Dauch (DCH) Proxy filing summary

Executive summary

• Completed the acquisition of Dowlais Group plc in February 2026, doubling size and expanding global reach as a driveline and metal forming supplier for the automotive industry.

• Reported 2025 sales of $5.8B, adjusted EBITDA of $743M (12.7% margin), and operating cash flow of $412M.

• Achieved margin growth and strong free cash flow despite a challenging North American production environment and global trade shifts.

• Secured major new business awards, including supplying electric drives and axles for Scout Motors and launching new programs for Dongfeng Mengshi and Skywell.

• Advanced sustainability initiatives, including net-zero emissions, renewable energy, and zero waste-to-landfill, with further details to be released in the 2025 Sustainability Report.

Voting matters and shareholder proposals

• Election of three directors to serve until 2029.

• Advisory vote on executive compensation (Say-on-Pay).

• Approval of Amended and Restated 2018 Omnibus Incentive Plan to increase share capacity by 9 million shares.

• Ratification of Deloitte & Touche LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 12 members, 11 of whom are independent; 5 new directors added since 2024.

• Board refreshment continued with the addition of directors from Dowlais and other strategic appointments.

• Lead Independent Director role and all committees (except Executive) comprised solely of independent directors.

• Board diversity: 41% diverse (33% gender, 8% ethnic/racial); average tenure 7 years.

• Robust governance practices include stock ownership requirements, anti-hedging/pledging, and proactive shareholder engagement.