payout |
| Relative TSR (percentile) | 20% | 26th percentile vs index | 5.7% credit |
| Overall 2022–2024 PSA Payout | — | — | 67.8% |
| Kraus PSA: Target vs Payout Shares | — | Target 33,452 | Payout 22,679 |
Multi‑Year Compensation Summary (SCT)
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $600,000 | $725,000 | $800,000 |
| Stock Awards | $1,621,879 | $2,157,831 | $2,456,128 |
| Non‑Equity Incentive Plan | $331,020 | $1,227,531 | $897,920 |
| All Other Compensation | $61,301 | $84,676 | $156,306 |
| Total Compensation | $2,614,200 | $4,195,038 | $4,310,354 |
Notes: 2024 All Other Compensation detail for Kraus includes $25,875 (401(k)), $126,190 (Restoration Plan credits), $2,567 (life benefits), $1,675 (business-related spousal travel) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (2/25/2025) | 98,531 shares; less than 1% of class; none pledged |
| Shares outstanding (record date) | 145,724,477 shares (for % calc) |
| Ownership as % of shares outstanding | ~0.07% (98,531 / 145,724,477; derived from disclosed figures) |
| Unvested RSUs (12/31/2024) | 93,906 units; market value $1,085,553 at $11.56 close |
| Unearned PSAs outstanding (12/31/2024) | 181,542 target units; disclosed market/payout value $2,098,626 (reflects max methodology per footnote) |
| Stock vested during 2024 | 37,977 shares; $513,115 value realized |
| Ownership guidelines | CFO requirement 5x base salary; RSUs and owned shares count (not unearned PSAs); executives have 5 years to comply; all NEOs exceeded/met/on track in 2024 |
| Hedging/Pledging policy | Hedging and pledging of Dana stock prohibited for officers; robust clawback policy adopted in 2023 (no triggers to date) |
Vesting and change-in-control mechanics:
- RSUs: ratable vesting over three years; prorated vesting on certain terminations; full vesting on change in control if employed at event .
- PSAs: remain eligible to vest pro rata on certain terminations based on actual performance; vest at target on change in control if employed at event .
Employment Terms
- No individual employment agreement for Kraus; he participates in Dana’s Executive Severance Plan and Change in Control Severance Plan (double-trigger) .
| Scenario (as of 12/31/2024) | Separation Payment (Cash) | Annual Incentive | PSAs | RSUs | Health/COBRA | Restoration Plan | Accrued Vacation | Outplacement | Total |
|---|---|---|---|---|---|---|---|---|---|
| Change in Control + Qualifying Termination | $4,800,000 (3x salary+target bonus per plan) | $800,000 (pro rata target) | $1,751,930 (vest at target) | $1,660,999 (vest in full) | $40,146 | $792,025 | $66,667 | $25,000 | $9,936,767 |
| Death/Disability | — | $897,920 | $1,080,351 (pro rata) | $699,565 (pro rata) | — | $792,025 | $66,667 | — | $3,536,528 |
| Termination Without Cause (No CIC) | $800,000 (12 months salary) | $897,920 (based on actual results) | $1,080,351 (pro rata) | $699,565 (pro rata) | $20,073 | $792,025 | $66,667 | $25,000 | $4,381,601 |
Plan features:
- Double-trigger CIC; CFO multiple is 3x salary+target bonus; pro rata AIP; full equity vesting (PSAs at target); two years subsidized COBRA; no excise tax gross-up; best-net approach (for Kraus, paying excise tax yields better after-tax outcome than cutback) .
Compensation Structure Analysis
- Cash vs equity mix: In 2024, salary $800k, stock awards $2.456M, and cash incentive $897,920; over half of total pay is equity-based and at-risk, consistent with pay-for-performance .
- Program evolution: 2024 LTIP increased focus on capital efficiency (ROIC) and FCF, removing Adjusted EBITDA from LTIP to reduce redundancy with AIP . Kraus’s LTIP target increased from 275% to 300% of base salary in 2024 to maintain mid‑point market positioning for CFOs ; 2023 AIP target increased from 75% to 100% of base salary .
- AIP outcomes and discretion: 2024 financial metric payout was 90.3% while the Compensation Committee awarded 200% on the individual component for Kraus in recognition of CEO transition support and cost-reduction planning; overall payout ≈112% of target ($897,920 vs. $800,000) .
- Governance controls: Robust clawback policy (SEC/NYSE-compliant), anti-hedging/pledging, double‑trigger CIC, independent consultant (Mercer), and strong ownership guidelines .
Related Party Transactions and Governance
- Related-party transactions: None involving executive officers since January 1, 2024 .
- Say-on-Pay: 90% approval at 2024 annual meeting .
- Compensation Committee and consultant: Mercer engaged; independence affirmed; committee oversaw peer benchmarking, ownership guidelines, and program design; 2024 committee membership changes disclosed .
Performance & Track Record Indicators
- 2022–2024 PSA payout at 67.8% reflects under-target performance across EBITDA, FCF, and Relative TSR components; Kraus’s award paid 22,679 shares vs 33,452 target .
- 2024 AIP financial measures were near target (weighted 90.3%), and Kraus received maximum individual performance score for strategic transition execution and cost actions .
- Pay-versus-performance context shows 2024 Company TSR indicator at 71, Peer Group TSR 189; net loss ($57M) and Adjusted EBITDA $885M .
Investment Implications
- Alignment: Material equity exposure (unvested RSUs and PSAs; 98,531 owned shares; CFO ownership guideline 5x salary) plus anti‑hedging/pledging and clawback promote alignment with long-term value creation .
- Vesting/selling pressure: RSUs vest ratably over the next two years (for the 2024 grant), creating periodic liquidity windows; PSAs cliff vest post-2026, concentrating potential supply then .
- Retention and change-in-control economics: Double‑trigger CIC with 3x multiple for CFO and full equity vesting at target strengthens retention but could influence negotiations in strategic events; no excise tax gross‑up mitigates shareholder concerns .
- Execution risk and targets: Shift to ROIC and FCF in LTIP heightens discipline on capital allocation and cash generation; 2022–2024 PSA under‑target outcome and 2024 TSR underperformance emphasize the need for improved returns; AIP design (Net New Business) supports revenue pipeline quality .
- Shareholder dynamics: Presence of Icahn Group designees and 13D stake underscores ongoing shareholder pressure and engagement, a potential catalyst for operational and portfolio actions .