DEF 14A of Modine Manufacturing Co
Filed Jul 9, 2025 · FY20250001558370-25-009149
ITEM 1 – ELECTION OF DIRECTORS
ITEM 1 – ELECTION OF DIRECTORS The Board of Directors (the “Board of Directors” or the “Board”) of Modine Manufacturing Company (the “Company,” “Modine,” “we” or “our”) nominated four current members of the Board, Neil D. Brinker, Katherine C. Harper, David J. Wilson, and Mark Bendza, to stand for election at the 2025 Annual Meeting of Shareholders (the “Annual Meeting”). If elected, each director would serve until the 2028 Annual Meeting of Shareholders and the election of his or her successor. The persons appointed as proxies will vote “FOR” the election of these nominees unless instructions to the contrary are given to them. The nominees have indicated they are willing to serve as directors. While it is not anticipated that any of the nominees will be unable to take office, if that happens, the proxies will vote “FOR” the substitute nominee(s) designated by the Board of Directors. The Company’s Amended and Restated Articles of Incorporation provide that the Board of Directors shall be divided into three classes, as nearly equal in number as possible, serving staggered three-year terms. The Board of Directors currently consists of ten members, with one class consisting of four directors and two classes consisting of three directors each. In accordance with the Company’s Bylaws, a director shall hold office until (i) the end of such director’s term and until the director’s successor shall have been elected, (ii) there is a decrease in the allowable number of directors, or (iii) his or her death, resignation, or removal. Vacancies may be filled by the shareholders or the remaining directors. See Selection of Nominees to the Board of Directors below. The Company’s Bylaws require that each director retire at the close of the term in which he or she attains the age of 72 years, unless exempted from it by a resolution passed by a two-thirds vote of the Board of Directors.
2025 Nominees for Director
2025 Nominees for Director Based upon the recommendation of the Governance Committee, the Board approved the nominations of Neil D. Brinker, Katherine C. Harper, David J. Wilson, and Mark Bendza for election as directors. Ms. Harper, Mr. Wilson, and Mr. Bendza are considered independent under the New York Stock Exchange (“NYSE”) corporate governance listing standards. Mr. Brinker is not considered independent due to his position as President and CEO of the Company. Mr. Bendza was recommended as a director by a third-party search firm following an independent search process, and he was appointed to the Board in October 2024. Mr. Brinker, Ms. Harper, and Mr. Wilson were last elected to the Board in 2022, at which time they each received the support of over 95 percent of the votes cast.
Director Resignation Bylaw
Director Resignation Bylaw Under the Company’s Bylaws, if an incumbent director fails to receive the affirmative vote of a majority of votes cast in an uncontested election, such director is required to promptly tender his or her resignation to the Board. The Governance and Nominating Committee will then recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the recommendation of the Governance Committee and publicly disclose its decision, and the rationale behind its decision, within 90 days from the date of the certification of the results of the election.
The Board of Directors recommends a vote “FOR”
The Board of Directors recommends a vote “FOR” Neil D. Brinker, Katherine C. Harper, David J. Wilson, and Mark Bendza. Directors in an uncontested election are elected by a majority of the votes cast by holders of shares of the Company’s common stock entitled to vote in the election at a shareholder meeting at which a quorum is present. Because abstentions and broker non-votes are not considered votes cast, they will not have an effect on the vote.
The Board of Directors recommends a vote “FOR”
| Nominees for Election as Directors with Terms Expiring in 2028: | | | | Neil D. Brinker Age 49 Director since 2020 | Current Position: Experience: | President and Chief Executive Officer of Modine since 2020. Prior to joining Modine, Mr. Brinker was President and Chief Operating Officer of Advanced Energy Industries, Inc. (“AE”) since May of 2020, and joined AE in June of 2018 as its Executive Vice President & Chief Operating Officer. Before joining AE, Mr. Brinker served as a Group President at IDEX Corporation from July 2015 to June 2018 after holding leadership roles at IDEX from April of 2012 to July 2015. Mr. Brinker also held numerous management roles at Danaher Corporation from 2007 to 2012, as well as various operations roles at General Motors from 2001 to 2007. | | Specific Attributes and Skills for Mr. Brinker: | | | | Expertise | Discussion of Skills and Attributes | | | Business Operations Leadership | Mr. Brinker serves as President and Chief Executive Officer of the Company. He has obtained substantial business operations leadership experience through his roles at AE, IDEX and Danaher. | | | Relevant Industry Experience | As an Executive Officer of AE, and a business leader at both IDEX and Danaher, Mr. Brinker has significant experience in leading and transforming diversified industrial companies. | | | Global Business Experience | At AE, IDEX and Danaher, and now as President and Chief Executive Officer of Modine, Mr. Brinker’s responsibilities have included global oversight of P&L, operations, M&A, human capital, and strategy. | | | Strategic Planning and Execution Expertise | In addition to his direct responsibility for M&A activity at AE, IDEX and Danaher, Mr. Brinker has extensive experience in both setting and overseeing the execution of strategy and growth for diversified industrial companies. | |
The Board of Directors recommends a vote “FOR”
| Katherine C. Harper Age 62 Director since 2022 | Current Position: Experience: | Retired. Ms. Harper retired as Chief Financial Officer of BDP International, a private global logistics and transportation solutions company. Ms. Harper served in this capacity from 2019 until her retirement in 2022. Prior to BDP International, Ms. Harper served as Chief Financial Officer of AgroFresh Solutions, a global public agricultural solutions provider, where she oversaw Finance, Strategy, Business Development, and Investor Relations. She was also previously SVP and Chief Financial Officer of Tronox, a global public chemicals and mining company, and held various senior roles with Rio Tinto Group, one of the world’s largest metals and mining corporations. | | | Public Company Directorships: | Sasol Limited (South Africa); Venator Materials, PLC (a public company until 2024) | | Specific Attributes and Skills for Ms. Harper: | | | | Expertise | Discussion of Skills and Attributes | | | Global Business Experience | Ms. Harper has had a distinguished financial career across many global industries including chemicals, mining, industrial manufacturing, distribution, and security services. | | | Financial Expertise | Ms. Harper is a financial expert with extensive experience in compliance, assurance, and enterprise risk management. In addition, Ms. Harper also serves as a member of the audit committee of Sasol. | | | Corporate Governance Expertise | In her role as Chief Financial Officer of BDP International, Ms. Harper gained significant experience implementing effective corporate governance practices. Ms. Harper currently serves as the Chairperson of the board for Venator. In addition, Ms. Harper serves on the board and the audit committee and the capital committee of Sasol Limited. | | | Financial Markets Experience | As Chief Financial Officer of BDP International, AgroFresh and Tronox, Ms. Harper has significant experience in the public and private financial markets which the companies utilized for financing. | | | Strategic Planning and Execution Expertise | Ms. Harper has been heavily engaged in strategic planning activities throughout her career, particularly through her role as SVP and Chief Financial Officer of Tronox and roles with Rio Tinto Group. | |
The Board of Directors recommends a vote “FOR”
| David J. Wilson Age 56 Director since 2022 | Current Position: Experience: | President and Chief Executive Officer of Columbus McKinnon Corporation. Mr. Wilson is President and Chief Executive Officer of Columbus McKinnon Corporation, a leading worldwide designer, manufacturer, and marketer of intelligent motion solutions since 2020. Prior to joining Columbus McKinnon, Mr. Wilson led the significant transformation of Flowserve Corporation’s Pumps Division while serving as its President from 2017 to 2020. Prior to Flowserve, Mr. Wilson served as the President of SPX FLOW’s Industrial Segment from 2015 to 2017 and before that, held positions of increasing responsibility at SPX Corporation between 1998 and 2015. | | | Public Company Directorships: | Columbus McKinnon Corporation | | Specific Attributes and Skills for Mr. Wilson: | | | | Expertise | Discussion of Skills and Attributes | | | Business Operations Leadership | Mr. Wilson serves as President and Chief Executive Officer of Columbus McKinnon Corporation. Mr. Wilson also gained significant business operations leadership experience in his roles as President of Flowserve Corporation, President of SPX Flow’s Industrial Segment and President of SPX Corporation’s Industrial Segment. | | | Relevant Industry Experience | Mr. Wilson has an extensive understanding of highly engineered equipment and technologies, including engineered flow components such as heat pumps and heat exchangers. Mr. Wilson also has experience in the heating, ventilation and air conditioning markets and the power transmission and generation markets. | | | Global Business Experience | Mr. Wilson’s experience at SPX included the leadership of multiple global operating businesses along with tenure as an expatriate living in China for six years where he developed extensive global P&L management experience. | | | Financial Expertise | Mr. Wilson has developed substantial financial expertise through his roles at Columbus McKinnon Corporation, Flowserve Corporation and SPX Corporation. | | | Technological Experience | Through his engineering background and his roles at Flowserve Corporation and SPX Corporation, Mr. Wilson has acquired significant experience in application-based technology. | | | Strategic Planning and Execution Expertise | Mr. Wilson has been heavily engaged in strategic planning activities throughout his career, particularly through his numerous roles with SPX where he led several successful corporate development initiatives. | |
The Board of Directors recommends a vote “FOR”
| Mark Bendza Age 49 Director since 2024 | Current Position: Experience: | Executive Vice President and Chief Financial Officer of Telos Corporation. Mark Bendza is the Executive Vice President and Chief Financial Officer of Telos Corporation, a leading provider of cyber, cloud, and enterprise security solutions for the world’s most security-conscious organizations since 2021. Prior to joining Telos in 2021, he served as the Head of Investor Relations for Honeywell International, a global multi-industrial and manufacturing company providing solutions in aerospace, automation, energy, and sustainability from 2019 to 2021. Prior to Honeywell, Mr. Bendza held executive roles in finance and international business at Northrop Grumman Corporation, a global aerospace and defense technology company. He also previously held mergers and acquisitions, capital markets, and corporate credit roles with global investment banks while based in the United States as well as overseas from 1998 to 2011. | | Specific Attributes and Skills for Mr. Bendza: | | | | Expertise | Discussion of Skills and Attributes | | | Relevant Industry Experience | Mr. Bendza gained extensive experience in large, complex, multi-industrial engineering and manufacturing companies while serving in leadership roles at Honeywell and Northrop Grumman. | | | Global Business Experience | Mr. Bendza has served in leadership roles specifically focused on international business. While at Northrop Grumman, Mr. Bendza served as Vice President of International Business with leadership responsibilities in Europe, Korea, Japan, Australia, the United Arab Emirates, and Saudi Arabia. Mr. Bendza also served as an expatriate advising companies on mergers & acquisitions and capital markets transactions in the Middle East and North Africa while an investment banker with Morgan Stanley. | | | Financial Expertise | Mr. Bendza developed financial expertise by serving as the Chief Financial Officer of Telos Corporation, through leadership roles in finance at Honeywell and Northrop Grumman, and through mergers & acquisitions, capital markets, and credit roles with large investment banks globally. | | | Financial Markets Experience | Mr. Bendza has gained substantial financial markets experience as the Chief Financial Officer of Telos Corporation and as the Head of Investor Relations for Honeywell as well as through the execution of numerous mergers & acquisitions, equity, and debt transactions throughout his career, including as an investment banker in the United States and overseas. | | | Strategic Planning and Execution Expertise | Mr. Bendza has considerable experience developing and executing strategic, operational, and financial plans as the Chief Financial Officer of Telos Corporation, through his business management and international roles at Northrop Grumman, and through numerous mergers & acquisitions transactions. | |
The Board of Directors recommends a vote “FOR”
| Directors Continuing in Service for Terms Expiring in 2027: | | | | Dr. Suresh V. Garimella Age 61 Director since 2011 | Current Position: Experience: | President, University of Arizona. In October 2024, Dr. Garimella was appointed as the 23rd President of the University of Arizona, where he also holds an appointment as University Distinguished Professor of Aerospace and Mechanical Engineering. Dr. Garimella has made seminal contributions in electronics thermal management and energy efficiency and in sustainable energy systems technology and policy. He is an elected member of the National Academy of Engineering, and a Fellow of the National Academy of Inventors. He has served as a member of the National Science Board, and also chairs the research advisory board of Sandia National Laboratories. Dr. Garimella came to Arizona after serving as President of the University of Vermont from 2019 to 2024. Prior to that, he was Goodson Distinguished Professor of Mechanical Engineering and Executive Vice President for Research and Partnerships, and Director of the Cooling Technologies Research Center (1999-2019) at Purdue University. Dr. Garimella received his Bachelor of Technology from Indian Institute of Technology, Madras, India, his Master of Science from The Ohio State University, and his Ph.D. from the University of California at Berkeley, all in Mechanical Engineering. | | Specific Attributes and Skills for Dr. Garimella: | | | | Expertise | Discussion of Skills and Attributes | | | Business Operations Leadership | Having served as president and in senior executive leadership roles at multiple universities, Dr. Garimella has successfully overseen and enhanced complex business operations. | | | Technological Expertise | Dr. Garimella is a renowned expert in electronics thermal management and heat transfer technology, which is central to the success of the Company. | | | Strategic Planning and Execution Expertise | As President, Dr. Garimella serves as the chief executive responsible for all academic, financial, legal, strategic, operational and reputational aspects of the University of Arizona. Previously, he was deeply engaged with the development and execution of the University of Vermont’s and Purdue University’s strategic plans and, in particular, the plans relating to significant growth in both universities’ research initiatives and partnerships, both within and outside the United States. In addition, Dr. Garimella has chaired for four years the National Science Board’s Committee on Strategy, which is responsible for setting short- and long-term strategy and objectives for the National Science Foundation. His role chairing the research advisory board for Sandia Labs also provides strategic planning for one of the nation’s top Department of Energy laboratories. | |
The Board of Directors recommends a vote “FOR”
| Christopher W. Patterson Age 71 Director since 2010 | Current Position: Experience: | Retired. Mr. Patterson retired as President and Chief Executive Officer of Daimler Trucks North America LLC, a leading producer of heavy-duty and medium-duty trucks and specialized commercial vehicles in North America. Mr. Patterson served in this capacity from 2005 until his retirement in 2009. Prior to this, he held senior positions, including as Senior Vice President, Service & Parts, with Freightliner LLC (predecessor to Daimler Trucks North America LLC), and other international, commercial truck producers. | | | Public Company Directorships: | Mr. Patterson is a past director of Finning International Inc., Vancouver, B.C. (Canada), having retired in February 2024. | | Specific Attributes and Skills for Mr. Patterson: | | | | Expertise | Discussion of Skills and Attributes | | | Business Operations Leadership | Mr. Patterson gained his business operations leadership experience as President and Chief Executive Officer of Daimler Trucks North America LLC and brings extensive strategic sales and marketing experience to the Company’s Board. | | | Relevant Industry Experience | Mr. Patterson has a significant understanding of commercial truck markets and the operations of global commercial vehicle Original Equipment Manufacturers (OEMs). | | | Global Business Experience | Mr. Patterson’s extensive executive and leadership experience, as described above, gives him valuable insight into the complexities, challenges and issues facing global manufacturing businesses. | | | Corporate Governance Expertise | Mr. Patterson has significant corporate governance experience from his role as President and Chief Executive Officer of Daimler Trucks North America LLC. In addition, Mr. Patterson served on the board of another public company and served on the boards of several privately-held companies. In these board roles, Mr. Patterson served on audit and compensation committees, as well as a safety, environment, and social responsibility committee of a publicly traded company. Through these engagements, Mr. Patterson has gained a significant understanding of corporate governance matters. | | | Strategic Planning and Execution Expertise | Through his many roles at Daimler Trucks North America LLC, and particularly in his position as President and Chief Executive Officer, Mr. Patterson obtained significant experience in establishing and executing on that entity’s short- and long-term strategic plans. | |
The Board of Directors recommends a vote “FOR”
| Christine Y. Yan Age 59 Director since 2014 | Current Position: Experience: | Retired. Ms. Yan retired from Stanley Black & Decker, Inc., a global provider of hand tools, power tools, outdoor products as well as a leading provider of engineered fastening solutions, in November 2018. Ms. Yan held several executive roles with the company, including Vice President of Integration, Stanley Black & Decker, Inc.; President of Asia, Stanley Black & Decker, Inc.; President of Storage and Workspace Systems; integration leader of Stanley Engineered Fastening Group; President of the Americas business of Stanley Engineered Fastening; and President of Stanley Engineered Fastening’s Global Automotive business. | | | Public Company Directorships: | ON Semiconductor Corporation; Ansell Limited; and Cabot Corporation | | Specific Attributes and Skills for Ms. Yan: | | | | Expertise | Discussion of Skills and Attributes | | | Business Operations Leadership | Ms. Yan gained her business operations experience as the leader of various business units within Stanley Black & Decker, Inc. | | | Relevant Industry Experience | Ms. Yan gained experience in vehicular, electronics and general industrial sectors through her roles as President of Asia of Stanley Black and Decker, President of Americas and President of Global Automotive of Stanley Engineered Fastening. | | | Global Business Experience | Ms. Yan has gained a significant understanding of a variety of industrial markets through her experience as President of Asia, President of Storage and Workplace Systems, and President of Americas for Stanley Black & Decker, Inc. | | | Technological Expertise | Ms. Yan’s engineering background and past positions at Stanley Black & Decker, Inc. have provided her with significant exposure to and experience with technologically sophisticated business operations. | | | Corporate Governance Expertise | In addition to her tenure as a director of Modine, Ms. Yan serves on the board of three other public companies. She is the Chair of the Human Capital and Compensation Committee at Onsemi and Chair of the Human Resource Committee at Ansell Limited. | | | Strategic Planning and Execution Expertise | Ms. Yan has acquired substantial expertise in strategic planning as the leader of numerous significant business units within Stanley Black & Decker, Inc. | |
The Board of Directors recommends a vote “FOR”
| Directors Continuing in Service for Terms Expiring in 2026: | | | | Eric D. Ashleman Age 58 Director since 2019 | Current Position: Experience: | Chief Executive Officer and President of IDEX Corporation. Mr. Ashleman became the Chief Executive Officer of IDEX Corporation in December 2020 after becoming President in February 2020. Since 2008, Mr. Ashleman has served in a variety of capacities at IDEX, which is a developer, designer and manufacturer of fluidics systems and specialty engineered products. Prior to becoming the Chief Executive Officer and President of IDEX Corporation, Mr. Ashleman served in the following capacities at IDEX: President of Gast Manufacturing; President, Gast Manufacturing and Global Dispensing; Vice President and Group Executive, Fire, Safety and Diversified Segment; Senior Vice President and Group Executive, Health and Science Technology, and Fire, Safety and Diversified Segments; Senior Vice President and Chief Operating Officer; and President and Chief Operating Officer. Prior to joining IDEX, Mr. Ashleman served as President of Schutt Sports from 2006 to 2008. | | | Public Company Directorships: | IDEX Corporation | | Specific Attributes and Skills for Mr. Ashleman: | | | | Expertise | Discussion of Skills and Attributes | | | Business Operations Leadership | Mr. Ashleman has acquired business operations leadership through his many roles at IDEX Corporation, and particularly in his current role as Chief Executive Officer and President, where he is responsible for leading and managing a diversified industrial company. | | | Relevant Industry Experience | Mr. Ashleman serves as Chief Executive Officer and President of IDEX Corporation, a global, diversified industrial company that manufactures for and sells into numerous markets also served by the Company, including the automotive, energy and industrial sectors. | | | Global Business Experience | Mr. Ashleman has acquired substantial global business experience through his roles with IDEX Corporation, and particularly in his current role as Chief Executive Officer and President, as he leads and manages a global, diversified industrial company. | | | Financial Expertise | Mr. Ashleman has acquired significant financial expertise through his roles at IDEX Corporation and through his previous role as President of Schutt Sports. | | | Corporate Governance Expertise | Through his roles at IDEX Corporation, including as a member of its Board of Directors, and through his previous role as President of Schutt Sports, Mr. Ashleman has obtained considerable corporate governance expertise. | | | Strategic Planning and Execution Expertise | Mr. Ashleman has developed short- and long-term strategic planning and execution expertise through his numerous roles at IDEX Corporation, and through his previous role as President of Schutt Sports. | |
The Board of Directors recommends a vote “FOR”
| Marsha C. Williams Age 74 Director since 1999 | Current Position: Experience: | | Retired. Ms. Williams retired as Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., an online travel company (July 2007 - December 2010). Prior to joining Orbitz Worldwide, Inc., Ms. Williams was Executive Vice President and Chief Financial Officer (2002 – February 2007) of Equity Office Properties Trust, a real estate investment trust. Prior to that time, Ms. Williams was Chief Administrative Officer of Crate and Barrel and served as Vice President and Treasurer of Amoco Corporation; Vice President and Treasurer of Carson Pirie Scott & Company; and Vice President of The First National Bank of Chicago. | | | Public Company Directorships: | | Crown Holdings, Inc. Ms. Williams was previously a Director for Fifth Third Bancorp from 2008-2025 and Davis Funds from 1999-2024 Chicago Bridge & Iron N.V. from 1999-2018, and for McDermott International Inc. from 2018-2020 following its acquisition of Chicago Bridge & Iron N.V. Ms. Williams is the former Chairperson and Lead director of the Fifth Third Bancorp Board of Directors. | | Specific Attributes and Skills for Ms. Williams: | | | | | Expertise | | Discussion of Skills and Attributes | | | Global Business Experience | | Ms. Williams was an executive officer of Orbitz Worldwide, Inc. and has been a director of several public companies with global operations, including currently as a director of Crown Holdings, Inc. In these roles, Ms. Williams has accumulated extensive knowledge of global finance, capital management, internal controls, and human resources. | | | Financial Expertise | | As Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., and Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, Ms. Williams gained significant financial acumen relating to complex, global companies. | | | Corporate Governance Expertise | | Ms. Williams has served on the board of several public companies, including currently Crown Holdings, and is the former Lead Director of the Fifth Third Bancorp Board of Directors. | | | Financial Markets Experience | | As the former Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, and former board member of Fifth Third Bancorp, Ms. Williams has significant experience in the financial markets in which the Company competes for financing. | | | Strategic Planning and Execution Expertise | | Ms. Williams has engaged in all facets of strategic planning and execution, particularly through her roles with Orbitz Worldwide, Inc. and Equity Office Properties Trust. | |
The Board of Directors recommends a vote “FOR”
| William A. Wulfsohn Age 63 Director since 2022 | Current Position: Experience: | Retired. Mr. Wulfsohn served as Chairman and Chief Executive Officer of Ashland Global Holdings, a global leader in providing specialty chemical solutions to customers in a wide range of customer and industrial markets, from 2015 to 2019. He was also a Director and Non-Executive Chairman of Valvoline Inc., a leading worldwide producer and distributer of premium-branded automotive, commercial and industrial lubricants and automotive chemicals, from 2016 until 2018. His prior employment includes strategic, M&A and international experience in senior roles, including President and Chief Executive Officer at Carpenter Technology Corporation, Senior Vice President, Coatings at PPG Industries and Vice President and General Manager – Nylon System at Honeywell International Inc. | | | Public Company Directorships: | Avient Corporation Mr. Wulfsohn was chairman of the board of directors of Anzu SPAC I from 2021 to 2022, chairman of the board of directors of Ashland Global from 2015 to 2019, chairman of the board of directors of Valvoline from 2016 to 2018, and a director of Carpenter Technology from 2010 to 2014. | | Specific Attributes and Skills for Mr. Wulfsohn: | | | | Expertise | Discussion of Skills and Attributes | | | Business Operations Leadership | Mr. Wulfsohn acquired his business operations experience as the Chairman & CEO of Ashland Global Holdings and CEO of Carpenter Technology Corporation. | | | Global Business Experience | Mr. Wulfsohn acquired extensive executive and leadership experience through his roles with Ashland Global Holding which has extensive global business operations and PPG Industries. | | | Financial Expertise | Mr. Wulfsohn acquired significant financial expertise through his role at Ashland Global Holdings, where he led the IPO of Valvoline, and through his previous role at Carpenter Technology Corporation. | | | Corporate Governance Expertise | In his role as Chairman & CEO of Ashland Global Holdings, Mr. Wulfsohn has acquired significant experience in implementing effective corporate governance practices. He also led the establishment of an independent, public Valvoline corporation and is currently the Audit Committee chair of Avient Corporation. | | | Financial Markets Experience | As Chairman & CEO of Ashland Global Holdings and as CEO of Carpenter Technology, Mr. Wulfsohn had significant experience in financial markets and with investors. | | | Strategic Planning and Execution Expertise | Through his roles at Ashland Global Holdings, Carpenter Technology Corporation, Valvoline, PPG Industries and Honeywell, Mr. Wulfsohn acquired extensive experience in leading and implementing long- and short-term organizational strategies. | |
COMPENSATION OF DIRECTORS
COMPENSATION OF DIRECTORS Employees of Modine do not receive any compensation for serving on the Board. Effective August 2024, non-employee directors, including the Chairperson of the Board, are entitled to receive the following compensation for Board service: an annual retainer of $105,000, payable in equal quarterly installments; an additional annual retainer of $15,000 for acting as Chair of the HCC Committee, an additional annual retainer of $12,000 for acting as Chair of the Governance Committee, an additional annual retainer of $9,000 for acting as Chair of the Technology Committee, and an additional annual retainer of $20,000 for acting as Chair of the Audit Committee; reimbursement for travel, lodging, and related expenses incurred in attending Board and/or committee meetings; and travel-accident and director and officer liability insurance. The Amended 2020 Incentive Compensation Plan (the “2020 Incentive Plan”) gives discretion to the Board, or a committee of the Board, to grant stock options and stock awards to non-employee directors. Under the 2020 Incentive Plan, the maximum value of stock awards that can be granted to a non-employee director per year is $300,000. The Board or the HCC Committee, as applicable, has broad discretionary authority to set the terms of awards under the 2020 Incentive Plan. It is the current practice of the Board to evaluate compensation and make grants of restricted stock units to each non-employee director annually. For the 2025 fiscal year, non-employee directors, including the Board Chairperson, were each entitled to receive a stock award of approximately $145,000. The Chairperson was also entitled to additional equity compensation with a value of approximately $120,000 in recognition that, among other duties, she generally attends all meetings of the Board’s committees and regularly meets with our CEO, other directors and other members of management outside of scheduled Board and committee meetings. Consistent with this, in August 2024, the Company granted each non-employee director of the Company (other than Ms. Williams, the Chairperson) 1,320 restricted stock units, and granted Ms. Williams 2,412 restricted stock units. All such grants will vest one year from the date of grant, contingent upon the director’s continued service on the Board. Directors have the option of deferring either or both of their cash fees and/or equity compensation in accordance with the Company’s Non-Employee Director Compensation Policy. For cash compensation, the directors may elect to defer up to 100 percent of their annual retainer and fees into the Modine Manufacturing Company Directors Deferred Compensation Plan and receive an investment return on the deferred funds as if the funds were invested in permitted mutual funds. The directors’ deferred compensation accounts are unsecured obligations of the Company. Distributions commence following termination of service as a director. For fiscal 2025, the directors were entitled to defer their equity compensation by electing in advance to defer the settlement date of their restricted stock units until a director’s termination of service or a fixed date. Absent such an election, the restricted stock units are settled on the one-year anniversary of the grant date. Messrs. Ashleman, Patterson and Wulfsohn, Mses. Harper and Yan all elected to defer the settlement date of their August 2024 restricted stock unit awards until a later date.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth compensation paid to non-employee members of the Company’s Board of Directors in fiscal 2025:
2025 Director Compensation Table
| | Fees Paid in | Stock Awards | Change in Pension | | | Name | Cash ($) | ($)(1)(2) | Value ($)(3) | Total ($) | | Eric D. Ashleman | 103,750 | 144,976 | NA | 248,726 | | Mark Bendza (4) | 52,500 | 0 | NA | 52,500 | | Suresh V. Garimella | 112,750 | 144,976 | NA | 257,726 | | Katherine C. Harper | 123,750 | 144,976 | NA | 268,726 | | Christopher W. Patterson | 118,750 | 144,976 | NA | 263,726 | | Marsha C. Williams | 103,750 | 264,910 | 0(5) | 368,660 | | David J. Wilson | 103,750 | 144,976 | NA | 248,726 | | William A. Wulfsohn | 103,750 | 144,976 | NA | 248,726 | | Christine Y. Yan | 115,750 | 144,976 | NA | 260,726 |
2025 Director Compensation Table
| (1) In August 2024, all of the independent directors at that time, other than Ms. Williams, were granted 1,320 shares of restricted stock units. As explained above, the Company granted 2,412 shares of restricted stock units to Ms. Williams at the same time. |
2025 Director Compensation Table
| (2) Represents the aggregate grant date fair value of stock grants computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. The assumptions used to determine the value of the awards are discussed in Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2025. |
2025 Director Compensation Table
| (3) Represents the change in pension value between the end of fiscal 2024 and the end of fiscal 2025 under the Modine Manufacturing Company Director Emeritus Retirement Plan. The change in pension value is solely a result of the change in the interest rate used to calculate the present value of the pension benefit under the Director Emeritus Retirement Plan because no benefits otherwise continue to accrue under that plan. |
2025 Director Compensation Table
The Board of Directors adopted the Director Emeritus Retirement Plan pursuant to which any person, other than an employee of the Company, who was or became a director of Modine on or after April 1, 1992 and who retired from the Board would be paid a retirement benefit equal to the annualized sum directors were paid for their service to the Company as directors (including Board meeting attendance fees but excluding any applicable committee attendance fees) in effect at the time such director ceased his or her service as a director. The retirement benefit continues for the period of time equal in length to the duration of the director’s Board service. If a director dies before retirement or after retirement during such period, his or her spouse or other beneficiary would receive the benefit. In the event of a change in control (as defined in the Director Emeritus Retirement Plan) of Modine, each eligible director, or his or her spouse or other beneficiary entitled to receive a retirement benefit through him or her, would be entitled to receive a lump-sum payment equal to the present value of the total of all benefit payments that would otherwise be payable to such director under the Director Emeritus Retirement Plan. The retirement benefit is not payable if the director, directly or indirectly, competes with the Company or if the director is convicted of fraud or a felony and such fraud or felony is determined by disinterested members of the Board of Directors to have damaged Modine. Effective July 1, 2000, the Director Emeritus Retirement Plan was frozen with no further benefits accruing under it. Ms. Williams accrued pension benefits under the Director Emeritus Retirement Plan until it was frozen on July 1, 2000.
2025 Director Compensation Table
| (4) Mr. Bendza joined the Board in October 2024. |
2025 Director Compensation Table
| (5) The change in pension value for Ms. Williams was ($37). |
Executive Summary
| ● | Set CEO and CFO compensation at or near the median of Modine’s Compensation Peer Group and the median of a broad survey of manufacturing companies. |
Executive Summary
| ● | Approved three distinct incentive plans under the fiscal 2025 Management Incentive Plan (“MIP”) relative to the Company as a whole and each of the business segments. |
Executive Summary
| ● | Approved Adjusted EBITDA Margin and Adjusted EBITDA Growth as the performance metrics for all plans under the fiscal 2025 MIP. These performance goals drive alignment with the key priorities of the Company’s 80/20 transformation initiative. Additionally, these two measures correlate with Total Shareholder Return, aligning the Company’s MIP measures with shareholder interests. |
Executive Summary
| ● | Approved Average Cash Flow Return on Invested Capital (“Cash Flow ROI”) and Average Annual Adjusted EBITDA Growth as the performance metrics for the Long-Term Incentive Plan (the “LTIP”) for fiscal 2025. |
Executive Summary
| ● | Adjusted potential payout ranges under MIP and LTIP from 10% - 200% of target to 25% - 250% of target and required significantly more rigorous performance for enhanced upside payout opportunity. This further aligns with our Pay for Performance culture and incentivizing upper quartile performance. |
Pay for Performance
| ● | A significant portion of compensation tied to performance, including short-term and long-term incentives tied to strong financial/operational performance; |
Pay for Performance
| ● | Use of performance measures for incentives that balance strong growth and returns and provide a direct link to shareholder value over time; |
Pay for Performance
| ● | A significant weighting on long-term incentives, particularly performance stock (“PS”) or cash; and |
Market Benchmarking of Executive Pay
Market Benchmarking of Executive Pay The HCC Committee has historically used a peer group, to which we refer in this proxy statement as the “Compensation Peer Group,” to target total pay and each element of compensation at the median of such Compensation Peer Group and at the median of a broad survey of manufacturing companies, weighted equally, for the CEO and CFO. For the other NEOs, the HCC Committee has used a broad survey of manufacturing companies to target total pay and each element of compensation at the median of that survey and uses such survey data because the publicly available Compensation Peer Group information does not provide adequate data for such other NEO positions. The HCC Committee believes that targeting the median is an objective way of ensuring that the Company’s executive compensation practices are competitive and reasonable relative to the broader market. Actual pay may vary from the median based on differences in individual performance, job responsibilities, tenure and experience for the individuals being compared, as well as based on actual performance of the Company. Compensation Peer Group The HCC Committee uses the publicly available Compensation Peer Group data to assist in the evaluation of the compensation levels of the Company’s CEO and CFO, and the Company’s compensation practices generally. In addition to data disclosed in proxy filings of Modine’s Compensation Peer Group, the Compensation Peer Group data is supplemented with relevant proprietary survey sources to analyze the competitiveness of executive pay levels and program designs, and as noted above, to provide data to set compensation levels for the other NEOs when the Compensation Peer Group data does not provide sufficient data for the other NEO positions. The HCC Committee reviewed the Compensation Peer Group composition used to set pay for fiscal 2025; and determined to make no changes from the Compensation Peer Group utilized in fiscal 2024:
Market Benchmarking of Executive Pay
| AAON Inc. | Hubbell Incorporated | Standex International Corporation | | Allison Transmission Holdings, Inc. | ITT Inc. | Stoneridge, Inc. | | A.O. Smith Corporation | Lennox International Inc. | The Timken Company | | Commercial Vehicle Group, Inc | Mueller Industries, Inc. | Titan International, Inc. | | Donaldson Company, Inc. | nVent Electric plc | Woodward Inc. | | Enerpac Tool Group Corp. | Regal Rexnord Corporation | | | EnerSys inc. | SPX Corporation | |
Market Benchmarking of Executive Pay
As a group, these peers have characteristics and markets like those of the Company. These characteristics and markets are as follows:
Market Benchmarking of Executive Pay
| ● | U.S.-headquartered companies traded on major U.S. exchanges involved in these industries: industrial machinery; construction machinery and heavy trucks; agriculture and farm machinery; auto parts and equipment (<50% revenue from automotive); electrical components and equipment; and building products (HVAC-related); |
Market Benchmarking of Executive Pay
| ● | Companies with revenue between $900 million and $6.0 billion, with proxy pay data size adjusted to approximate pay for a company with revenue of $2.4 - $2.6 billion as estimated at the time of the executive pay benchmarking used to set fiscal 2025pay; and |
Market Benchmarking of Executive Pay
| ● | Technology- and capital-intensive companies with a strong focus on OEM suppliers and thermal management solutions, distributed product expertise and global industrial customers in the vehicular and industrial/commercial (e.g., Heating, ventilation, air conditioning, and refrigeration “HVAC&R”) |
Market Benchmarking of Executive Pay
| arena and substantial exposure in the international marketplace (international revenue of at least 20% for vehicle industry companies). |
Market Benchmarking of Executive Pay
Likewise, the other supplemental survey data sources utilized by the HCC Committee include data of manufacturing companies of similar revenue size to Modine. The HCC Committee recognizes that the Company attracts employees from a broad range of companies and its comparison data reflects that fact. The HCC Committee does not use the survey data in a formulaic or prescriptive manner. If the compensation of a particular NEO materially deviates from the market median in the survey for the same role, the HCC Committee takes the survey information into account when setting base salary, short-term and long-term incentive target values, but also exercises its discretion based on the individual’s performance, tenure, experience, and changes in job responsibilities.
Description of Executive Compensation Program
| ● | All elements of executive compensation, including base salary, targeted annual incentives (cash-based), and targeted long-term incentives (both equity- and cash-based), are set to levels that the HCC Committee believes ensure that executives are fairly, but not excessively, compensated; |
Description of Executive Compensation Program
| ● | Compensation must be linked to the interests of shareholders and the most effective means of ensuring this linkage is by granting equity incentives such as retention or performance-based stock awards, stock options and cash awards; |
Elements of Executive Compensation for Fiscal 2025
| Pay Element | Competitive Positioning | Program Objectives | Time Horizon | Performance Measures for Fiscal 2025 | | Base Salary | Compares to 50th percentile, but use of judgment to determine actual pay | Attract and retain key personnel; reward for individual performance | Annual | Individual performance Length of time in the position and overall experience Consistency of performance Changes in job responsibility | | Management Incentive Plan | | Motivate and reward for achieving objectives | Annual | Adjusted EBITDA Margin % (50%) Adjusted EBITDA Growth (50%) | | Long-Term Incentive Plan | | Align executive’s returns with those of shareholders Encourage long-term retention Reward for superior long-term performance | 3-year performance period with payout upon results certification | Three-year average Cash Flow ROI (50%) Three-year Average Annual Adjusted EBITDA Growth (50%) | | Performance Share Awards (80%) | | | | | | Restricted Stock Unit Awards (20%) | | Reward employees for their continued commitment to the Company | 3-year ratable vesting starting on 1st anniversary of grant | Retention | | 2025 Special Performance-Based Retention Grants | | Align executive’s returns with those of shareholders Encourage long-term retention Reward for superior long-term performance | 3-year “cliff” vesting period, with payout only if performance target is met | 12-month trailing Gross Margin goal for Fiscal 2026 |
Management Incentive Plan
Management Incentive Plan The Management Incentive Plan (“MIP”) is Modine’s broadly applicable short-term, performance-based cash award plan designed to motivate and reward the Company’s leaders. All NEOs participate in the MIP. The HCC Committee’s objectives for the MIP are to encourage continuous (short-term) operational improvements with metrics that also drive total shareholder return. The HCC Committee believes the MIP metrics should be challenging, but achievable, and well-defined so they are understood by the MIP participants and, accordingly, actively drive results. For fiscal 2025, the HCC Committee increased the payout percentage at threshold achievement levels from 10% to 25% of Target, and also increased the payout percentage at the maximum achievement levels from 200% to 250% of Target. In approving these enhancements, the HCC Committee reaffirmed its commitment to linking higher payout potential to clearly defined and exceptionally rigorous performance expectations. The elevated threshold and maximum payout opportunities require achievement of significantly more ambitious performance goals, which are designed to align executive incentives with exceptional shareholder outcomes. The Company approved three distinct plans under the MIP for fiscal 2025: (1) a Corporate plan based on the metrics of the Company as a whole, (2) a plan specific to the metrics of the Climate Solutions business segment, and (3) a plan specific to the metrics of the Performance Technologies business segment. All the NEOs participate in the general corporate plan regarding the MIP for fiscal 2025. Mr. McGinnis and Mr. Peace also participate in the appropriate segment-specific plan, with participation in the Corporate and segment-specific plans weighted equally 50/50. Within each of the three plans, the HCC Committee approved the continued use of two independent and equally-weighted performance goals: the Adjusted EBITDA Growth and Adjusted EBITDA Margin metrics. Adjusted EBITDA Growth is a percentage change calculated as follows: Adjusted EBITDA for FY2025 – Adjusted EBITDA for FY2024 Adjusted EBITDA for FY2024 Adjusted EBITDA Margin is calculated as follows: Adjusted EBITDA for FY2025 FY2025 Net Sales For purposes of calculating these metrics, “Net Sales” is that amount as reported externally in the Company’s audited financial statements and, “Adjusted EBITDA” represents “Operating Income” plus “Depreciation and Amortization Expenses”, both as reported in the Company’s audited financial statements, plus or minus “Permitted Adjustments.” Permitted Adjustments include: restructuring-related expenses, the impact that a significant acquisition or divestiture may have on MIP performance metrics, acquisition-and divestiture-related costs and adjustments and certain other unusual, non-recurring or extraordinary gains or charges, as well as the impact of the adoption of new U.S. GAAP accounting standards and significant changes in the Company’s accounting methods. The HCC Committee’s charter permits the Committee to agree to disregard any Permitted Adjustments if, in the HCC Committee’s assessment, disregarding any of them would result in an award that is inconsistent with the spirit and intent of the plan, and at variance with the unadjusted results from the perspective of the shareholders. Notwithstanding any of the foregoing, the HCC Committee has the discretion to reduce, but not to increase, the amounts otherwise payable under the MIP. The HCC Committee chose to continue to use the Adjusted EBITDA Margin because the focus on margin and earnings growth fully aligns the MIP with the Company’s key priorities and chose to continue to use the Adjusted EBITDA Growth metric to incentivize increased earnings and shareholder return. In addition, the HCC Committee believes that these two measures are closely correlated with Total Shareholder Return, aligning the Company’s MIP measures with shareholder interests. The HCC Committee considered the Company’s evolving business strategy, as well as seven years of historical performance results for the Performance Peer Group companies, when setting the Adjusted EBITDA Margin and Adjusted EBITDA Growth goals. With the maximum payout amount increased to 250% of Target under the FY25 MIP, the HCC Committee also set the maximum EBITDA Margin and Adjusted EBITDA Growth goals at performance levels that would require exceptional performance as compared to historical and peer benchmarks. This reflects the HCC Committee’s philosophy that maximum payouts should only be earned for performance that is truly exceptional. Assuming achievement of the Target level for each metric, the NEOs would receive MIP payments equaling the following percentages of base salary:
Management Incentive Plan
| MIP Target Payout for NEOs (Percentage of Base Salary) | | | Mr. Brinker | 140% | | Mr. Lucareli | 85% | | Mr. McGinnis* | 75% | | Mr. Peace* | 75% | | Ms. Roth | 70% | | Mr. Agen | 70% |
Management Incentive Plan
| * For Mr. McGinnis and Mr. Peace, 50% of the target payout would be attributable to the Corporate MIP plan with the remaining 50% of the target payout attributable to the Climate Solutions and Performance Technologies segment MIP plans, respectively. |
Management Incentive Plan
Assuming Threshold achievement for each metric under each plan, each of the NEOs would receive 25 percent of the Target amount. Assuming Maximum level achievement for each metric, each of the NEOs would receive 250 percent of the Target amount. The Company pays amounts between the Threshold and Target and/or between Target and Maximum levels on a linear basis for achievement above Threshold and below Maximum. For fiscal 2025, the HCC Committee increased Mr. Brinker’s Target MIP payout from 125% to 140%, Mr. Lucareli’s from 75% to 85%, Messrs. McGinnis and Peace from 70% to 75%, Mr. Agen from 65% to 70%, and Ms. Roth from 60% to 70%, in each case, to more closely align the NEO’s MIP incentive pay opportunity with competitive market practice. Listed below are the FY25 MIP performance targets approved by the HCC Committee, as well as the Company’s actual FY25 performance against each goal. Corporate FY25 MIP plan:
Management Incentive Plan
| | Weight | Threshold | Target | Maximum | Actual | | Adjusted EBITDA Margin | 50% | 9.5% | 12.5% | ≥15.0% | 15.2% | | Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 24.8% | | Payout as a % of Target | N/A | 25% | 100% | 250% | 249% |
Management Incentive Plan
Climate Solutions FY25 MIP Plan (only applicable to Mr. McGinnis):
Management Incentive Plan
| | Weight | Threshold | Target | Maximum | Actual | | Adjusted EBITDA Margin | 50% | 12.5% | 15.0% | ≥20.5% | 20.5% | | Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 44.7% | | Payout as a % of Target | N/A | 25% | 100% | 250% | 250% |
Management Incentive Plan
Performance Technologies FY25 MIP Plan (only applicable to Mr. Peace):
Management Incentive Plan
| | Weight | Threshold | Target | Maximum | Actual | | Adjusted EBITDA Margin | 50% | 9.5% | 11.5% | ≥14.0% | 13.4% | | Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 6.0% | | Payout as a % of Target | N/A | 25% | 100% | 250% | 124% |
Management Incentive Plan
As a result of the Company’s performance in FY25, the NEOs earned the following MIP payouts:
Management Incentive Plan
| | Corporate MIP | | Segment MIP | | Aggregate Performance | | | | Actual | Actual | Actual | Actual | | | | | Performance - | Performance - | Performance - | Performance - | | | | | Adjusted | Adjusted | Adjusted | Adjusted | Aggregate | Payout | | | EBITDA Margin | EBITDA Growth | EBITDA Margin | EBITDA Growth | Performance | Earned | | Mr. Brinker | 15.2% | 24.8% | N/A | N/A | 249% of Target | $3,921,989 | | Mr. Lucareli | 15.2% | 24.8% | N/A | N/A | 249% of Target | $1,413,632 | | Mr. McGinnis* | 15.2% | 24.8% | 20.5% | 44.7% | 249.5% of Target* | $991,815 | | Mr. Peace* | 15.2% | 24.8% | 13.4% | 6.0% | 186.5% of Target* | $741,377 | | Ms. Roth | 15.2% | 24.8% | N/A | N/A | 249% of Target | $812,716 | | Mr. Agen | 15.2% | 24.8% | N/A | N/A | 249% of Target | $775,894 |
Management Incentive Plan
| * For Mr. McGinnis and Mr. Peace, 50% of the MIP payout is attributable to the Corporate MIP plan with the remaining 50% of the target payout attributable to the Climate Solutions and Performance Technologies segment MIP plans, respectively. The actual Adjusted EBITDA performance amounts shown in the segment MIP columns were determined for purposes of the MIP prior to the final allocation of the related expense to the respective segments and, as a result, vary immaterially from the final Adjusted EBITDA performance reported by the Company. |
Long-Term Incentive Plan
Long-Term Incentive Plan Long Term Incentive Plan (“LTIP”) of the Company’s executive compensation program is intended to attract, retain, and motivate key employees who directly impact the performance of the Company over a timeframe greater than a year. Long-term compensation may be equity or cash-based, or a combination of each, and in any event, is structured so that the interests of the Company’s executive officers and other key employees are directly aligned with the interests of shareholders. The LTIP provides an incentive that rewards superior long-term performance and provides financial consequences for underperformance.
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027 In fiscal year 2025, the HCC Committee approved a LTIP consisting of a mix of performance share awards (“PSs”) (80% of the LTIP) and restricted stock unit awards (“RSUs”) (20% of the LTIP), reflecting the Company’s pay-for-performance philosophy and executive compensation that aligns with long-term shareholder value creation. The amount of any LTIP award is based on a percentage of the executive’s base salary, as described in more detail below. The HCC Committee believes that the mix of PS and RSU awards encourages the retention of strong executive talent, while also encouraging these executives to drive long-term Company performance. Determining LTIP Award Values The HCC Committee established the target LTIP grant value for each NEO (with the board also approving Mr. Brinker’s award), based on a percentage of base salary. The LTIP target grant value established for each of the NEOs for fiscal year 2025 was as follows:
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
| | LTIP Target Award Value | Target Award Value | | | (as % of Base Salary) | in Dollars ($) | | Mr. Brinker | 450% | $5,175,000 | | Mr. Lucareli | 220% | $1,497,100 | | Mr. McGinnis | 165% | $891,000 | | Mr. Peace | 165% | $891,000 | | Ms. Roth | 140% | $665,000 | | Mr. Agen | 140% | $634,900 |
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
The percentages for each NEO increased from fiscal year 2024 to better align this compensation element with external benchmark data, including the Compensation Peer Group data and the Database. To determine the total number of RSUs and PSs to grant to each NEO, we divide the LTIP Target award value set forth above by the closing price of our Common Stock on the date of grant, and then we grant 80% of that amount as PSs and the other 20% as RSUs. Note that the amount reported in the “Stock Awards” column of the Summary Compensation Table reflects the grant date fair value of the RSUs and PSs determined in accordance with FASB ASC Topic 718, which may be different from the target grant values reported above. The table below sets forth the number of RSUs issued to each NEO in fiscal 2025 as well as the number PSs that would be earned upon achievement of each of Threshold, Target and Maximum performance levels at the end of the Performance Period (March 31, 2027):
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
| | | Performance Share Awards | | | | | Shares of | | | | | | Restricted Stock | | | | | | Units (#) | Threshold | Target | Maximum | | Mr. Brinker | 9,974 | 9,974 | 39,896 | 99,740 | | Mr. Lucareli | 2,885 | 2,886 | 11,542 | 28,855 | | Mr. McGinnis | 1,717 | 1,717 | 6,869 | 17,173 | | Mr. Peace | 1,717 | 859 | 3,435 | 8,588 | | Ms. Roth | 1,282 | 1,282 | 5,127 | 12,818 | | Mr. Agen | 1,224 | 1,224 | 4,895 | 12,238 |
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
Summary of Terms of PSs and RSUs:
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
| | PSs | RSUs | | Performance Metrics | ● Cash Flow Return on Invested Capital (“Cash Flow ROI”) ● Average Annual Adj. EBITDA Growth | None | | Performance Period | Three years, ending March 31, 2027 | None | | Vesting Period | Earned awards, if any, vest on the later of: (a) the end of the Performance Period, or (b) at such time the HCC Committee certifies the performance of the Company in connection with the Company’s audited financial statements and approves the number of PSs earned by the LTIP participants. | Award ratably vests, with 1/3 of the Award vesting on each of the first, second and third anniversaries of the grant date | | Forfeiture/Settlement | Earned only upon achievement of at least “Threshold” performance level, and paid out in Modine common stock upon vesting | Forfeitable under vesting date, at which time they are settled in Modine common stock | | Vested Awards | All vested PSs are subject to the Company’s Incentive Compensation Recoupment Policy as well as the Company’s Executive Officer Compensation Recovery Policy | All vested RSUs are subject to the Company’s Incentive Compensation Recoupment Policy |
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
PS Performance Metrics The HCC Committee decided to use the same performance metrics and weighting for the PS awards in fiscal 2025 as those used in fiscal 2024.
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
| Metric | Definition | Weighting | | Cash Flow ROI | ● Sum of Adjusted Free Cash Flow plus Cash Interest, all divided by Average Capital Employed. o Adjusted Free Cash Flow means: o “Net cash provided by operating activities”, MINUS “Expenditures for property, plant and equipment” (both as reported externally for the Company’s audited financial statements), PLUS or MINUS o Permitted Adjustments (same as those permitted in the Company’s MIP) and Cash Interest (cash paid for interest expense related to outstanding debt). o Average Capital Employed means: o Total debt plus shareholders’ equity averaged over five points (i.e., the last day of each fiscal quarter and prior fiscal year-end); and where shareholder’s equity excludes shareholder equity attributable to noncontrolling interests. | 50% | | Average Annual Adj. EBITDA Growth | Three-year average of Adjusted EBITDA Growth during the Performance Period (April 1, 2024 – March 31, 2027) | 50% |
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
The Cash Flow ROI and Average Annual Adjusted EBITDA Growth metrics are intended to align management’s and shareholders’ interests, both as a measure of capital efficiency and of free cash flow generation, and in achieving the Company’s earnings growth targets. The Company uses Cash Flow ROI (a measure indicative of the cash flow return and efficiency of invested capital) to evaluate its financial performance, so the HCC Committee used the Cash Flow ROI metric to incentivize management to continue to improve the Company’s financial performance. Similarly, because Average Annual Adjusted EBITDA Growth is a key measure of growth of the earnings of the Company, the HCC Committee used the Average Annual Adjusted EBITDA Growth metric to incentivize management to create additional shareholder value through increased earnings of the Company. For the fiscal 2025 through fiscal 2027 LTIP, the HCC Committee considered the Company’s business plan as well as seven years of historical performance results for the Performance Peer Group when setting the Cash Flow ROI and Average Annual Adjusted EBITDA Growth goals. For both metrics, the HCC Committee set the Threshold level at what it determined to be an acceptable return and set the Maximum level at what it determined to be exceptional performance, with each corresponding to an appropriate competitive payout level. As shown below, the HCC Committee set performance goals for Threshold and Maximum performance at higher targets than in past years, and correspondingly set the payout levels at higher percentages to reflect the greater level of performance required to meet each performance goal than in past years – specifically changing the Threshold payout level form 10% to 25%, which is more in line with market practices, and the Maximum payout level from 200% to 250%, which is intended to reward the significantly greater level of performance required to meet this goal than in past years. Each metric for PS awards is weighted at 50 percent and is calculated independently of the other metric. The specific three-year performance goals for the PS award performance metrics, and the payout amounts at the Threshold, Target and Maximum performance levels for the PS awards granted in fiscal 2025 are as follows:
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
| | Threshold | Target | Maximum | | | (25% of Target | (100% of Target | (250% of Target | | | Award) | Award) | Award) | | Cash Flow ROI | 8.0% | 12.0% | ≥17.0% | | Average Annual Adjusted EBITDA Growth | 4.0% | 13.0% | ≥22.0% |
Grants under the LTIP Commencing in Fiscal 2025 and Ending in Fiscal 2027
If either the Company’s actual Cash Flow ROI or Average Annual Adjusted EBITDA Growth does not meet the Threshold for the performance period, no PSs will be earned under that metric. If actual Cash Flow ROI or Average Annual Adjusted EBITDA Growth for the performance period is between Threshold and Target and/or between Target and Maximum, the number of PS awards earned will be determined on a linear basis. If either the Company’s actual Cash Flow ROI or Average Annual Adjusted EBITDA Growth exceeds the Maximum for the performance period, only the Maximum percentage of the Target amount of the PS award for that metric will be earned. Notwithstanding the foregoing, the HCC Committee retains the discretion to decrease the number of shares earned under the PS award under the LTIP.
Payout of Performance Cash under LTIP for Performance Period Ending March 31, 2025
Payout of Performance Cash under LTIP for Performance Period Ending March 31, 2025 The performance period for performance cash under the LTIP approved by the HCC Committee in June 2022 was completed as of March 31, 2025. The Company used two measures to determine achievement: (1) three-year average Cash Flow ROI and (2) three-year Average Annual Adjusted EBITDA Growth (“EBITDA Growth”). For purposes of these performance cash awards, Cash Flow ROI means adjusted free cash flow, which is net cash provided by operating activities less expenditures for property, plant, and equipment, plus cash interest, which is cash paid for interest expense related to outstanding debt, with the total amount divided by average capital employed. The calculation of Cash Flow ROI was based on a three-year average Cash Flow ROI for fiscal 2023 through fiscal 2025 with average capital employed determined over five points (i.e., the last day of each fiscal quarter and prior fiscal year-end) and is subject to Permitted Adjustments similar to those described above with respect to the MIP. EBITDA Growth is the simple three-year average of Adjusted EBITDA Growth during the fiscal 2023 to fiscal 2025 performance period. Each metric for performance cash awards is calculated independently of the other metric, and each was weighted at 50 percent of the total award. The performance goals and actual achievement levels for this Performance Cash award were as follows, with each NEO earning a Performance Cash award equal to 200% of Target for the Performance Period:
Payout of Performance Cash under LTIP for Performance Period Ending March 31, 2025
| | Weight | Threshold | Target | Maximum | Actual | Performance Payout | | Cash Flow ROI | 50% | 7.0% | 10.5% | ≥14.0% | 14.0% | 100% | | Average Annual Adjusted EBITDA Growth | 50% | 2.0% | 7.0% | ≥12.0% | 38.3% | 100% | | Payout as a % of Target | N/A | 10% | 100% | 200% | - | 200% |
Payout of Performance Cash under LTIP for Performance Period Ending March 31, 2025
In accordance with applicable disclosure requirements, FY23 performance cash LTIP awards earned and FY25 Performance Shares granted both appear in the Summary Compensation Table for fiscal 2025. Officer Special Performance-Based Awards in Fiscal 2025 To focus on gross margin improvement and retain critical leadership as the Company continues to progress along its 80/20 transformation initiative, the HCC Committee approved grants of restricted stock units to all of the NEOs (other than Mr. Brinker) that report to the CEO, with a value equal to 100% of the NEO’s salary at the time of the grant. These grants (the “Retention Grants”) were made in May 2024 and vest on the three-year anniversary date of the grant date if the performance condition set forth in the award agreement is met on or before that anniversary. No payments will be made under the grants unless the performance condition is attained in full. The specified performance condition is the achievement of a 12-month trailing Gross Margin goal for Fiscal 2026. The Retention Grants will be forfeited upon termination of employment prior to the three-year anniversary of the grant date or if the performance condition is not satisfied.
Employment and Post-Employment Benefits
Employment and Post-Employment Benefits General Benefits The NEOs receive the same basic employee benefits that are offered by the Company to all salaried employees within the region where the individual resides. These benefits include medical and dental coverage, disability insurance and life insurance. The cost of these benefits is partially borne by the employee, including each NEO. The Company does not generally provide perquisites to any of the NEOs. Retirement Benefits for U.S. Employees The Company offers retirement benefits to its employees through tax-qualified plans, including the Modine Manufacturing Company 401(k) Retirement Plan (formerly known as the Modine 401(k) Plan for Salaried Employees), which is an employee and employer funded “Safe Harbor” plan. In recent years, the Company has contributed to participant 401(k) accounts (including NEO participants) a Safe Harbor Matching Contribution equal to 100 percent of the first 3 percent of compensation that an employee contributes to the Plan as an Elective Deferral for the Plan Year, plus 50 percent of the next 3 percent of compensation that an employee contributes as an Elective Deferral for the Plan Year. For eligible NEOs and eligible senior managers whose eligible compensation exceeds the IRS annual compensation limit, the Company has applied this matching formula to the applicable over-the-limit compensation and this amount is contributed to the Modine Deferred Compensation Plan. The Company did not make any additional contributions to the Modine Manufacturing Company 401(k) Retirement Plan for fiscal 2025. While the Modine Manufacturing Company 401(k) Retirement Plan “Safe Harbor” contribution is available to the Company’s eligible employees in the U.S., each individual participant’s 401(k) plan balance may vary due to a combination of differing annual amounts contributed by the employee, the investment choices of the participant (the same investment choices are available to all participants in the plan) and the number of years the person has participated in the 401(k) plan. Additionally, each eligible NEO’s and senior manager’s Deferred Compensation Plan balance may vary due to a combination of differing annual amounts contributed by the employee, the employee’s annual eligible compensation, the investment choices of the participant (the same investment choices are available to all eligible NEOs and senior managers in the plan) and the number of years the employee has participated in the Deferred Compensation Plan. In fiscal 2025, the Company made matching contributions to an NEO’s account under the 401(k) Retirement Plan equal to the sum of 100 percent of the first 3 percent of compensation an NEO elected to contribute to the 401(k) Retirement Plan and 50 percent of the next 3 percent of compensation an NEO elected to contribute to the 401(k) Retirement Plan. In fiscal 2025, the Company made contributions to the NEOs’ accounts under the Deferred Compensation Plan equal to the sum of 100 percent of the NEOs’ first 3 percent of eligible compensation in excess of the compensation limits applicable to 401(k) Plans and the NEOs (“over-the-limit compensation”) and 50 percent of the NEO’s next 3 percent of eligible over-the-limit compensation. The Company’s defined benefit pension plan, which is frozen, is more fully described in the Pension Benefits Table for Fiscal 2025 below. Mr. Lucareli and Mr. Agen participate in the Company’s defined benefit pension plan. Mr. Brinker, Mr. McGinnis, Ms. Roth and Mr. Peace joined the Company after the defined benefit pension plan was closed to new participants. In addition to the employee benefits applicable to U.S. employees in general, certain highly compensated employees of the Company, including the NEOs, may participate in the Deferred Compensation Plan. The Deferred Compensation Plan is a nonqualified plan that allows a highly compensated employee to defer up to 50 percent of their base salary and up to 50 percent of their bonus. Compensation deferred pursuant to the Deferred Compensation Plan is an asset of the Company. The sums deferred do not earn a preferential rate of return and the investment alternatives are generally the same as the 401(k) Retirement Plan. Payments out of the Deferred Compensation Plan are not made until termination of service or retirement. As part of the Company’s objective of restoring in this plan amounts that exceeded the allowable Company match and Company contributions to the 401(k) Retirement Plan because of statutory limits, the Company contributes an amount equal to the amount of the employer match and employer contribution that was not allowed to be contributed to the 401(k) Retirement Plan for such individuals due to statutory limits. Severance Plan The Company has a severance plan (the “Severance Plan”) for officer-level executives, as recommended to the Committee by the Company’s CEO. The purpose of the Severance Plan is to generally ensure consistent treatment of individuals in such positions in the event of an involuntary termination of employment without cause, subject to the discretion of the HCC Committee in special circumstances. The Severance Plan provides that such individuals would be paid their annual base salary at the time of termination in installment payments over the course of the year following termination and would be eligible to elect Company-paid COBRA continuation coverage for one year following termination. In the event of an NEO’s termination in connection with a change in control, such individual would be paid two times their annual base salary at the time of termination plus two times their target bonus for that year. Additionally, the NEO would be eligible to elect Company-paid COBRA continuation coverage for 18 months following termination. In order to receive these benefits, participants are required to release the Company from any and all liability. For further detail regarding payments and benefits under the Severance Plan, see Potential Post-Employment Payments below. All NEOs other than Mr. Brinker (who has a separate employment and change in control agreement) are covered under the Severance Plan; provided, however, Mr. Lucareli is not entitled to certain benefits in the event of his termination of employment in connection with a change in control of the Company under the Severance Plan as he has entered into a separate change in control agreement with the Company (see Potential Post-Employment Payments below for more information).
Incentive Compensation Recovery and Grant Timing Policies
Incentive Compensation Recovery and Grant Timing Policies The HCC Committee has implemented two policies providing for the recovery of incentive compensation under specified circumstances. The Company’s Incentive Compensation Recoupment Policy, as amended and restated, requires, effective beginning with awards granted in fiscal 2013, forfeiture or repayment of any awards granted under the 2020 Incentive Plan (i.e., the MIP (cash bonus) or any long-term incentive awards) if the HCC Committee determines that a participant committed an act of misconduct that is adverse, or reasonably expected to be adverse, to the best interests of the Company or its shareholders. In addition, in fiscal 2024, the Company adopted the Modine Manufacturing Company Executive Office Compensation Recovery Policy (the “Recovery Policy”), which is intended to comply with regulations promulgated under the Exchange Act and the NYSE listing requirements. Under the Recovery Policy, in the event of an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each of (i) or (ii), an “Accounting Restatement”), the Company is required to recover from each executive officer the amount of any applicable incentive-based compensation (compensation granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure) received by such executive officer during the applicable clawback period (generally the three prior completed fiscal years) that exceeds the amount that would have been received had it been determined based on the restated financial statements. We have never granted, and have no plans to grant, stock options in anticipation of the release of material nonpublic information, and it is our policy and practice to not time the release of material nonpublic information based on stock options grant dates or for the purpose of affecting the value of executive compensation. Additionally, it is our general practice and policy not to grant stock options or similar awards (i) during blackout periods established in accordance with our Insider Trading Policy; or (ii) at any time during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information. As a general practice, our executive officers, directors, and employees are not permitted to choose the grant date applicable to their individual equity awards. Our HCC Committee has historically granted such awards on a predetermined annual schedule. We also periodically grant off-cycle equity awards in connection with specific circumstances, such as new hires. In accordance with this policy and practice, during fiscal 2025, none of our NEOs were awarded stock options with an effective grant date during any period beginning four business days before the filing or furnishing of a Form 10-Q, Form 10-K, or Form 8-K that disclosed material nonpublic information and ending one business day after the filing or furnishing of such reports. During fiscal 2025, we have not timed the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation.
Employment Agreements
Employment Agreements The Company has an employment agreement with Mr. Brinker. See Potential Post-Employment Payments below for additional information about benefits in the event of a termination of employment under Mr. Brinker’s employment agreement. The Company has entered into change in control agreements with Mr. Brinker and Mr. Lucareli. The purpose of these agreements is to ensure continuity and, in the case of a change in control, the continued dedication of key employees during any period of uncertainty due to a proposed or pending change in control of the Company. See Potential Post-Employment Payments below for additional information about benefits in the event of a change in control under the employment agreements and the change in control agreements.
Tax Implications for NEOs
Tax Implications for NEOs The HCC Committee generally seeks to structure compensation amounts and plans so that they do not result in penalties for the NEOs under the Internal Revenue Code of 1986, as amended (the “Code”). For example, Section 409A of the Code imposes substantial penalties and results in the loss of any tax deferral for nonqualified deferred compensation that does not meet the requirements of that section. The HCC Committee has generally structured the elements of the Company’s compensation program so that they are either not characterized as nonqualified deferred compensation under Section 409A or meet the distribution, timing, and other requirements of Section 409A. Without these steps, certain elements of compensation could result in substantial tax liability for the NEOs. Section 280G and related provisions of the Code impose substantial excise taxes on so-called “excess parachute payments” payable to certain executives upon a change in control and results in the loss of the compensation deductions for such payments by the executive’s employer. When the Company entered into the change in control agreement with Mr. Lucareli, which was entered into prior to 2009, the HCC Committee structured the change in control payment to include a gross up for excise taxes imposed under Section 280G in order to preserve the after-tax value of those payments to him. The portion of the Severance Plan applicable in a change in control, which is applicable to those joining the Company’s senior management on or after the date of adoption of the Severance Plan, does not provide excise tax gross ups in the event of a change in control.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table sets forth compensation awarded to, earned by, or paid to the Company’s NEOs, which include (i) the Principal Executive Officer, (ii) the Principal Financial Officer, and (iii) the three most highly compensated executive officers, serving as officers as of the end of fiscal 2025.
2025 Summary Compensation Table
| | | | | | | Non-Equity | | | | | | | | | | | Incentive Plan | Change in | All Other | | | Name and | Fiscal | | | Stock Awards | Option Awards | Compensation | Pension | Compensation | | | Principal Position | Year | Salary ($)(1) | Bonus ($) | ($)(2) | ($)(3) | ($)(4) | Value ($)(5) | ($)(6) | Total ($) | | Neil D. Brinker | 2025 | 1,123,077 | — | 5,175,010 | — | 6,351,989 | NA | 56,456 | 12,706,532 | | President and CEO | | | | | | | | | | | | 2024 | 1,009,615 | — | 3,675,008 | — | 3,771,225 | NA | 49,979 | 8,505,827 | | | 2023 | 882,750 | — | 944,995 | 540,016 | 2,414,355 | NA | 42,016 | 4,824,132 | | Michael B. Lucareli | 2025 | 666,904 | — | 2,177,613 | — | 2,323,194 | 7,421 | 33,320 | 5,208,453 | | EVP, CFO | | | | | | | | | | | | 2024 | 615,865 | — | 1,260,007 | — | 1,471,051 | 2,105 | 30,352 | 3,379,380 | | | 2023 | 563,567 | 288,750 | 1,147,780 | 202,133 | 1,162,545 | 0 | 27,240 | 3,392,015 | | Eric S. McGinnis | 2025 | 529,231 | — | 1,430,988 | — | 1,435,335 | NA | 26,602 | 3,422,156 | | President, Climate Solutions | | | | | | | | | | | | 2024 | 486,000 | — | 674,991 | — | 1,039,517 | NA | 24,110 | 2,224,618 | | | 2023 | 439,242 | — | 396,483 | 98,562 | 703,730 | NA | 21,018 | 1,659,035 | | Adrian I. Peace | 2025 | 529,231 | — | 1,573,514 | 521,494 | 1,184,897 | NA | 911,741 | 4,720,876 | | President, Performance | | | | | | | | | | | Technologies | 2024 | 486,000 | — | 674,991 | — | 846,140 | NA | 24,110 | 2,031,241 | | Erin J. Roth | 2025 | 465,577 | — | 1,140,017 | — | 812,716 | NA | 23,215 | 2,441,526 | | Vice President, General | | | | | | | | | | | Counsel and CCO | | | | | | | | | | | Brian J. Agen | 2025 | 444,481 | — | 1,088,444 | — | 1,121,944 | 5,570 | 22,466 | 2,682,904 | | VP, Chief Human Resources | | | | | | | | | | | Officer | 2024 | 410,442 | — | 483,006 | — | 724,781 | 1,718 | 20,747 | 1,640,693 | | | 2023 | 376,937 | 192,250 | 519,076 | 76,902 | 475,951 | 0 | 18,037 | 1,659,153 |
2025 Summary Compensation Table
| (1) The salary amounts include amounts deferred at the NEO’s option through contributions to the Modine 401(k) Retirement Plan and the Modine Deferred Compensation Plan. |
2025 Summary Compensation Table
| (2) Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for RSUs and, in fiscal 2025, RSUs and PS awards. For fiscal 2025, the maximum grant date fair value for the PS awards held by the NEOs other than Mr. Peace are as follows for the NEOs – Mr. Brinker $10,350,020; Mr. Lucareli $2,994,283; Mr. McGinnis $1,781,990; Ms. Roth $1,330,072; and Mr. Agen $1,269,885. The assumptions used to determine the fair value of the awards are discussed in Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2025. |
2025 Summary Compensation Table
With regard to Mr. Peace, in addition to the aggregate grant date fair value of the RSU and PS awards granted to him in May 2025, the amount in this column for 2025 also includes the incremental fair value of all of his modified awards that will vest pursuant to the terms of his Separation Letter Agreement. In accordance with FASB ASC Topic 718, the Company had to revalue these awards for expensing purposes effective February 26, 2025, the date Mr. Peace’s role as our PT segment President ended and he was placed on leave. The incremental fair value of the modified awards was $5,136,179, the details of which are described further in the Grants of Plan Based Awards table. For Mr. Peace, the maximum grant date fair value for the PS award granted to him in May 2025 Mr. Peace was $1,781,990 (prior to any modification). Subsequent to its modification, the maximum grant date fair value for his fiscal 2025 PS award was $747,198 (prorated pursuant to the terms of his Separation Letter Agreement).
2025 Summary Compensation Table
| (3) The Company did not award stock options as part of its LTIP Plan in fiscal year 2025. The amount disclosed in 2025 for Mr. Peace represents the incremental fair value of his modified option awards that continued to vest pursuant to the terms of his Separation Letter Agreement. In accord with FASB ASC Topic 718, the Company had to revalue these awards for expensing purposes effective February 26, 2025, the date Mr. Peace’s role as our PT segment President ended and he was placed on leave. |
2025 Summary Compensation Table
Values disclosed in this column for fiscal year 2023, represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for grants of stock options in that year. The actual value, if any, that an optionee will realize upon the exercise of an option will depend on the excess of the market value of the Company’s common stock over the exercise price on the date the option is exercised, which cannot be determined until the option is exercised.
2025 Summary Compensation Table
| (4) The amounts in the “Non-Equity Incentive Plan Compensation” column include payments under the MIP for fiscal year 2025 and the earned value of the performance cash awards for the fiscal 2023 - 2025 performance cycle, as follows: |
2025 Summary Compensation Table
| | | Fiscal 2023-25 LTIP Earned | | | 2025 MIP | Performance Cash Awards | | Mr. Brinker | $3,921,989 | $2,430,000 | | Mr. Lucareli | $1,413,632 | $909,562 | | Mr. McGinnis | $991,815 | $443,520 | | Mr. Peace | $741,377 | $443,520 | | Ms. Roth | $812,716 | N/A | | Mr. Agen | $775,894 | $346,050 |
2025 Summary Compensation Table
| (5) Represents the change in pension value between the end of fiscal 2024 and the end of fiscal 2025 for the NEOs who participate in the Modine Manufacturing Company Pension Plan. For purposes of calculating the change in benefit values from year to year, the discount rates used to determine the present value of the benefit were 5.5 percent as of March 31, 2025, and 5.4 percent as of March 31, 2024. |
2025 Summary Compensation Table
| (6) The amounts set forth in this column for fiscal 2025 include: |
2025 Summary Compensation Table
| ● | Company matching contributions to participant accounts in the 401(k) Retirement Plan (“401(k) Company Match”) equal to 100 percent of the amount contributed to the plan by the employee for up to 3 percent of annual income, and 50 percent of the amount contributed to the plan by the employee for up to an additional 3 percent of annual income, subject to the maximum contribution limit to the plan ($23,000 in calendar year 2024 and $23,500 in calendar year 2025); |
2025 Summary Compensation Table
| ● | Company contributions to the Deferred Compensation Plan equal to the amount of the Company match on salary that could not be contributed to the 401(k) Retirement Plan, because of statutory limits (“Company Excess Match/Contribution Overflow to Deferred Compensation Plan”); |
2025 Summary Compensation Table
| ● | Company payment of long-term disability insurance premiums (“Long-Term Disability Insurance Premiums”); |
2025 Summary Compensation Table
| ● | Company payment of life insurance premiums (“Life Insurance Premiums”) |
2025 Summary Compensation Table
| ● | With regard to Mr. Peace, the salary and benefit amounts payable to him by the Company pursuant to the Company’s Supplemental Severance Plan and his Separation Letter Agreement, |
2025 Summary Compensation Table
| the details of which are included with our Potential Payments Upon Termination of Employment or Change in Control disclosures on pages 57-58. |
2025 Summary Compensation Table
| | | Company Excess Match / | Long-Term | | | | | | 401(k) | Contribution Overflow to | Disability & Life | | | | | | Company | Deferred Compensation | Insurance | | | | | Name | Match ($) | Plan ($) | Premiums ($) | Severance ($) | Perquisites ($) | Total ($) | | Neil D. Brinker | 17,438 | 33,975 | 5,043 | — | — | 56,456 | | Michael B. Lucareli | 16,049 | 13,961 | 3,309 | — | — | 33,320 | | Eric S. McGinnis | 15,940 | 7,875 | 2,786 | — | — | 26,602 | | Adrian I. Peace | 15,940 | 7,875 | 2,786 | 885,139 | — | 911,741 | | Erin J. Roth | 15,888 | 5,063 | 2,264 | — | — | 23,215 | | Brian J. Agen | 15,873 | 4,129 | 2,464 | — | — | 22,466 |
Grants of Plan-Based Awards for Fiscal 2025
Grants of Plan-Based Awards for Fiscal 2025 In fiscal 2025, the Company granted restricted stock units, PS awards, and short-term cash incentives as Plan-Based Awards. Restricted stock units granted in fiscal 2025 under the LTIP vest in three annual installments commencing one year after the date of grant. PS awards are earned by achieving financial goals over a three-year period (ending March 31, 2027) and any earned PS award will vest at the end of that three-year period. Retention Grants granted in fiscal 2025 are earned by achieving the financial goal set for fiscal 2025 for such awards and if such goal is met, they will vest on the three-year anniversary of the grant date. Further details regarding the PS awards, the Retention Grants, and short-term cash incentive awards (MIP awards) are described in the Compensation Discussion and Analysis section above. The following table sets forth information about grants of awards made in the fiscal year ending March 31, 2025, to the NEOs.
Grants of Plan-Based Awards for Fiscal 2025
| | | | | | | | | All Other | All Other | | | | | | | | | | | | Stock | Option | | | | | | | | | | | | Awards; | Awards; | Exercise | Grant Date | | | | | | | | | | Number of | Number of | or Base | Fair Value | | | | | | | Estimated Future Payouts of | | | Shares of | Securities | Price of | of Stock | | | | Estimated Future Payouts | | | Performance-based | | | Stock or | Underlying | Option | and Option | | | | Under Non-Equity | | | Awards Under | | | Units | Options | Awards | Awards | | Name | Grant Date | Incentive Plan Awards (1) | | | Equity Incentive Plan Awards (2) | | | (# )(3) | (# )(3) | ($/Sh) | ($) | | | | Threshold | Target | Max | Threshold | Target | Max | | | | | | | | ($) | ($) | ($) | (#) | (#) | (#) | | | | | | Neil D. | NA | 393,774 | 1,575,096 | 3,937,740 | | | | | | | NA | | Brinker | 5/16/24 | | | | 9,974 | 39,896 | 99,740 | | | | 4,140,008 | | | 5/16/24 | | | | | | | 9,974 | | | 1,035,002 | | Michael B. | NA | 141,931 | 567,723 | 1,419,308 | | | | | | | NA | | Lucareli | 5/16/24 | | | | 2,886 | 11,542 | 28,855 | | | | 1,197,713 | | | 5/16/24 | | | | | 6,558 | | | | | 680,524 | | | 5/16/24 | | | | | | | 2,885 | | | 299,376 | | Eric S. | NA | 99,380 | 397,521 | 993,801 | | | | | | | NA | | McGinnis | 5/16/24 | | | | 1,717 | 6,869 | 17,173 | | | | 712,796 | | | 5/16/24 | | | | | 5,204 | | | | | 540,019 | | | 5/16/24 | | | | | | | 1,717 | | | 178,173 | | Adrian I. | NA | 99,380 | 397,521 | 993,801 | | | | | | | NA | | Peace | 5/16/24 | | | | 859 | 3,435 | 8,588 | | | | 356,450 | | | 5/16/24 | | | | | 5,204 | | | | | 540,019 | | | 5/16/24 | | | | | | | 1,717 | | | 178,173 | | | 2/26/25 | | | | | | | 11,727 | | | 1,020,366 | | | 2/26/25 | | | | | | | | 6,914 | | 521,494 | | | 2/26/25 | | | | | | 39,574 | | | | 3,443,334 | | | 2/26/25 | | | | | 7,729 | 8,588 | | | | 672,479 | | Erin J. | NA | 81,598 | 326,392 | 815,979 | | | | | | | NA | | Roth | 5/16/24 | | | | 1,282 | 5,127 | 12,818 | | | | 532,029 | | | 5/16/24 | | | | | 4,577 | | | | | 474,955 | | | 5/16/24 | | | | | | | 1,282 | | | 133,033 | | Brian J. | NA | 77,901 | 311,604 | 779,009 | | | | | | | NA | | Agen | 5/16/24 | | | | 1,224 | 4,895 | 12,238 | | | | 507,954 | | | 5/16/24 | | | | | 4,370 | | | | | 453,475 | | | 5/16/24 | | | | | | | 1,224 | | | 127,014 |
Grants of Plan-Based Awards for Fiscal 2025
| (1) Amounts in these columns represent potential cash incentive payout amounts under the fiscal 2025 MIP. |
Grants of Plan-Based Awards for Fiscal 2025
| (2) PS awards are made under the 2020 Incentive Plan. For the PS awards, amounts in those columns represent the potential earned share awards under the fiscal 2025 LTIP for achievement at the Threshold, Target and Max performance levels. Also set forth in this column are the Retention Grants, made to each NEO in fiscal 2025, other than Mr. Brinker. Each NEO will earn the stated Target amount of the grant only if the performance criteria of the award (12-month trailing Gross Margin goal for Fiscal 2026) is achieved and such NEO remains an employee of the Company through the third-year anniversary date of the grant date. Since Mr. Peace’s employment with the Company will end prior to this third-year anniversary date, his Retention Grant (5,204) was forfeited. |
Grants of Plan-Based Awards for Fiscal 2025
The awards dated February 26, 2025 for Mr. Peace represent the modified awards that he holds that will vest pursuant to his Separation Letter Agreement, with the modifications and updated values calculated effective February 26, 2025, the date Mr. Peace’s role as our PT segment President ended and he was placed on leave, including: (a) the full amount of his PS award for FY24-26 (39,574), and (b) a prorated amount of his PS award for FY25-27 (7,729), each of which was calculated at the estimated performance level of each award as of February 26, 2025 (200% for FY24-26, 225% for FY25-27), but which will not pay out until the end of each performance period, and will only pay out based on actual performance achieved toward the goals. The modified grant date fair value of such PS awards was based on the Company’s stock price of $87.01 on February 26, 2025.
Grants of Plan-Based Awards for Fiscal 2025
| (3) Restricted stock unit awards made under the 2020 Incentive Plan. No stock options were granted in fiscal 2025. With regard to Mr. Peace, the awards dated February 26, 2025 represent the modified RSU and option awards that he holds and that will vest pursuant to his Separation Letter Agreement, calculated effective February 26, 2025, the date Mr. Peace’s role as our PT segment President ended and he was placed on leave. The modified grant date fair value of such RSU and Option awards was based on the Company’s stock price of $87.01 on February 26, 2025. |
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | | | Stock Awards | | | | | | | | | | | | Equity | Equity | | | | | | | | | Incentive Plan | Incentive Plan | | | | | | | | Market | Awards; | Awards; Market | | | Number of | Number of | | | Number of | Value of | Number of | or Payout | | | Securities | Securities | | | Shares or | Shares or | Unearned | Value of | | | Underlying | Underlying | | | Units of | Units of | Shares, Units | Unearned | | | Unexercised | Unexercised | | | Stock that | Stock that | or Other | Shares, Units | | | Options | Options | Option | Option | Have Not | Have Not | Rights that | or Other Rights | | | Exercisable | Unexercisable | Exercise | Expiration | Vested | Vested | Have Not | that Have Not | | Name | (#)(1) | (#)(1) | Price ($) | Date | (#)(2) | ($)(2) | Vested (#)(3) | Vested ($)(3) | | Neil D. | 33,327 | 11,112 | 17.79 | 6/4/31 | 64,454 | 4,946,845 | 315,204 | 24,191,907 | | Brinker | 51,504 | 26,533 | 12.28 | 6/6/32 | | | | | | Michael B. | 14,443 | — | 17.90 | 5/30/28 | 23,387 | 1,794,952 | 109,287 | 8,387,777 | | Lucareli | 11,996 | — | 13.26 | 5/29/29 | | | | | | | 19,595 | — | 6.62 | 10/2/30 | | | | | | | 14,667 | 4,891 | 17.79 | 6/4/31 | | | | | | | 19,276 | 9,934 | 12.28 | 6/6/32 | | | | | | Eric S. | 12,269 | — | 12.62 | 8/25/31 | 11,727 | 900,047 | 61,951 | 4,754,701 | | McGinnis | 6,213 | 2,071 | 12.62 | 8/25/31 | | | | | | | 9,400 | 4,843 | 12.28 | 6/6/32 | | | | | | Adrian I. | 6,213 | 2,071 | 12.62 | 9/30/26 | 11,727 | 900,047 | 48,162 | 3,696,395 | | Peace | 9,400 | 4,843 | 12.28 | 9/30/26 | | | | | | Erin J. | — | — | — | | 2,722 | 208,914 | 22,645 | 1,737,965 | | Roth | | | | | | | | | | Brian J. | 6,847 | — | 15.90 | 6/1/27 | 8,899 | 682,998 | 44,926 | 3,448,032 | | Agen | 6,643 | — | 17.90 | 5/30/28 | | | | | | | 9,739 | — | 13.26 | 5/29/29 | | | | | | | 16,351 | — | 6.62 | 10/2/30 | | | | | | | 5,115 | 1,706 | 17.79 | 6/4/31 | | | | | | | 7,334 | 3,779 | 12.28 | 6/6/32 | | | | |
Outstanding Equity Awards at Fiscal Year End
| (1) The options vest in four equal annual installments commencing on the first anniversary of the date of grant, except that options awarded in fiscal 2023 vest in three annual installments. With regard to Mr. Peace, his unvested options continued to vest pursuant to the terms of his Separation Letter Agreement, and will expire on September 30, 2026, which is one year following his termination date from the Company. |
Outstanding Equity Awards at Fiscal Year End
| (2) Amounts represent RSU awards. All RSUs granted prior to fiscal 2023 vest in four equal annual installments commencing one year after the date of grant, and awards granted beginning in fiscal 2023 vest in three annual installments. The market value of the awards was determined by multiplying the number of restricted stock units by $76.75, the closing price of the Company’s common stock on the NYSE on March 31, 2025. See Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation for a description of restricted stock unit awards. |
Outstanding Equity Awards at Fiscal Year End
The restricted stock units vest as follows:
Outstanding Equity Awards at Fiscal Year End
| | Shares vesting for | | | | | | | | Neil | Michael | Eric | Adrian | Erin | Brian | | | Brinker (#) | Lucareli (#) | McGinnis (#) | Peace (#) | Roth (#) | Agen (#) | | May 16, 2025 | 3,291 | 952 | 566 | 566 | 423 | 403 | | May 31, 2025 | 8,887 | 3,047 | 1,632 | 1,632 | | 1,168 | | June 4, 2025 | 10,268 | 4,521 | | | | 1,576 | | June 6, 2025 | 26,166 | 9,794 | 4,776 | 4,776 | | 3,727 | | August 25, 2025 | | | 1,919 | 1,919 | | | | September 30, 2025 | | | | 2,834 | | | | November 27, 2025 | | | | | 1,216 | | | May 16, 2026 | 3,291 | 952 | 566 | | 423 | 403 | | May 31, 2026 | 9,159 | 3,140 | 1,683 | | | 1,204 | | November 27, 2026 | | | | | 224 | | | May 16, 2027 | 3,392 | 981 | 585 | | 436 | 418 |
Outstanding Equity Awards at Fiscal Year End
With regard to Mr. Peace, any RSUs scheduled to vest prior to September 30, 2025, will continue to vest as scheduled. For those RSUs listed above that were scheduled to vest after September 30, 2025, pursuant to the Separation Letter Agreement they will now vest on September 30, 2025, which is Mr. Peace’s termination date from the Company.
Outstanding Equity Awards at Fiscal Year End
| (3) Amounts represent the total of unearned or unvested PS awards and the fiscal year 2025 Officer Special Retention grant. The fiscal 2024 and fiscal 2025 PS awards are reflected at the Maximum level. See Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation for a description of PS awards. The market value of the PS awards and the Officer Special Retention grant was determined by multiplying the number of unvested shares by $76.75, the closing price of the Company’s common stock on the NYSE on March 31, 2025 |
Outstanding Equity Awards at Fiscal Year End
For a description of the Retention Grant, see page 39 under the heading “Officer Special Performance-Based Awards in Fiscal 2025.” As noted in the footnotes accompanying the Grants of Plan Based Awards for Fiscal 2025 table, Mr. Peace will forfeit his Retention Grant upon his separation. As such, the amounts reflected in this table do not include that award for Mr. Peace. Additionally, with regard to Mr. Peace, the amounts reflect the PS awards that will continue to vest pursuant to the terms of his Separation Letter Agreement, the details of which are discussed in the footnotes to the Grants of Plan Based Awards for Fiscal 2025 table.
Option Exercises and Stock Vested for Fiscal 2025
Option Exercises and Stock Vested for Fiscal 2025 The following table shows a summary of the stock options exercised and RSUs vested for the named executive officers during the fiscal year ended March 31, 2025.
Option Exercises and Stock Vested for Fiscal 2025
| | Option Awards | | Stock Awards | | | | Number of Shares | Value Realized | Number of Shares | Value Realized on | | Name | Acquired on Exercise (#) | on Exercise ($) (1) | Acquired on Vesting (#) | Vesting ($) (2) | | Neil D. Brinker | 22,843 | 2,427,982 | 50,446 | 4,951,775 | | Michael B. Lucareli | 17,541 | 1,521,506 | 74,335 | 7,894,950 | | Eric S. McGinnis | — | — | 8,185 | 813,309 | | Adrian I. Peace | — | — | 8,185 | 813,309 | | Erin J. Roth | — | — | 216 | 28,808 | | Brian J. Agen | — | — | 24,774 | 2,546,576 |
Option Exercises and Stock Vested for Fiscal 2025
| (1) Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of the Company’s stock on the exercise date and the exercise price of the options. |
Option Exercises and Stock Vested for Fiscal 2025
| (2) Reflects the amount calculated by multiplying the number of shares vested by the market price of the Company’s common stock on the vesting date. |
Pension Benefits Table for Fiscal 2025
Pension Benefits Table for Fiscal 2025
Pension Benefits Table for Fiscal 2025
| | | Number of Years | Present Value of | Payments During | | | | Credited Service | Accumulated Benefit | Last Fiscal Year | | Name | Plan Name | (#) | ($) (1) | ($) | | Neil D. Brinker | NA | NA | NA | NA | | Michael B. Lucareli | Salaried Pension Plan | 6.6 | 172,475 | — | | Eric S. McGinnis | NA | NA | NA | NA | | Adrian I. Peace | NA | NA | NA | NA | | Erin J. Roth | NA | NA | NA | NA | | Brian J. Agen | Salaried Pension Plan | 9.3 | 126,797 | — |
Pension Benefits Table for Fiscal 2025
| (1) The Company used the following assumptions to determine the present value of accumulated benefit as set forth in the table above: discount rate of 5.52%; Mortality: use of Pri-2012 (70% Blue Collar/30% White Collar Blend) table projected generationally using scale MP-2021 converging to the 2024 Proxy SSA ultimate improvement factors over 10 years for age and 20 year for cohort (post - retirement decrement only); service up to March 31, 2006 and pay up to December 31, 2007 (the plans froze service accumulation on March 31, 2006 and pay changes on December 31, 2007); employees elect to begin |
Pension Benefits Table for Fiscal 2025
| payments as soon as they are eligible to receive unreduced benefits; 80% of employees elect lump sums from the qualified plan and 20% elect annuities. |
Pension Benefits
Pension Benefits The Company’s pension plan, The Modine Manufacturing Company Pension Plan (the “Salaried Pension Plan”), is frozen. Participants in the Salaried Pension Plan no longer earn additional credited service (effective April 1, 2006) and changes in salary for a participant are not considered in determining pension benefits (effective December 31, 2007). The Salaried Pension Plan was formerly a part of competitive compensation for manufacturing companies such as Modine. The Salaried Pension Plan was frozen consistent with contemporary benefit practices. The NEOs who were employed by the Company on or before December 31, 2003, participate on the same basis as other salaried employees in the non-contributory Salaried Pension Plan. Mr. Brinker, Mr. McGinnis, Mr. Peace, and Ms. Roth do not participate in the Salaried Pension Plan because they joined the Company after December 31, 2003. Retirement benefits are based upon an employee’s earnings for the five highest consecutive calendar years of the last ten calendar years preceding retirement (provided that salary after the plan was frozen is not considered) and on years of service (provided that service after the plan was frozen is not considered). Applicable earnings include salary, bonus, and any amount deferred under the 401(k) Retirement Plan. A minimum of five years of service was required for the benefits to vest. The principal benefit under the Salaried Pension Plan is a lifetime monthly benefit for the joint lives of a participant and his or her spouse based on the employee’s earnings and period of employment. The pension benefit is not subject to offset against Social Security benefits. Employees may retire with unreduced early retirement benefits at age 62 or may be eligible for deferred or other early retirement benefits depending on their age and years of service. In addition, an employee may elect to receive a lump-sum pension benefit if, upon retirement, the sum of the employee’s age plus years of eligible service with the Company equals at least 85. Furthermore, if employed on and before March 31, 2001, an employee who reaches age 62 and who has accumulated thirty or more years of eligible service may request that the accrued benefit be paid immediately in a lump-sum amount, even if he or she elects not to retire at that time. Payment pursuant to the Salaried Pension Plan may be limited by regulation based upon the funded status of the plan. Pension benefits under the Salaried Pension Plan are subject to possible limitations imposed by the Code. In June 2024, the Company approved the termination of its primary U.S. pension plan, subject to approvals from the Internal Revenue Service and the Pension Benefit Guaranty Corporation, which we expect to receive in fiscal 2026. The Company intends to offer participants, including Mr. Agen and Mr. Lucareli, the option to receive their pension benefits in the form of a lump-sum distribution prior to purchasing annuity contracts to transfer its remaining obligations under the plan. In the event either Mr. Agen or Mr. Lucareli elect to receive such a lump-sum distribution, it would be paid to them shortly after such election, even if either of them is not retired at that time.
Nonqualified Deferred Compensation Table for Fiscal 2025
Nonqualified Deferred Compensation Table for Fiscal 2025
Nonqualified Deferred Compensation Table for Fiscal 2025
| | Executive | Registrant | Aggregate | Aggregate | Aggregate | | | Contributions in | Contributions in | Earnings in | Withdrawals / | Balance at Last | | Name | Last FY ($)(1) | Last FY ($)(2) | Last FY ($) | Distributions ($) | FYE ($)(3) | | Neil D. Brinker | — | 33,975 | (6,712) | — | 113,743 | | Michael B. Lucareli | 462,656 | 13,961 | 66,163 | — | 1,637,179 | | Eric S. McGinnis | — | 7,875 | (703) | — | 19,813 | | Adrian I. Peace | — | 7,875 | 710 | — | 21,227 | | Erin J. Roth | — | 5,063 | 58 | — | 5,120 | | Brian J. Agen | 117,582 | 4,129 | (4,888) | — | 284,469 |
Nonqualified Deferred Compensation Table for Fiscal 2025
| (1) Amounts include any deferrals of base salary and such amounts are included in the “Base Salary” column of the Summary Compensation Table. |
Nonqualified Deferred Compensation Table for Fiscal 2025
| (2) Amounts are reported in the Summary Compensation Table. Company matching contributions that could not otherwise be made to the 401(k) Retirement Plan because of statutory limits are made to the Deferred Compensation Plan. |
Nonqualified Deferred Compensation Table for Fiscal 2025
| (3) All executive contributions and contributions by the Company for fiscal 2025 have been reported in the Summary Compensation Table for the current year (i.e., fiscal 2025). In addition to the current year, executive contributions and contributions by the Company with respect to Mr. Lucareli for prior years in which Mr. Lucareli was an NEO have been reported in the Summary Compensation Table in prior years. In total, $586,629 in contributions have been reported for Mr. Lucareli as an NEO in the Summary Compensation Table in prior years. The remainder of the aggregate balance for Mr. Lucareli in the above column reflects earnings (and losses) on those contributions. In addition to the current year, the Company has reported $78,099, $12,178, $123,582, and $6,480 in contributions in the Summary Compensation Table for Mr. Brinker, Mr. McGinnis, Mr. Agen, and Mr. Peace, respectively, prior to fiscal 2025. The remainder of their aggregate balances in the above column reflects contributions prior to their (and Ms. Roth) becoming an NEO, if any, and the earnings (and losses) on their contributions. |
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The Deferred Compensation Plan is a nonqualified plan. All of the NEOs currently employed by Modine are eligible to participate in the Deferred Compensation Plan. The Deferred Compensation Plan allows an employee to defer salary in an amount that exceeds the statutory limitations applicable to the 401(k) Retirement Plan. For the 2024 calendar year, an employee could generally contribute no more than $23,000 to the 401(k) Retirement Plan. The Deferred Compensation Plan allows a highly compensated employee to defer up to ten percent of base salary. Salary deferred pursuant to the Deferred Compensation Plan is an asset of the Company. The sums deferred do not earn a preferential rate of return. Company contributions are also made to the Deferred Compensation Plan in an amount equal to the Company match and profit sharing contributions that would otherwise have been contributed to the 401(k) Retirement Plan but for the statutory limits. All of the NEOs who participate in the Deferred Compensation Plan were fully vested in the Company contributions as of March 31, 2025. Payments out of the Deferred Compensation Plan are not made until termination of service or retirement. The investment alternatives available to the NEOs under the Deferred Compensation Plan are selected by the Company and are generally the same as the alternatives available under the 401(k) Retirement Plan but may be changed from time to time. The NEOs are permitted to change their investment elections at any time on a prospective basis. The table below shows the funds available under the plan and their annual rate of return for the fiscal year ended March 31, 2025.
Nonqualified Deferred Compensation
| | Return for | | | 12 Months | | | Ended | | | March 31, | | Name of Fund | 2025 | | Baird Aggregate Bond Institutional Fund | 5.22% | | DFA US Large Cap Equity Portfolio Institutional Fund | 6.86% | | DFA US Small Cap Fund | (2.17)% | | Fidelity 500 Index Fund | 8.24% | | Fidelity Diversified International K6 Fund | 3.6% | | Fidelity Mid Cap Index Fund | 2.55% | | Fidelity Small Cap Index Fund | (3.88)% | | Fidelity Total International Index Fund | 6.32% | | Fidelity US Bond Index Fund | 4.9% | | FMI Common Stock Institutional Fund | (1.96)% | | Virtus KAR Mid-Cap Core R6 Fund | (4.16)% | | Vanguard Short-Term Bond Index Admiral Fund | 5.65% | | Allspring Government Money Market Institutional Fund | 4.88% | | T. Rowe Price Retirement I 2005 I Fund | 5.9% | | T. Rowe Price Retirement I 2010 I Fund | 5.85% | | T. Rowe Price Retirement I 2015 I Fund | 5.88% | | T. Rowe Price Retirement I 2020 I Fund | 5.82% | | T. Rowe Price Retirement I 2025 I Fund | 5.79% | | T. Rowe Price Retirement I 2030 I Fund | 5.69% | | T. Rowe Price Retirement I 2035 I Fund | 5.66% | | T. Rowe Price Retirement I 2040 I Fund | 5.68% | | T. Rowe Price Retirement I 2045 I Fund | 5.71% | | T. Rowe Price Retirement I 2050 I Fund | 5.75% | | T. Rowe Price Retirement I 2055 I Fund | 5.66% | | T. Rowe Price Retirement I 2060 I Fund | 5.65% | | T. Rowe Price Retirement Balanced Fund | 5.87% |
POTENTIAL POST-EMPLOYMENT PAYMENTS
| ● | the NEO, if a participant in the Salaried Pension Plan or the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under those plans. |
POTENTIAL POST-EMPLOYMENT PAYMENTS
| ● | the NEO’s estate, if he or she was a participant in the Salaried Pension Plan or the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under those plans. |
POTENTIAL POST-EMPLOYMENT PAYMENTS
| ● | the NEO, if a participant in the Salaried Pension Plan or the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under those plans. |
Potential Payments Upon Termination of Employment or Change in Control Table
Potential Payments Upon Termination of Employment or Change in Control Table
Potential Payments Upon Termination of Employment or Change in Control Table
| | | Accelerated Vesting of | | | | | | | Equity and Performance | Retirement Plan Benefits: | Perquisites and | | | Name | Cash Payment ($) | Cash ($)(1) | Pension Plan ($) | Continued Benefits ($) | Total ($) | | Neil D. Brinker | | | | | | | Death | $— | $23,033,059 | N/A | N/A | $23,033,059 | | Disability (2) | | $23,033,059 | N/A | | $23,033,059 | | Involuntary Termination | $2,300,000 | $— | N/A | N/A | $2,300,000 | | Termination if Change in Control (3) (4) | $6,812,740 | $15,060,551 | N/A | $38,146 | $21,911,436 | | Change in Control (no termination) | N/A | N/A | N/A | N/A | N/A | | Michael B. Lucareli | | | | | | | Death | $— | $8,572,073 | $82,404 | N/A | $8,654,477 | | Disability (2) | | $8,572,073 | $172,475 | | $8,744,548 | | Involuntary Termination (5) (6) | $680,500 | $— | $172,475 | $23,881 | $876,856 | | Termination if Change in Control (7) (8) | $3,064,169 | $5,867,104 | $172,475 | $114,284 | $9,218,032 | | Change in Control (no termination) | N/A | N/A | N/A | N/A | N/A | | Eric S. McGinnis | | | | | | | Death | $— | $4,603,010 | N/A | N/A | $4,603,010 | | Disability (2) | | $4,603,010 | N/A | | $4,603,010 | | Involuntary Termination (5) (6) | $540,000 | $— | N/A | $23,000 | $563,000 | | Termination if Change in Control (3) (9) | $1,875,041 | $3,154,422 | N/A | $34,500 | $5,063,963 | | Change in Control (no termination) | N/A | N/A | N/A | N/A | N/A | | Erin J. Roth | | | | | | | Death | $— | $1,120,011 | N/A | N/A | $1,120,011 | | Disability (2) | | $1,120,011 | N/A | | $1,120,011 | | Involuntary Termination (5) (6) | $475,000 | $— | N/A | $25,431 | $500,431 | | Termination if Change in Control (3) (9) | $1,602,784 | $825,677 | N/A | $38,146 | $2,466,606 | | Change in Control (no termination) | N/A | N/A | N/A | N/A | N/A | | Brian J. Agen | | | | | | | Death | $— | $3,435,613 | $60,580 | N/A | $3,496,193 | | Disability (2) | | $3,435,613 | $126,797 | | $3,562,410 | | Involuntary Termination (5) (6) | $453,500 | $— | $126,797 | $25,431 | $605,728 | | Termination if Change in Control (3) (9) | $1,530,207 | $2,385,338 | $126,797 | $38,146 | $4,080,488 | | Change in Control (no termination) | NA | N/A | N/A | N/A | N/A |
Potential Payments Upon Termination of Employment or Change in Control Table
| (1) Amounts represent the vesting of RSU awards, certain performance cash awards, PS awards and the spread value of the stock options at the closing stock price of $76.75 on March 31, 2025 (and in the case of Messrs. Agen, Lucareli, and McGinnis, and Ms. Roth, a FY25 Special Equity Retention Award). In addition, as applicable, a prorated portion of the performance cash and PS awards (based on the period worked during each performance period as of March 31, 2025) is illustrated in the events of a change in control termination of employment or termination of employment due to death or permanent disability. In the event of a change in control termination of employment, the pro rata vesting of performance cash and PS awards is illustrated at the Target level of performance for all awards. In the case of death or permanent disability, the pro rata vesting of performance cash and PS awards is illustrated at actual performance of 200% of Target for fiscal 2023 awards, 200% of Target for fiscal 2024 awards, 222% of Target for fiscal 2025 awards, and 100% of the Special Equity Retention Award (the current projected achievement). |
Potential Payments Upon Termination of Employment or Change in Control Table
| (2) Paid in accordance with plans available to all salaried employees. |
Potential Payments Upon Termination of Employment or Change in Control Table
| (3) Amount in Perquisites and Continued Benefits column consists of COBRA continuation coverage for eighteen months. |
Potential Payments Upon Termination of Employment or Change in Control Table
| (4) Amount in Cash Payment column is two and one-half times Base Salary and Target Bonus for fiscal 2025. |
Potential Payments Upon Termination of Employment or Change in Control Table
| (5) Amount in Cash Payment column is equal to Base Salary. |
Potential Payments Upon Termination of Employment or Change in Control Table
| (6) Amount in Perquisites and Continued Benefits column consists of COBRA continuation coverage for one year. |
Potential Payments Upon Termination of Employment or Change in Control Table
| (7) Amount in Cash Payment column is equal to (i) two times Base Salary and Target Bonus for fiscal 2025, plus (ii) a pro rata Target Bonus for fiscal 2025. |
Potential Payments Upon Termination of Employment or Change in Control Table
| (8) Amount in Perquisites and Continued Benefits column consists of $53,039 for two years of welfare plan benefits (or the equivalent); and $61,245 for two years of Company matching contributions to the 401(k) Retirement Plan and Deferred Compensation Plan. |
Potential Payments Upon Termination of Employment or Change in Control Table
| (9) Amount in Cash Payment column is equal to two times Base Salary and Target Bonus for fiscal 2025. |
Potential Payments Upon Termination of Employment or Change in Control Table
Separation Agreement with Mr. Peace: In connection with a decision to change the leadership of the PT Segment, Mr. Peace’s role as President of our PT segment ended on February 26, 2025. At that time, Mr. Peace was placed on paid leave with the Company through September 30, 2025. Mr. Peace’s separation from employment is involuntary and accordingly, he is entitled to benefits under the Company’s Severance Plan. In addition, the Company entered into a Separation Letter Agreement with him effective May 16, 2025 (the “Separation Letter Agreement”). Under the Separation Letter Agreement and the Severance Plan, the payments and benefits payable to Mr. Peace are as follows:
Potential Payments Upon Termination of Employment or Change in Control Table
| ● | Continued salary and benefits through the leave period, totaling $337,937 |
Potential Payments Upon Termination of Employment or Change in Control Table
| ● | Payment of his Fiscal 25 MIP award, equal to $741,377 |
Potential Payments Upon Termination of Employment or Change in Control Table
| ● | Payment of his Performance Cash Award for Fiscal 23 – 25, equal to $443,520 |
Potential Payments Upon Termination of Employment or Change in Control Table
| ● | Continued vesting of unvested RSUs and Options during the leave period and accelerated vesting of unvested RSUs at the end of the leave period (not including the Special Officer Equity Grant), valued at $1,345,089 using the closing stock price of $76.75 as of March 31, 2025 |
Potential Payments Upon Termination of Employment or Change in Control Table
| ● | Continued vesting of PS Awards for Fiscal 24 – 26 (not prorated) and Fiscal 25 – 27 (prorated for the portion of the performance period worked, including the leave period), paid out at the end of each performance period based on actual performance achieved toward the goals, with a projected value of $3,622,492 using the closing stock price of $76.75 as of March 31, 2025 |
Potential Payments Upon Termination of Employment or Change in Control Table
| ● | Severance pay equal to 52 weeks of salary and 12 months of Company funded COBRA premiums, totaling $547,201 |
Potential Payments Upon Termination of Employment or Change in Control Table
Mr. Peace’s receipt of any payments under the Separation Letter Agreement was in connection with his involuntary separation and was conditioned upon his agreement to a general release of claims in favor of the Company, which he has executed. The receipt of any payments by Mr. Peace under the Severance Plan is subject to his execution of a supplemental release at the end of the leave period. Finally, under Separation Letter Agreement, the Company preserved its rights to confidentiality and restrictive covenants signed by Mr. Peace in his offer letter at the time he was hired, which prohibit him from competing with us for a period of 24 months following his termination of employment.
CEO PAY RATIO
CEO PAY RATIO As a result of the rules adopted by the SEC pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act (“Dodd-Frank”), we are providing disclosure regarding the relationship of the annual total compensation of our employees and the annual total compensation of Mr. Brinker as the Company’s Chief Executive Officer. The CEO Pay Ratio included in this information is a reasonable estimate calculated in accordance with Item 402(u) of Regulation S-K. When we calculated our median employee for fiscal 2024, we used our fiscal year end (March 31, 2024) as the measurement date, as of which date we employed in total, including contractors, approximately 12,700 individuals worldwide. In determining the employee population from which we identified the median employee, we excluded the 265 employees located in India and 329 employees located in Serbia. Additionally, we excluded 46 employees, across various countries, who had no earnings for fiscal 2024 due to their hire date or termination date falling near the start or end of the fiscal year. The median employee is a General Laborer employee based in our Calgary, Canada facility. As permitted by the applicable regulations, we calculated the CEO pay ratio for fiscal 2025 using the same median employee as for fiscal 2024 because there were no significant population changes, changes to our compensation program, or to the median employee’s circumstances. For each of the individuals in our employee population, total annual compensation was calculated by compiling total wages, which included base salary, plus any overtime, shift premiums and cash allowances, actually paid to each member of our workforce (including full-time, part-time, seasonal, and temporary employees), other than our CEO. When identifying the median employee, consistent with Item 402(u) of Regulation S-K, we included adjustments for annualizing the pay for any full-time and part-time employees who were employed by us for only part of the year. Based on the foregoing, the median of the annual total compensation of the Company’s calculated employee population (other than Mr. Brinker) was approximately $38,709 for fiscal 2025. Mr. Brinker’s total annual compensation, as reflected in the Summary Compensation Table, was $12,706,532. This yields a CEO Pay Ratio of 1:329.
PAY VERSUS PERFORMANCE
PAY VERSUS PERFORMANCE Modine and the HCC Committee strive for alignment between executive compensation and company performance, which we expect will enhance shareholder return over the long-term. This pay-for-performance philosophy is reflected in the design of the compensation program that uses a mix of cash and equity vehicles plus incentives that are tied to strong financial and operational performance measures.
Pay versus Performance Table
Pay versus Performance Table As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between Compensation Actually Paid" (“CAP”) to our CEOs, or principal executive officers ("PEOs"), and our other NEOs as compared to the Company’s total shareholder return (TSR), the TSR of our selected peer group, our GAAP net income, and our Company-selected performance measure, Adjusted EBITDA. For further information concerning the Company’s performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, refer to the Compensation Discussion and Analysis of this proxy statement. 2025 Pay vs. Performance Table
Pay versus Performance Table
| | | | | | | | Average SCT | Average Compensation | Value of Initial Fixed $100 | | | | | | SCT Total | SCT Total Compensation | SCT Total | Compensation | Compensation | Compensation | Total Compensation | Actually Paid to | Invested Based On: | | | | | | Compensation for | for Second | Compensation for | Actually Paid to | Actually Paid to | Actually Paid to | for Other | Other | Company | Peer | Net Income | Adj. EBITDA(8) | | Year | First PEO(1) | PEO(2) | Third PEO(3) | First CEO(1)(4) | Second PEO(2)(4) | Third PEO(3)(4) | NEOs(5) | NEOs(4)(5) | TSR(6) | Group(6) | ($M)(7) | ($M) | | 2025 | $12,706,532 | N/A | N/A | $9,639,794 | N/A | N/A | $4,622,644 | $2,953,383 | $2,361.54 | $255.04 | $184.0 | $392.1 | | 2024 | $8,505,827 | N/A | N/A | $39,819,460 | N/A | N/A | $2,318,983 | $11,394,298 | $2,928.90 | $275.70 | $161.5 | $314.3 | | 2023 | $4,824,132 | N/A | N/A | $8,200,158 | N/A | N/A | $2,138,078 | $3,658,664 | $709.20 | $203.70 | $153.1 | $212.1 | | 2022 | $2,013,440 | N/A | N/A | $712,768 | N/A | N/A | $914,617 | $246,552 | $277.20 | $195.70 | $85.2 | $158.8 | | 2021 | $2,931,370 | $1,828,486 | $5,838,871 | $3,685,253 | $4,207,179 | $5,556,770 | $1,164,622 | $1,789,683 | $454.50 | $187.60 | $(210.7) | $164.8 |
Pay versus Performance Table
| (1) “First PEO” reflects compensation for Modine’s current CEO, Neil Brinker, who assumed the role on December 1, 2020. |
Pay versus Performance Table
| (2) “Second PEO” reflects compensation for Michael Lucareli, who served as interim CEO from August 4, 2020, until December 1, 2020, as well as CFO for the entire fiscal year 2021. |
Pay versus Performance Table
| (3) “Third PEO” reflects compensation for Modine’s former CEO, Thomas Burke, who served in the role until August 4, 2020. |
Pay versus Performance Table
| (4) CAP reflects the SEC methodology, with adjustments for calculating CAP from Summary Compensation Table (“SCT”) values provided in the table below. |
Pay versus Performance Table
| (5) NEOs used for the average non-CEO NEO for each fiscal year are as follows: |
Pay versus Performance Table
−2025: Michael Lucareli, Eric McGinnis, Adrian Peace, Erin Roth and Brian Agen −2024: Michael Lucareli, Eric McGinnis, Adrian Peace and Brian Agen. −2023: Michael Lucareli, Eric McGinnis, Sylvia Stein and Brian Agen.
Pay versus Performance Table
| − | 2022: Michael Lucareli, Eric McGinnis, Sylvia Stein, Brian Agen, Matthew McBurney, and Joel Casterton. |
Pay versus Performance Table
| − | 2021: Sylvia Stein, Matthew McBurney, Joel Casterton, and Scott Bowser. Mr. Lucareli was not included in the 2021 average as he served as interim CEO during this year. |
Pay versus Performance Table
| (6) Cumulative TSR is measured as of a beginning date of April 1, 2020 (i.e., March 31, 2020, stock price is the base date for calculation). Peer group TSR for all years reflects values for the S&P MidCap 400 Industrials Index, the same benchmark used in our 2025 annual report on Form 10-K. Prior to 2024, the TSR peer group reflected the S&P SmallCap 600 Industrials. In 2024, based upon the Company’s higher market capitalization as compared with the prior year, the Company determined the S&P MidCap 400 Industrials Index was more representative of its business. Had we used the values for the S&P SmallCap 600 Industrials Index for peer group TSR, the values would have been: 2021 = $195.4; 2022 = $195.4; 2023 = $204.5; 2024 = $274.4; and 2025 = $260.0. |
Pay versus Performance Table
| (7) Net Income reflects net earnings (loss) attributable to Modine, as disclosed in our financial statements. |
Pay versus Performance Table
| (8) Adjusted EBITDA is defined as “Operating Income” plus “Depreciation and Amortization Expenses,” both as reported externally for the Company’s audited financial statements, plus or minus permitted adjustments. |
Pay versus Performance Table
Adjustments to Calculate Compensation Actually Paid
Pay versus Performance Table
| | | | Pension Benefits | | Equity Awards | | | | | | | | | | | | | | | Add Year-End | | Add Change in | | Deduct Fair | Add | | | | | | Deduct SCT | Add | Deduct SCT | Fair Value of | Add Fair Value | Value of Prior | Add Change in | Value of Awards | Dividends | | | | | | Change in | Pension | Stock and | Unvested | of Equity | Years' Awards | Value of Vested | Not Meeting | Paid on | | | | | | Pension | Service | Option | Equity Granted | Vested and | Unvested at | Equity Granted | Vesting | Unvested | | | Fiscal Year | Executive | SCT Total | Value | Cost | Awards | in Year | Granted in Year | FYE | in Prior Years | Conditions | Equity | Total CAP(1) | | 2025 | First PEO (Brinker) | $12,706,532 | N/A | $0 | $(5,175,010) | $7,655,045 | $0 | $(5,704,698) | $157,925 | $0 | $0 | $9,639,794 | | | Avg. Non-PEO NEO | $4,622,644 | $(2,598) | $0 | $(2,513,875) | $1,527,632 | $29,879 | $(998,927) | $288,627 | $0 | $0 | $2,953,383 | | 2024 | First PEO (Brinker) | $8,505,827 | N/A | $0 | $(3,675,008) | $23,073,770 | $0 | $11,109,400 | $805,470 | $0 | $0 | $39,819,460 | | | Avg. Non-PEO NEO | $2,318,983 | $(956) | $0 | $(773,249) | $4,854,880 | $0 | $4,121,144 | $873,495 | $0 | $0 | $11,394,298 | | 2023 | First PEO (Brinker) | $4,824,132 | N/A | $0 | $(1,485,011) | $3,070,765 | $0 | $1,195,145 | $595,127 | $0 | $0 | $8,200,158 | | | Avg. Non-PEO NEO | $2,138,078 | $0 | $0 | $(780,496) | $1,417,493 | $0 | $717,756 | $165,833 | $0 | $0 | $3,658,664 | | 2022 | First PEO (Brinker) | $2,013,440 | N/A | $0 | $(1,147,900) | $540,677 | $0 | $(398,489) | $(294,961) | $0 | $0 | $712,768 | | | Avg. Non-PEO NEO | $914,617 | $0 | $0 | $(408,039) | $169,336 | $26,867 | $(259,562) | $(119,480) | $(77,187) | $0 | $246,552 | | 2021 | First PEO (Brinker) | $2,931,370 | N/A | $0 | $(2,222,258) | $2,169,102 | $807,039 | $0 | $0 | $0 | $0 | $3,685,253 | | | Second PEO (Lucareli) | $1,828,486 | $(14,691) | $0 | $(780,213) | $2,007,439 | $0 | $953,896 | $212,262 | $0 | $0 | $4,207,179 | | | Third PEO (Burke) | $5,838,871 | N/A | $0 | $0 | $0 | $0 | $0 | $232,007 | $(514,108) | $0 | $5,556,770 | | | Avg. Non-PEO NEO | $1,164,622 | $(8,278) | $0 | $(278,776) | $494,382 | $0 | $345,139 | $81,547 | $(8,952) | $0 | $1,789,683 |
Pay versus Performance Table
| (1) Columns may not sum due to rounding. |
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
Relationship Between Compensation Actually Paid (CAP) and Performance Measures The Pay versus Performance table above and the charts below illustrate the following:
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
| ◾ | CAP to our PEOs (i.e., CEOs) and average NEOs has generally tracked with our TSR performance – CAP has declined in years where TSR has declined, and CAP has increased in years of positive TSR. This alignment reflects the design choices of our compensation program that include a mix of equity incentives and cash incentives tied to key financial performance indicators, which then translate in our market performance. Additionally, CAP values reflect changes in the value of executives’ outstanding equity holdings that fluctuate with changes in our stock price. |
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
| ◾ | CAP has also generally tracked with our Adjusted EBITDA, moving directionally together year-over-year. This is influenced by the use of Adjusted EBITDA as a performance measure in our incentive program, and the measure being a key performance measure influencing the value of our stock. Conversely, CAP has not always moved in alignment with Net Income due to the measure’s significant fluctuations as a result of accounting requirements. |
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
| ◾ | Modine’s TSR has significantly outperformed the Pay versus Performance comparator group, the S&P 400 Industrials Index, over the 5-year period as well as over the latest year. |