Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.

On December 1, 2021, Dana Incorporated ("Dana") announced the appointment of Timothy R. Kraus as Senior Vice President and Chief Financial Officer. Mr. Kraus succeeds Jonathan M. Collins, who will be leaving Dana to become CFO of Clarivate plc (NYSE: CLVT), a world-leading information and analytics provider. Mr. Collins will continue with Dana through December 15, 2021, to assist with the transition.

Mr. Kraus, 52, an officer of the company with more than a decade of experience at Dana, most recently served as Senior Vice President of Finance and Treasurer since 2016. In this role, he was responsible for Dana's global treasury operations, including corporate liquidity, cash and risk management, and Dana's banking and ratings agency relationships. In addition, Mr. Kraus led Dana's tax and business development activities.

In his new role, Mr. Kraus will be entitled to:

• $600,000 annual base salary;






     •    An annual bonus of 75% of his annual base salary upon the achievement of
          target-level performance;




     •    Annual grants beginning with the 2022 long term incentive program under
          Dana's 2021 Omnibus Incentive Plan to be valued at 250% of his annual
          base salary to be granted on the same date as other senior executives;




     •    Two annual grants of Restricted Stock Units totaling $200,000. $100,000
          granted on December 8, 2021 and vesting on the first anniversary of his
          date of promotion; and $100,000 granted on the first anniversary date of
          his date of promotion and vesting on the second anniversary of his date
          of promotion; and




     •    All of Dana's benefit plans or arrangements in effect from time to time
          with respect generally to senior executives, including Executive
          Severance Policy and Change in Control Severance Policy.

A copy of Dana's press release related to this appointment is attached as Exhibit 99.1 to this report and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following item is filed with this report.





Exhibit No.       Description

99.1                Dana Incorporated Press Release dated December 1, 2021

104               Cover Page Interactive Data File (embedded within the Inline XBRL
                  document).

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