Dauch Corp (DCH): CFO Nathan R. Iles appointed

Events in this filing

Item 5.02 as filed

Item 5.02: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On October 7, 2026, the board of directors of Dauch Corporation ("Dauch") appointed Nathan R. Iles as Senior Vice President of Finance, effective November 2, 2026. Following an onboarding period and transition of responsibilities, Mr. Iles will succeed Christopher May as Chief Financial Officer on December 1, 2026. Mr. Iles, age 50, has served as Chief Financial Officer of Standard Motor Products (NYSE: SMP), a global light-duty and heavy-duty automotive supplier, since 2019. Prior to that role, he held the position of Vice President and Chief Financial Officer at UCI International Holdings, a global light and heavy-duty automotive supplier, from 2016 to 2019. Mr. Iles began his career providing audit and assurance services for both public and private companies at Ernst & Young.
Dauch and Mr. Iles entered into an offer letter, dated October 7, 2026 (the "Iles Offer Letter"), pursuant to which Mr. Iles will serve as Dauch's Senior Vice President of Finance beginning on November 2, 2026. Mr. Iles’ annual base salary will be $650,000. He will be entitled to participate in Dauch’s annual bonus program with an annual target bonus opportunity of 100% of his base salary and a target long-term incentive opportunity of 200% of base salary, subject to standard three-year vesting provisions.
In connection with the appointment to his new position, Mr. Iles was also granted (i) a performance equity incentive award with a target amount of 90,909 Dauch shares under the Dauch Corporation 2026 Inducement Omnibus Equity Incentive Plan, which are to be issued on or around November 2, 2026, (ii) restricted stock units with a target value of $500,000, subject to a one-year vesting period, which are to be issued on or around November 2, 2026, and (iii) a cash bonus of $375,000, payable in March 2027.
Mr. Iles does not have any family relationships with any of Dauch's directors or executive officers and is not a party to any transactions listed in Item 404(a) of Regulation S-K. Further, no arrangement or understanding exists between Mr. Iles or any other person pursuant to which Mr. Iles was selected as Senior Vice President of Finance.
The foregoing description of the Iles Offer Letter does not purport to be complete and is subject to, and qualified in its entirety by, the full text of such agreement. Dauch intends to file a copy of the Iles Offer Letter as an exhibit to its Annual Report on Form 10-K for the year ended December 31, 2026.
Concurrently, on December 1, 2026, Mr. May will transition into the role of Executive Vice President & Chief Administrative Officer. In this position, he will retain responsibility for the company’s Information Technology organization and assume executive oversight of the Human Resources organization.
Reflecting this realignment, Terri Kemp, who currently serves as Senior Vice President, Chief of Staff and HR, will retain the vital role of Senior Vice President, Chief of Staff, shifting her full focus toward achieving corporate initiatives and organizational alignment until her retirement at the end of 2026.
SECTION 7 - Regulation FD