Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

On January 4, 2022, the Board of Directors (the "Board") of Dana Incorporated (the "Company") appointed Ernesto M. Hernández to the Board effective immediately.

Mr. Hernández, 63, is a veteran mobility-industry executive with extensive knowledge of product engineering, manufacturing, planning, program management, sales, marketing, and the aftermarket. He recently retired from General Motors after a 40-year career culminating in the role of president and managing director of General Motors, Mexico. Mr. Hernández also serves on the boards of BRP Inc., the recreational products business previously owned by Bombardier Inc.; and Constellation Brands, Inc., a producer of beers, wines, and distilled spirits.

Mr. Hernández will receive the same compensation for his services as will be consistent with that of the Company's other non-employee directors. There are no arrangements or understandings between Mr. Hernández and any other persons pursuant to which Mr. Hernández was selected as a director, and there are no transactions in which Mr. Hernández has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Also, the Company announced today that Raymond E. Mabus, Jr., will not stand for re-election at the Company's 2022 Annual Meeting of Shareholders and will retire from the Board, effective the date of the Company's 2022 Annual Meeting of Shareholders.

A copy of the Company's press release regarding the actions above is being filed as Exhibit 99.1 to this report.

Item 9.01 Financial Statements and Exhibits.

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





Exhibit
  No.       Description

99.1          Dana Incorporated Press Release dated January 4, 2022

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




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