Modine Manufacturing Co DEF 14A, filed Jul 10, 2026
Modine Manufacturing Co (MOD)
About this DEF 14A
Modine Manufacturing Co filed this DEF 14A on July 10, 2026.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
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1500 DeKoven Avenue
Racine, Wisconsin 53403-2552
Notice of Annual Meeting of Shareholders
To the Shareholders of Modine Manufacturing Company:
Notice is hereby given that the Annual Meeting of Shareholders of Modine Manufacturing Company will be held in virtual format on Thursday, August 20, 2026, at 8:00 a.m. CDT. There will be no physical location for the Annual Meeting.
You may access the Annual Meeting by visiting www.virtualshareholdermeeting.com/MOD2026 where you will be able to attend and participate online, vote your shares electronically, and submit questions prior to and during the meeting.
Who may vote:
You may vote if you were a shareholder of record at the close of business on June 22, 2026, which is the Record Date for the Annual Meeting.
Matters to vote on:
1.Election of the Company-nominated slate of three directors for terms expiring in 2029;
2.Advisory approval of the Company’s named executive officer compensation;
3.Ratification of the appointment of the Company’s independent registered public accounting firm; and
4.Consideration of any other matters properly brought before the shareholders at the meeting.
We have elected to furnish our proxy materials for the 2026 Annual Meeting over the Internet. Accordingly, beginning on or about July 10, 2026, we mailed to our shareholders of record and beneficial owners a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access the attached proxy statement and our annual report to shareholders via the Internet, and how to vote online.
Holders of a majority of the votes entitled to be cast must be present in person or by proxy in order for the Annual Meeting to be held. Regardless of whether you expect to attend the Annual Meeting virtually, you are urged to vote electronically via the Internet, by a telephone vote or, as applicable, by completing and mailing the proxy card. Instructions for electronic voting via the Internet and telephonic voting are contained in the Notice, or, as applicable, on the accompanying proxy card. If you attend the meeting and wish to vote your shares personally, you may do so by revoking your proxy at any time prior to the voting thereof. You may revoke your proxy at any time before it is voted by advising the Company’s Secretary in writing (including by submitting a duly executed proxy bearing a later date or voting via the Internet) or by telephone of such revocation.
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Shareholders to be held on August 20, 2026: The annual report to shareholders and proxy statement of Modine Manufacturing Company are available for review at www.virtualshareholdermeeting.com/MOD2026. Instructions on how to access and review the materials on the Internet can be found on the Notice and, as applicable, the accompanying proxy card.
By order of the Board of Directors, | |
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| Erin J. Roth |
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| July 10, 2026 |
TABLE OF CONTENTS
EXPLANATORY NOTE REGARDING PENDING TRANSACTION WITH GENTHERM INCORPORATED | 1 |
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 22 |
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ITEM 2 – ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION | 64 |
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A-1 |
EXPLANATORY NOTE REGARDING PENDING TRANSACTION WITH GENTHERM INCORPORATED
On January 29, 2026, Modine Manufacturing Company (the “Company,” “Modine,” “we” or “us”) entered into a definitive agreement (the “Transaction Agreement”) with Gentherm Incorporated (“Gentherm”) pursuant to which Modine’s Performance Technologies relevant business will be combined with Gentherm in a “Reverse Morris Trust” transaction (the “Transaction”). The closing of the Transaction (the “Transaction Closing”) is currently expected to occur on or by the end of calendar 2026, subject to approval by Gentherm shareholders and other closing conditions, including regulatory approvals.
In addition, as described in “Compensation Discussion and Analysis,” Jeremy Patten, President, Performance Technologies, is expected to transition to Gentherm in connection with the Transaction, while Eric McGinnis, President of Climate Solutions, announced his retirement as of June 30, 2026, prior to the Transaction. Compensation decisions relating to Mr. Patten’s and Mr. McGinnis’ roles leading up to the Transaction are detailed in the compensation disclosures included in this proxy statement.
ITEM 1 – ELECTION OF DIRECTORS
The Board of Directors (the “Board of Directors” or the “Board”) of the Company has nominated three current members of the Board, including Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams, to stand for election at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). William A. Wulfsohn, who was scheduled to stand for election at this meeting, has announced his intention to retire from the Modine Board at the end of his current term and will not stand for reelection. If elected, each director would serve until the 2029 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 two directors and two classes consisting of four directors each. Following Mr. Wulfsohn’s retirement, the Board will consist of nine members, with one class consisting of two directors, one class consisting of three directors and one class consisting of four directors.
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 the requirement by a resolution passed by a two-thirds vote of the Board of Directors.
In light of the pending Transaction and the importance of maintaining continuity and experienced leadership during this period of strategic transition, the Board of Directors has again determined to exempt Ms. Williams from the retirement age requirements for purposes of her nomination for election at the 2026 Annual Meeting. The Board believes that Ms. Williams’ experience, leadership as Chairperson, and deep knowledge of the Company and its business will continue to be valuable as the Company executes the Transaction and navigates the related transition.
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Qualifications of Modine’s Board of Directors
Qualifications of Modine’s Board of Directors as a Governing Entity
Modine’s Board consists of proven leaders from various industries, disciplines, and end markets who have the knowledge and experience necessary for a deep understanding of Modine, its products, and its businesses. That knowledge and experience has been gained or enhanced in a wide variety of ways, including through years of service on Modine’s Board, employment with industry leaders that have business models and strategies similar to the Company’s or product markets important to the Company, and leadership positions in technologically innovative institutions. The Board benefits from the interplay among a group of directors who have diverse and distinguished backgrounds, which are described in further detail in this section. Modine’s directors are dedicated individuals with high integrity and discipline who have a strong desire to use their skills to govern Modine in a responsible manner.
Individual Qualifications of the Members of Modine’s Board of Directors
The Board of Directors’ Corporate Governance and Nominating Committee (the “Governance Committee”), a committee consisting of five independent directors of the Company, has determined that the Board needs certain specialized expertise as well as broad leadership experience to direct the Company to achieve its strategic goals. The Governance Committee considers the following qualities and experiences to be necessary for the proper functioning of a Board of a responsible, global, diversified industrial company:
| ● | Business operations leadership; |
| ● | Relevant industry experience; |
| ● | Global business experience; |
| ● | Financial expertise; |
| ● | Technological expertise; |
| ● | Corporate governance expertise; |
| ● | Financial markets experience; and |
| ● | Strategic planning and execution expertise, including mergers and acquisitions experience. |
In addition, from time to time, the Governance Committee considers additional attributes that are more specific to the Company’s strategic and business emphasis at any given point.
A description of the qualities provided by each Board member is included below with the description of the individual’s experience and public company directorships, all as of June 22, 2026.
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Board Skills Matrix
The chart below summarizes the specific qualifications, attributes, and skills for each continuing director. An “X” in the “Skills” section of the chart below indicates that the item is a specific reason that the director was nominated to serve on the Board. The lack of an “X” does not mean that the director does not possess that qualification or skill. Rather, an “X” indicates a specific area of focus or expertise of a director on which the Board currently relies.
Mr. Ashleman | Mr. Bendza | Mr. Brinker | Dr. Garimella | Ms. Harper | Mr. Lowe | Ms. Williams | Mr. Wilson | Ms. Yan | |
Skills | | | | | | | | | |
Business Operations Leadership | X | X | X | | X | | X | X | |
Relevant Industry Experience | X | X | X | | X | | X | X | |
Global Business Experience | X | X | X | X | X | X | X | X | |
Financial Expertise | X | X | | X | X | X | X | ||
Technological Expertise | | | X | | X | | X | X | |
Corporate Governance Expertise | X | | X | X | X | X | X | ||
Financial Markets Experience | | X | | X | X | X | | ||
Strategic Planning and Execution Expertise | X | X | X | X | X | X | X | X | X |
Demographics | | | | | | | | | |
Race/Ethnicity | | | | | | | | | |
Asian/Pacific Islander | | | | X | | | | | X |
Hispanic/Latino | | X | | | | | | | |
White/Caucasian | X | | X | | X | X | X | X | |
Gender | | | | | | | | | |
Male | X | X | X | X | | X | | X | |
Female | | | | | X | | X | | X |
2026 Nominees for Director
Based upon the recommendation of the Governance Committee, the Board approved the nominations of Mr. Ashleman, Mr. Lowe, and Ms. Williams for election as directors. Each of these directors, as well as Dr. Garimella, Ms. Harper, Ms. Yan, 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. Lowe was recommended as a director by a third-party search firm following an independent search process, and he was appointed to the Board in July 2025. Mr. Ashleman and Ms. Williams were last elected to the Board in 2023, at which time they each received the support of over 75 percent of the votes cast.
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 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.
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The Board of Directors recommends a vote “FOR”
Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams.
Vote Required for Approval
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.
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Nominees for Election as Directors with Terms Expiring in 2029: | ||
Eric D. Ashleman Age 59 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. | |
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Alan S. Lowe Age 64 Director since 2025 | Current Position: Experience: Public Company Directorships: | Retired. Mr. Lowe served as President and Chief Executive Officer of Lumentum Holdings Inc., a leading global manufacturer of optical and photonic products to end markets including artificial intelligence, cloud computing, telecommunications, and industrial from July 2015 to February 2025. Prior to Lumentum’s spin-out from Viavi Solutions Inc. in 2015, Mr. Lowe served as Senior Vice President of Viavi’s Commercial Lasers business beginning in 2007, and then as Viavi’s Executive Vice President and President of its Communications and Commercial Optical Products business beginning in 2008. Prior to joining Viavi, Mr. Lowe was Senior Vice President, Customer Solutions Group, at Asyst Technologies, Inc., a leader in automating semiconductor and flat panel display fabs. Prior to that, he served as the President and Chief Executive Officer of Read-Rite Corporation, a manufacturer of thin-film recording heads for disk and tape drives. Qorvo, Inc. Mr. Lowe was previously a Director for Lumentum Holdings Inc. from 2015 to 2025. |
Specific Attributes and Skills for Mr. Lowe: | ||
Expertise | Discussion of Skills and Attributes | |
Business Operations Leadership | Mr. Lowe has extensive operating leadership experience, having served as President and Chief Executive Officer of multiple technology companies. Across these roles, he led large, complex organizations, improved operational efficiency, and drove sustained profitability. | |
Relevant Industry Experience | Mr. Lowe has extensive operating leadership experience across multiple technology companies, many of which served some of the same customer base the Company serves. | |
Global Business Experience | Mr. Lowe has significant global experience overseeing international manufacturing, engineering, and customer operations across Asia, Europe, and North America. | |
Financial Expertise | As a public‑company chief executive, Mr. Lowe oversaw enterprise financial management, including budgeting, capital allocation, and financial performance. | |
Technological Expertise | Mr. Lowe has extensive operating leadership experience across multiple technology companies, making him familiar with the technologies the Company’s customer base provides and those which they desire from their suppliers. | |
Corporate Governance Expertise | Mr. Lowe brings strong corporate governance experience through service on the boards of publicly traded companies and his tenure as a public‑company CEO. He has a deep understanding of fiduciary responsibilities, executive oversight, and shareholder engagement. | |
Financial Markets Experience | Mr. Lowe has extensive experience with public capital markets, including leading a public company following a spin-off, supporting public offerings, and executing significant acquisitions. He is well-versed in investor engagement and public company disclosure expectations. | |
Strategic Planning and Execution Expertise | Mr. Lowe has a proven record of developing and executing long-term growth strategies, including corporate transformations, market expansion, and acquisitions. | |
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Marsha C. Williams Age 75 Director since 1999 | Current Position: Experience: Public Company Directorships: | Retired. Ms. Williams retired as Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., an online travel company (July 2007 to December 2010). Prior to joining Orbitz Worldwide, Inc., Ms. Williams was Executive Vice President and Chief Financial Officer (2002 to 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. Crown Holdings, Inc. Ms. Williams was previously a Director for Fifth Third Bancorp from 2008 to 2025 and Davis Funds from 1999 to2024 Chicago Bridge & Iron N.V. from 1999 to2018, and for McDermott International Inc. from 2018 to 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 Chairman and 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. | |
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Directors Continuing in Service for Terms Expiring in 2027: | ||
Dr. Suresh V. Garimella Age 62 Director since 2011 | Current Position: Experience: | President, University of Arizona. Dr. Garimella serves as the 23rd President of the University of Arizona and Distinguished Professor of Aerospace and Mechanical Engineering, positions he assumed in October 2024. 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. He was recently appointed to the Office of Science Advisory Committee for the U.S. Department of Energy (DOE), and chairs its Genesis Mission subcommittee. 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 to 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 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 chaired for four years the National Science Board’s Committee on Strategy, which was 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 DOE laboratories. | |
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Christine Y. Yan Age 60 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: | Onsemi; 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 Workspace 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 Governance and Sustainability Committee at Onsemi, Chair of the Human Resource Committee at Ansell Limited, and Chair of the Compensation Committee at Cabot Corporation. | |
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. | |
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Directors Continuing in Service for Terms Expiring in 2028: | ||
Neil D. Brinker Age 50 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. | |
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Katherine C. Harper Age 63 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: | Ms. Harper was previously a Director for Sasol Limited (South Africa) from 2020 to 2026 and Venator Materials, PLC (a public company until 2024) from 2023 to 2025 when the board was dissolved. |
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. | |
Corporate Governance Expertise | In her role as Chief Financial Officer of BDP International, Ms. Harper gained significant experience implementing effective corporate governance practices. | |
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. | |
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David J. Wilson Age 57 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. | |
Corporate Governance Expertise | As a public company CEO and Chair of our Human Capital and Compensation Committee, Mr. Wilson provides deep expertise in corporate governance, regulatory compliance, executive compensation, human capital oversight, and succession planning. | |
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. | |
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Mark Bendza Age 50 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. | |
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CORPORATE GOVERNANCE
The Company’s business is managed under the direction of its Board of Directors, pursuant to its Amended and Restated Articles of Incorporation, its Bylaws, and the laws of the State of Wisconsin. Members of the Board of Directors are kept informed of the Company’s operations through discussions with the CEO and key members of management, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.
The Company reviews and evaluates its corporate governance policies and practices, particularly in light of the rules of the Securities and Exchange Commission (“SEC”) and the NYSE, and believes that its current policies and practices meet these requirements. The Company’s corporate governance policies, including its Guidelines on Corporate Governance and charters for committees of the Board, are available on its website, www.modine.com, and are also available in print to any shareholder or other interested person upon request.
Code of Conduct
The Company’s Code of Conduct summarizes the compliance and ethical standards and expectations the Company has for all its employees (including the principal executive officer, principal financial officer, and principal accounting officer) and directors with respect to their conduct in furtherance of Company business. It contains procedures for reporting suspected violations of the Code of Conduct, including procedures for the reporting of questionable accounting or auditing matters or other concerns regarding accounting, internal accounting controls or auditing matters. The Company has established a Business Ethics Program that includes an Internet and phone Helpline through which employees and others may report concerns regarding such matters in confidence and, if desired, anonymously. A copy of the Code of Conduct, and more information about the Business Ethics Program, is available on the Company’s website, www.modine.com. These materials are also available in print to any shareholder or other interested person upon request. If we make any substantive amendment to the Code of Conduct, we will disclose the nature of such amendment on our website or in a current report on Form 8-K. In addition, if the Board of Directors grants a waiver of the Code of Conduct to an executive officer or director, we will disclose the nature of such waiver on our website, in a press release or in a current report on Form 8-K.
Insider Trading Policy
Upon the recommendation of the Company’s Business Ethics Committee, and approval of the Board of Directors,
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first day of each fiscal quarter and ending on the morning of the second business day following the date of the public release of the Company’s earnings results for that quarter during which those individuals subject to the pre-clearance procedures may not engage in any transaction in Company securities. The Policy also prohibits Covered Individuals from engaging in short sales, hedging transactions, short swing trading, pledging transactions, or standing and limit orders with respect to Company securities.
A copy of our Insider Trading Policy is incorporated by reference into our Annual Report on Form 10-K for the year ended March 31, 2026.
Director Independence
The Company’s Guidelines on Corporate Governance require that a majority of the Board’s members be independent. The Company also believes it is in its best interest to have the President and CEO of the Company serve as a director. At a minimum, to qualify as “independent,” a director must meet the independence standards of the NYSE. The Governance Committee assesses independence regularly, and each director is responsible for bringing any changes in their status that may affect their independence to the attention of the Governance Committee. In addition, on an annual basis the directors complete a questionnaire prepared by the Company that is designed to elicit information that the Board uses to assess director independence. At least annually, the Board reviews the relationships that each director has with the Company. Only those directors that the Board affirmatively determines have no material relationship with the Company, and who do not have any of the relationships that prevent independence under the standards of the NYSE, are considered to be independent directors.
The Board has determined that all the current directors, other than Mr. Brinker, are independent within the meaning of the listing standards of the NYSE. The Board concluded that none of these directors has any of the relationships with the Company set forth in the NYSE listing standards or any other business or other relationships with the Company that would preclude a determination of his or her independence. Mr. Brinker is not independent due to his position as President and CEO of the Company.
Certain Relationships and Related Party Transactions
The Code requires that all officers, employees, and directors of the Company avoid any situation that conflicts with the proper discharge of his or her responsibility to the Company or that impairs his or her ability to exercise independence of judgment with respect to the transactions in which he or she is involved for the Company. Significant transactions with the Company’s officers, employees or directors, their relatives, or enterprises in which they have material interests, are not permitted unless such transactions are fully disclosed and approved by the Board of Directors or the Audit Committee as being in the best interest of the Company.
Moreover, the Company’s Conflicts of Interest Global Policy requires disclosure and pre-clearance with the Company’s Business Ethics Committee or, in the case of the officers of the Company, the Audit Committee of transactions in which an employee or director of the Company, or the immediate family of any employee or director of the Company, may be personally enriched.
Modine is a large global organization that engages in thousands of purchases, sales, and other transactions annually. Modine may enter into purchase and sale transactions with other companies, universities, and entities in which members of the Board of Directors are employed or of which they are members of the board of directors. Modine enters into these arrangements in the ordinary course of business and at competitive prices and terms. The Company anticipates that similar transactions may occur in the fiscal year ending March 31, 2027.
At the end of each fiscal year, each director and officer must respond to a questionnaire that requires him or her to identify certain information about his or her immediate family and any transaction or relationship that occurred during the year or any proposed transaction that involves Modine (or any subsidiary or affiliate of
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Modine) and that individual, his or her immediate family, or any entity with which he, she or such immediate family member is associated. All responses to the questionnaires are reviewed by the Company’s Legal Department and shared with the President and CEO, as appropriate. In addition, the Company independently searches its records for potential transactions with known related parties.
Board Chairperson
Marsha C. Williams was appointed Chairperson of the Board in October 2020, having served in the position of Lead Director since July 2013. The Chairperson of the Board presides over meetings of the shareholders, the Board of Directors, and executive sessions of the Board of Directors, and performs such other duties as directed by the Board of Directors and as listed in the Company’s Guidelines on Corporate Governance. The Company believes this leadership structure is in the best interest of the Company’s shareholders at present because it allows the Company to benefit from the unique leadership ability that Ms. Williams possesses and from her substantial business and corporate governance experience.
Risk Oversight
The Board of Directors has overall responsibility for risk oversight for the Company. Management provides the Board with information regularly to keep the Board of Directors members apprised of identified risks. These risks, including financial, organizational, reputational, strategic, and cybersecurity risks, are reviewed and discussed with the Board as part of the business and operating review conducted at each of the Board’s regular meetings. As described below under Committees of the Board of Directors, the Board of Directors has delegated certain responsibilities to its committees. The committees have oversight of risks that fall within their areas of responsibility. The Governance Committee has general oversight responsibility for risks related to the Company’s sustainability and corporate governance strategy and practices, except to the extent delegated to the Audit and Human Capital and Compensation committees, as discussed below under Sustainability Matters. The Audit Committee has primary oversight of the Company’s financial reporting, internal control, and compliance risks. The Human Capital and Compensation Committee evaluates the risks arising from the Company’s compensation policies and programs. Management is responsible for managing risk and the Company’s enterprise risk management program.
Selection of Nominees to the Board of Directors
The Governance Committee considers prospective candidates for Board membership who are recommended by its members, as well as those recommended by management, shareholders and professional search firms hired by the Governance Committee. The Governance Committee may decide to engage a professional search firm to assist in identifying qualified candidates. When such a search firm is engaged, the Governance Committee sets its fees and scope of engagement.
Once the Governance Committee identifies a prospective nominee, it initially determines whether to conduct a full evaluation of the candidate. The Governance Committee makes its initial determination based on the information provided to it with the recommendation of the prospective candidate, as well as the Governance Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.
The Governance Committee evaluates the prospective nominee, considering factors it deems appropriate, including the current composition of the Board and the evaluations of other prospective nominees. In assessing candidates, the Board considers the required areas of expertise set forth above in the Board Skills Matrix (business operations leadership; relevant industry experience; global business experience; financial expertise; technological expertise; corporate governance expertise; financial markets experience; and strategic planning and execution expertise, including mergers and acquisitions); additional attributes that are more specific to the Company’s strategic direction and business emphasis at any given point; and such additional factors as the individual’s education, contribution to the diversity of the Board, and other factors frequently encountered by a global business.
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In choosing a candidate for Board membership, every effort is made to complement and supplement skills within the existing Board and to strengthen any identified areas. Further criteria include a candidate’s personal and professional ethics, integrity and values, as well as his or her willingness and ability to devote sufficient time to attend meetings and participate effectively on the Board.
In connection with this evaluation, the Board determines whether to interview the prospective nominee. If an interview is warranted, one or more members of the Board of Directors, and others as appropriate, will interview prospective nominees. After completing the evaluation and interview, the Governance Committee makes a recommendation to the Board regarding the nomination of a candidate, and the Board acts on that recommendation.
Shareholder Nominations and Recommendations of Director Candidates
The Bylaws of the Company provide that any shareholder who is present at a meeting called for the election of directors and (i) was a beneficial owner of shares of Company common stock at the time of giving the notice described below and (ii) is entitled to vote at such meeting may nominate persons for election to the Board of Directors. Shareholders who desire to nominate a person or persons for election to the Board at the next annual meeting must comply with the notice, information and other requirements in the Company’s Bylaws, a copy of which is available from the Company’s Secretary. For consideration at the 2027 Annual Meeting of Shareholders, nominations must be received by the Secretary no earlier than April 22, 2027 and no later than May 22, 2027.
In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules for the 2027 Annual Meeting of Shareholders, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the additional information required by Rule 14a-19 under the Exchange Act no earlier than April 22, 2027 and no later than May 22, 2027.
Shareholders who want to submit a recommendation for a director candidate for the Board may submit the recommendation to the Board using the procedure described below under Shareholder and Other Interested Persons’ Communication with the Board. The Governance Committee intends to evaluate candidates recommended by shareholders in the same manner that it evaluates other candidates.
Shareholder and Other Interested Persons’ Communication with the Board
Shareholders and other interested persons wishing to communicate with the Board of Directors or with a Board member (including the Chairperson) should address communications to the Board or to the particular Board member, c/o Secretary, Modine Manufacturing Company, 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552. In accordance with a process approved by the Board of Directors, the Secretary reviews all such correspondence. The Secretary forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deal with the functions of the Board or committees thereof or that the Secretary otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Business Ethics Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which shareholders and other interested persons may communicate with the Board of Directors or its members. Please refer to the Company’s website, www.modine.com, for any changes to this process.
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Committees of the Board of Directors
Audit Committee
The Audit Committee is a standing committee of the Board of Directors, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The charter of the Audit Committee is available on the Company’s website, www.modine.com.
The Audit Committee is responsible for, among other things, appointing, retaining, and overseeing the work of the Company’s independent registered public accounting firm for the purpose of preparing and issuing an audit report and performing related work, and for discussing with the independent registered public accounting firm appropriate staffing and compensation. The Audit Committee also oversees management’s implementation of systems of internal controls; monitors the preparation of quarterly and annual financial reports by management; determines whether the independent registered public accounting firm is independent; and reviews management’s programs to monitor and address matters associated with compliance with the Company’s Code of Conduct. The functions of the Audit Committee are more fully described below in the Report of the Audit Committee in this proxy statement.
The Board of Directors has determined that each member of the Audit Committee is independent as defined in the corporate governance listing standards of the NYSE relating to audit committees. The Board of Directors has also determined that each Audit Committee member satisfies the financial literacy and experience requirements of the NYSE, and that Ms. Harper (the Chairperson of the Committee), Mr. Bendza, and Mr. Lowe qualify as audit committee financial experts within the meaning of the SEC rules.
Human Capital and Compensation Committee
The Human Capital and Compensation Committee of the Board of Directors (the “HCC Committee”) is composed exclusively of non-employee, independent directors with no business relationship with the Company, other than in their capacity as directors, and there are no interlocking relationships with the Company that are subject to disclosure under the rules of the SEC related to proxy statements. The charter of the HCC Committee is available on the Company’s website, www.modine.com.
The HCC Committee oversees and provides strategic direction to management regarding the Company’s executive compensation practices. The HCC Committee reviews the performance of the executive officers, other than the CEO, and works in conjunction with the Governance Committee and all the independent directors to review the performance of the CEO; reviews candidates for positions as officers; makes recommendations to the Board on certain officer candidates; makes recommendations to the Board on compensation of the CEO; determines, with the CEO’s recommendations, the compensation of non-CEO executive officers and other officers of the Company; considers recommendations made by its independent compensation consultant relating to director compensation and presents those recommendations to the Board; administers the incentive compensation plans in which executive officers and directors participate; and reviews the Company’s benefit programs made available to some or all salaried employees of the Company. The HCC Committee has the authority to delegate the aforementioned responsibilities to subcommittees comprised of independent Board members.
Mr. Brinker, as President and CEO, recommends to the HCC Committee any compensation changes affecting the Company’s officers, including the named executive officers (“NEOs”), other than himself. Mr. Brinker presents to the HCC Committee the performance and leadership behavior goals and expectations of each such officer and their level of achievement and the Company’s performance during the fiscal year. The HCC Committee reviews Mr. Brinker’s recommendations and either approves or does not approve any compensation matters affecting such officers of the Company. Mr. Brinker has no role in setting his own compensation.
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For fiscal 2026, the HCC Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its independent executive compensation consultant. Meridian reports directly to the HCC Committee and provides no services to the Company. The HCC Committee determined that Meridian is independent under the NYSE Listing Standards. Representatives of Meridian attend meetings of the HCC Committee upon invitation by the Chair of the HCC Committee, either by phone or in person, and communicate with the Chair between meetings as necessary. In fiscal 2026, Meridian conducted a comprehensive benchmarking analysis of the Company’s pay levels for the CEO, non-CEO executive officers and other officers of the Company, by pay component, using proxy data of the Company’s self-selected Compensation Peer Group (as discussed in the Compensation Discussion and Analysis, below) and compensation survey data. In addition, Meridian benchmarked the Company’s executive pay programs and practices, including severance and change-in-control arrangements, as well as its goals and performance. The HCC Committee considered Meridian’s analyses in making its decisions; however, the HCC Committee made all decisions regarding the compensation of Modine’s officers, including its NEOs (except for the CEO, whose compensation is set by the full Board). Additionally, Meridian regularly updated the HCC Committee on regulatory and market trends and assisted with the benchmarking of Board of Director compensation practices and levels.
Corporate Governance and Nominating Committee
The Governance Committee develops and implements policies and practices relating to corporate governance matters, including reviewing and monitoring implementation of the Company’s Guidelines on Corporate Governance and the Code of Conduct; oversees the Company’s overall sustainability framework and assists the Board in providing guidance and oversight concerning sustainability strategy; develops and reviews background information on prospective nominees to the Board and makes recommendations to the Board regarding such persons; supervises the Board’s annual self-evaluation; and works with the HCC Committee, as appropriate, to review and monitor succession plans relating to the CEO and to evaluate the performance of the CEO. The Governance Committee is composed exclusively of independent directors with no business relationship with the Company, other than in their capacity as directors. The charter of the Governance and Nominating Committee is available on the Company’s website, www.modine.com.
Technology Committee
The Technology Committee reviews and makes recommendations, as appropriate, to the entire Board of Directors on major strategies and other subjects related to the Company’s approach, emphasis, and direction regarding technical innovation and opportunities; the technology acquisition process to assure ongoing business growth; and development and implementation of measurement and tracking systems important to successful innovation. The charter of the Technology Committee is available on the Company’s website, www.modine.com.
HCC Committee Interlocks and Insider Participation
None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or HCC Committee. None of the members of the HCC Committee is or has been an officer or employee of the Company, or has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K.
Board Meetings and Committees
The Board of Directors held six meetings during the fiscal year ended March 31, 2026, and had the following four standing committees: Audit; Human Capital and Compensation; Corporate Governance and Nominating; and Technology.
In July of each year, the Board selects the members of each of the committees. All incumbent directors attended at least 75 percent of the aggregate of the Board meetings and meetings of committees on which
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they served during fiscal 2026 while such director served on the Board or the committees. The CEO of the Company is not a standing member of any Board Committee, but regularly attends Committee meetings at the discretion of the respective Committee Chair.
The following table lists the members of each of the standing committees and the number of meetings held by each committee during fiscal 2026 (including Christopher Patterson, who retired for personal reasons during fiscal 2026):
Name | | Audit | | HCC | | Governance | | Technology |
Eric D. Ashleman | | | | X | | X | ||
Mark Bendza | | X | | | | | | |
Neil D. Brinker | | | | | | | | |
Suresh V. Garimella | | | X | | | | Chair | |
Katherine C. Harper | | Chair | | X | | | | |
Alan S. Lowe | | X | | | | X | | |
Christopher W. Patterson | | X | | X | | | | |
Marsha C. Williams | | | | | X | | | |
David J. Wilson | | | | Chair | | X | | |
William A. Wulfsohn | | X | | | | X | ||
Christine Y. Yan | | | | Chair | | X | ||
Total Number of Meetings | | 8 | | 4 | | 3 | | 2 |
Attendance at the Annual Meeting. Although the Company does not have a formal policy that its directors attend the Annual Meeting of Shareholders, it expects them to do so and the Company’s directors historically have attended these meetings. All of the directors who were members of the Company’s Board in August 2025 attended the 2025 Annual Meeting of Shareholders.
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SUSTAINABILITY MATTERS
The Board of Directors has overall responsibility for risk oversight for the Company but has delegated certain responsibilities to its committees. In the case of sustainability matters, the committees share oversight responsibility. As described in its charter, the Governance Committee oversees the Company’s overall sustainability framework and assists the Board in providing guidance and oversight concerning strategy, risk management, opportunities, major capital expenditures, and investment connected to such matters. The Audit Committee reviews and approves the Company’s sustainability initiatives, metrics, tracking and reporting, and monitors the Company’s progress with respect to such initiatives and metrics. The HCC Committee reviews and approves the Company’s initiatives, metrics, and disclosures concerning human capital management, including employee engagement, inclusion and belonging, pay equity, employment practices and culture.
We believe management’s leadership and engagement with our Board of Directors is critical to advancing our sustainability platform and implementing our companywide strategy. Management leadership is provided by our Sustainability Steering Committee comprised of our executive officers. Our corporate Sustainability function sits within our Legal Department and is led by our General Counsel. We advance our sustainability strategy through collaboration with our business and operations leaders, subject matter experts, and corporate functions, including Environmental Health & Safety, Human Resources, Procurement, and Regulatory & Compliance.
As exemplified by our purpose of Engineering a Cleaner, Healthier World™, we are committed to advanced technology solutions with sustainable impacts because we understand the business imperative to help improve the environment, conserve resources, and reduce our carbon footprint. Modine continues to implement this strategy through our 80/20 analysis – by reducing complexity and investing our resources and human capital in those areas of the business where we have longer-term opportunities to make a difference.
The Company’s latest Sustainability Report is available on the Company’s sustainability webpage on our website at www.modine.com.
We will continue to evolve in our sustainability journey with a focus on sustainable outcomes where we can have the most impact. Significant highlights from fiscal 2026 include:
| ● | Continuing to serve our end markets with innovative products and solutions that conserve energy and resources. |
| ● | Furthering our engagement with customers and suppliers regarding our shared sustainability goals and priorities. |
| ● | Driving progress on companywide targets to reduce carbon footprint, energy and water usage, and waste in our global operations and facilities. |
| ● | Supporting the health, safety, and well-being of people through dedicated focus and continuous improvement. |
Looking ahead, we are committed to continued progress, innovation, and partnership as we work together to engineer a cleaner, healthier world.
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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information regarding the beneficial ownership of shares of the Company’s common stock as of June 22, 2026, by persons known by the Company to beneficially own more than five percent of the outstanding shares:
| | Number of Shares | | |
| | Owned and | | |
Name and Address of Owner (1) | | Nature of Interest | | Percent of Class |
| | | | |
BlackRock, Inc. (2) |
| 3,842,688 |
| 7.24 |
| | | | |
Vanguard Capital Management (3) |
| 2,763,681 |
| 5.20 |
(1) | The number of shares is as of the date the shareholder reported the holdings in filings under the Exchange Act, unless more recent information was provided. The above beneficial ownership information is based on information furnished by the specified persons and is determined in accordance with Exchange Act Rule 13d-3, and other facts known to the Company. |
(2) | Based on Amendment No. 14 to Schedule 13G filed under the Exchange Act on April 17, 2025, BlackRock, Inc. and certain subsidiaries and affiliates of BlackRock, Inc. have the sole power to vote or direct the vote of 3,785,245 shares and the sole power to dispose or direct the disposition of 3,842,688 shares. |
(3) | Based on the Schedule 13G filed under the Exchange Act on April 30, 2026, The Vanguard Group has the sole power to vote or direct the vote of 400,947 shares and the sole power to dispose or direct the disposition of 2,763,681 shares. |
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The following table sets forth information regarding the beneficial ownership of shares of the Company’s common stock as of June 22, 2026, by:
| ● | Each director, director-nominee and “named executive officer” (as described below under Compensation Discussion and Analysis); and |
| ● | all directors and executive officers of the Company as a group. |
| | | | Options | | Held in | | Restricted Stock | | | | |
| | | | Exercisable | | 401(k) | | Units vesting | | | | |
| | Direct | | within 60 days of | | Retirement | | within 60 days of | | | | Percent of |
Name | | Ownership | | June 22, 2026 | | Plan | | June 22, 2026 | | Total (1) | | Class |
| | | | | | | | | | | | |
Eric D. Ashleman |
| 41,201 |
| — |
| NA |
| 1,149 |
| 42,350 |
| * |
Mark Bendza |
| — |
| — |
| NA |
| 1,149 |
| 1,149 |
| * |
Suresh V. Garimella |
| 78,707 |
| — |
| NA |
| 1,149 |
| 79,856 |
| * |
Katherine C. Harper |
| 15,429 |
| — |
| NA |
| 1,149 |
| 16,578 |
| * |
Alan S. Lowe |
| — |
| — |
| NA |
| 1,252 |
| 1,252 |
| * |
Marsha C. Williams |
| 108,689 |
| — |
| NA |
| 1,964 |
| 110,653 |
| * |
David J. Wilson |
| 7,429 |
| — |
| NA |
| 1,149 |
| 8,578 |
| * |
William A. Wulfsohn |
| 7,277 |
| — |
| NA |
| 1,149 |
| 8,426 |
| * |
Christine Y. Yan |
| 73,294 |
| — |
| NA |
| 1,149 |
| 74,443 |
| * |
Neil D. Brinker |
| 348,418 |
| 114,368 |
| — |
| — |
| 462,786 |
| * |
Michael B. Lucareli |
| 88,371 |
| 19,688 |
| 971 |
| — |
| 109,030 |
| * |
Eric S. McGinnis |
| 26,543 | | — |
| — |
| 1,821 |
| 28,364 |
| * |
Jeremy M. Patten |
| — |
| — |
| — |
| — |
| — |
| * |
Erin J. Roth |
| 5,266 |
| — |
| — |
| — |
| 5,266 |
| * |
| | | | | | | | | | | | |
All directors and executive officers as a group (15 persons) |
| 863,664 |
| 143,631 |
| 2,445 |
| 13,080 |
| 1,022,820 |
| 1.92 |
* | Represents less than one percent of the class. |
(1) | Includes shares of common stock issuable upon the exercise of stock options exercisable within 60 days of June 22, 2026, and restricted stock units that vest within 60 days of June 22, 2026. Such information is not necessarily to be construed as an admission of beneficial ownership. |
COMPENSATION OF DIRECTORS
Employees of Modine do not receive any compensation for serving on the Board. Effective August 2025, 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
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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 2026 fiscal year, non-employee directors, including the Board Chairperson, were each entitled to receive a stock award of approximately $155,000. The Chairperson was also entitled to additional equity compensation with a value of approximately $110,000 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 2025, the Company granted each non-employee director of the Company (other than Ms. Williams, the Chairperson) 1,149 restricted stock units, and granted Ms. Williams 1,964 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. Effective July 2025, the Board adopted a prorated equity grant policy for mid-cycle director appointments to align with market practice. Mr. Lowe, who joined the board in July 2025, received a pro-rated amount of 103 restricted stock units for fiscal 2025 in addition to the award for fiscal 2026.
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 2026, 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 and Wulfsohn, and Mses. Harper and Yan all elected to defer the settlement date of their August 2025 restricted stock unit awards until a later date.
2026 Director Compensation Table
The following table sets forth compensation paid to non-employee members of the Company’s Board of Directors in fiscal 2026:
| | Fees Paid in | | Stock Awards | | Change in Pension | | |
Name | | Cash ($) | | ($)(1)(2) | | Value ($)(3) | | Total ($) |
| | | | | | | | |
Eric D. Ashleman |
| 105,000 |
| 154,989 |
| NA | | 259,989 |
Mark Bendza |
| 105,000 |
| 154,989 |
| NA | | 259,989 |
Suresh V. Garimella |
| 114,000 |
| 154,989 |
| NA | | 268,989 |
Katherine C. Harper |
| 125,000 |
| 154,989 |
| NA | | 279,989 |
Alan S. Lowe (4) | | 78,750 | | 168,882 | | NA | | 247,632 |
Christopher W. Patterson (5) |
| 69,900 |
| 0 |
| NA | | 69,900 |
Marsha C. Williams |
| 105,000 |
| 264,924 |
| 17 | | 369,941 |
David J. Wilson |
| 116,250 |
| 154,989 |
| NA | | 271,239 |
William A. Wulfsohn |
| 105,000 |
| 154,989 |
| NA | | 259,989 |
Christine Y. Yan |
| 117,000 |
| 154,989 |
| NA | | 271,989 |
(1) | In August 2025, all of the independent directors at that time, other than Ms. Williams and Mr. Lowe, were granted 1,149 shares of restricted stock units. As explained above, the Company granted 1,964 shares of restricted stock units to Ms. Williams and 1,252 restricted stock units to Mr. Lowe at the same time. |
(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 |
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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, 2026.
(3) | Represents the change in pension value between the end of fiscal 2025 and the end of fiscal 2026 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. |
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.
(4) | Mr. Lowe joined the Board in July 2025. |
(5) | Mr. Patterson retired from the Board in November 2025. |
Share Ownership Guidelines - Directors
The Board maintains share ownership guidelines for incumbent members of the Board of Directors. The Board believes that in order to further align the interests of members of the Board and shareholders, members of the Board should have a meaningful personal investment in the Company. Shares of Company common stock, either restricted or unrestricted, including any deferred by a director in accordance with the Company’s Non-Employee Director Compensation Policy, count toward the guideline figures. The current guidelines generally provide that, five years after joining the Board, directors are expected to hold shares of Company common stock with a value of at least five times the value of the director’s current annual cash retainer. All directors are currently in compliance with these guidelines. The share ownership guidelines for officers of the Company are described below in the Compensation Discussion and Analysis – Share Ownership Guidelines - Officers.
Compensation-Related Risk Assessment
In fiscal 2026, the HCC Committee assessed each element of compensation – base salary, and short- and long-term incentives – as well as other plans covering employees in international locations to determine whether any of such elements or plans promotes excessive or unreasonable risk-taking. The HCC Committee determined that the Company’s compensation policies and practices encourage behaviors that drive the performance of the Company and balance short-term results with longer-term results in the interests of shareholders. Based on a review conducted with its independent advisor, the HCC Committee determined that the Company’s compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on the Company.
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COMPENSATION DISCUSSION AND ANALYSIS
Introduction
This Compensation Discussion and Analysis describes the material components of compensation paid to Modine’s Principal Executive Officer, Principal Financial Officer, and certain other highly compensated executive officers, as described in the Summary Compensation Table on page 46. In the discussion below, we refer to this group of executives as the NEOs. This group includes the executive officers for whom specific compensation disclosure is required under the rules of the SEC. This group includes the following current executive officers:
| ● | Neil D. Brinker, President and Chief Executive Officer; |
| ● | Michael B. Lucareli, Executive Vice President, Chief Financial Officer; |
| ● | Eric S. McGinnis, President, Climate Solutions; |
| ● | Jeremy Patten, President, Performance Technologies (effective September 29, 2025); and |
| ● | Erin J. Roth, Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer |
The compensation for the NEOs is listed in the tables on pages 46 through 52 of this proxy statement.
In this Compensation Discussion and Analysis, we will also explain the objectives of our compensation programs, why we pay the compensation we do, and how executive compensation fits with the Company’s commitment to provide value to our shareholders.
Executive Summary
Fiscal 2026 was a year of strategic investment and transformation, including significant capital deployment in support of the Company’s Data Center expansion and portfolio repositioning. These investments affected certain financial metrics used in the Company’s incentive programs, which the HCC Committee considered in determining compensation outcomes.
Executive Compensation Philosophy
The HCC Committee seeks to pay our NEOs fairly and to align executive compensation with the Company’s performance. The HCC Committee believes this approach will enhance shareholder return over the long term.
Goals of the Executive Compensation Program
The HCC Committee seeks to help the Company achieve its short- and long-term financial goals and encourage its executive officers to act as owners of the Company. The HCC Committee believes these goals can be accomplished through a compensation program that provides a balanced mix of cash and equity-based compensation. Base salary is designed to attract and retain executives by compensating them for their day-to-day activities, level of responsibility, and sustained individual performance. The annual short-term cash incentive is intended to reward recipients for achieving annual operating goals critical to the Company’s short- term business objectives. The equity and performance cash portions of the compensation package provide incentives that are intended to focus executives on the Company’s long-term success, align the executives’ returns with those of shareholders, encourage long-term retention, and reward the executives for the Company’s superior long-term performance.
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Alignment of Objectives/Fiscal 2026 Financial Performance and Strategic Highlights
The HCC Committee believes the structure of its executive compensation program is aligned with the Company’s overall performance in fiscal 2026. Fiscal 2026 was marked by extraordinary growth and strategic capital deployment, particularly in support of the expansion of the Company’s Data Centers business. Key highlights include:
| ● | Achieved record net sales of $3.2 billion, an increase of 23% over fiscal 2025. Sales growth was driven by higher sales in the Climate Solutions segment, driven primarily by strong demand from data center customers and $119 million of incremental sales from acquired businesses. The Company acquired AbsolutAire, Inc., LBW Holding Corp., and Climate by Design International during fiscal 2026. |
| ● | Delivered operating income of $342 million, an increase of $59 million compared with fiscal 2025, primarily due to higher gross profit, partially offset by higher selling, general and administrative expenses. |
| ● | The Company reported a record-breaking adjusted EBITDA of $471 million, up 20% from the prior year. |
| ● | During fiscal 2026, the Company generated $249 million of cash flow from operating activities and $105 million of free cash flow. Capital expenditures totaled $143 million during fiscal 2026 and included significant investments supporting the rapid expansion of the Data Centers business. |
| ● | Climate Solutions net sales increased 43 percent from the prior year, driven by an increase in sales of data center products and sales from acquired businesses. The segment reported adjusted EBITDA of $377 million, a 25% increase from fiscal 2025. |
| ● | Performance Technologies net sales decreased 3 percent from the prior year. The segment reported adjusted EBITDA of $157 million, consistent with fiscal 2025. |
| ● | In January 2026, the Company entered into definitive agreements with Gentherm Incorporated (“Gentherm”), whereby it will spin-off its Performance Technologies segment businesses and simultaneously combine them with Gentherm in a Reverse Morris Trust transaction. The transaction is expected to be generally tax-free for U.S. federal income tax purposes for the Company and its shareholders. The Company will retain its Climate Solutions segment businesses, creating a pure-play climate solutions company focused on the data center and commercial HVAC&R markets. |
| ● | Effective April 1, 2026, the Company reorganized its Climate Solutions segment and split it into two separate operating segments: 1) Data Centers and 2) Commercial HVAC. The Company believes that managing these businesses independently will allow it to better deploy its 80/20 strategy focused on capitalizing on growth opportunities, particularly in its Data Centers business, and optimizing profit margins and cash flow. As a result of this organizational change, the Company will report three operating segments in fiscal 2027: 1) Data Centers; 2) Commercial HVAC and 3) Performance Technologies. |
For a reconciliation of adjusted EBITDA and free cash flow, which are non-GAAP financial measures, to the most directly comparable GAAP financial measures, please refer to the section titled “Non-GAAP Reconciliations” included in Appendix A to this proxy statement.
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Fiscal 2026 Compensation Highlights
The HCC Committee’s actions in fiscal 2026 included the following:
| ● | Set CEO and CFO target compensation at or near the median of Modine’s Compensation Peer Group and the median of a broad survey of manufacturing companies. |
| ● | Approved three distinct incentive plans under the fiscal 2026 Management Incentive Plan (“MIP”) relative to the Company as a whole and each of the business segments. |
| ● | Approved Adjusted EBITDA Margin and Adjusted EBITDA Growth as the performance metrics for all plans under the fiscal 2026 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. |
| ● | 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 2026. |
| ● | Approved potential payout ranges under the fiscal 2026 MIP and the fiscal 2026 LTIP (25% - 250% of target), continuing to require rigorous upper-quartile performance for maximum upside payout opportunities and reinforcing our strong Pay for Performance culture. |
| ● | Approved payouts under the fiscal 2026 MIP awards and payout of performance share (“PS”) awards granted under the Company’s fiscal 2024 LTIP based on the Company’s performance goals set for both programs. |
| ● | Approved the achievement of performance goals under the special performance-based grants (the “Retention Grants”) made to certain of the NEOs in fiscal 2025, based on the achievement of certain gross margin targets in fiscal 2026. |
| ● | Approved new terms to our form of award agreements under the LTIP, allowing for accelerated or continued vesting of awards upon retirement, death and disability, and making the execution of a restrictive covenant agreement in favor of Modine a condition of new grants, starting with awards granted in fiscal 2027. |
| ● | Approved a special retirement arrangement for Mr. McGinnis in contemplation of his continued service during the period leading up to the Transaction, pursuant to which certain equity awards he held as of his retirement date, June 30, 2026, will vest or will be permitted to continue to vest. |
| ● | Approved compensation and equity arrangements for Mr. Patten, who was hired September 29, 2025 to lead the Company’s Performance Technologies segment in contemplation of the Transaction, as well as an additional equity award to Mr. Patten to incentivize post-Transaction collaboration. |
| ● | Approved the treatment of outstanding equity awards following the Transaction, such that employees who will become employed by Gentherm (including Mr. Patten) after the Transaction will have their equity awards converted to awards over Gentherm stock at the exchange ratio for shares of our common stock in the Transaction (and any PS award payout level measured at the time of closing), and employees who remain employed by Modine (i.e., all of our remaining NEOs) will continue to hold the same awards after the Transaction and the HCC Committee retains the discretion on how to adjust the performance goals applicable to such PSs to preserve their value as measured immediately prior to the Transaction. |
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Shareholder Advisory Vote on Executive Compensation
A nonbinding advisory vote on the compensation of the NEOs received the affirmative vote of over 96 percent of the shares represented at the 2025 Annual Meeting of Shareholders, demonstrating very strong support for the Company’s executive compensation program. The Company and HCC Committee are mindful of the results of the shareholder advisory vote and take the advisory vote into consideration when determining and evaluating the Company’s executive compensation philosophy, program, and disclosure. For example, the Company has continued its ongoing efforts to be fully transparent about the link between pay and performance in its Pay for Performance discussion immediately below. In addition, during one-on-one conversations, sponsored road shows, and other regular communications with shareholders, the Company routinely discusses its performance in the context of underlying incentive compensation metrics and emphasizes management’s active use of those same metrics in the Company’s daily operations.
Pay for Performance
The HCC Committee believes that the Company’s compensation program should encourage management to create long-term, sustained value for shareholders and to act like owners of the Company. To achieve this objective, the compensation program is designed to balance short- and long-term considerations while rewarding management in a way that reflects the Company’s performance over time. The HCC Committee further supports this objective with a strong pay-for-performance philosophy.
The key elements of the Company’s executive compensation program that support the pay-for-performance philosophy include:
| ● | A median compensation positioning strategy that targets total pay as well as each element of compensation at the median of the market, and allows actual compensation to vary from the median based on higher or lower performance, i.e., above median for above-market performance and below median for below-market performance; |
| ● | A significant portion of compensation tied to performance, including short-term and long-term incentives tied to strong financial/operational performance; |
| ● | Use of performance measures for incentives that balance strong growth and returns and provide a direct link to shareholder value over time; |
| ● | A significant weighting on long-term incentives, particularly PS; and |
| ● | Share ownership guidelines (described on page 43), requiring that executives be meaningfully invested in the Company’s common stock, and therefore be personally invested in the Company’s performance. |
Market Benchmarking of Executive Pay
The HCC Committee has historically used a custom peer group, to which we refer in this proxy statement as the “Compensation Benchmarking Peer Group,” to establish target total pay for each element of compensation at the median. A secondary survey reference point of manufacturing companies is used when the Compensation Benchmarking Peer Group market data sample size does not provide adequate data for a specific executive role. The HCC Committee believes that targeting a range around the median is an objective way of ensuring that the Company’s executive compensation practices are competitive and reasonable relative to market. Actual Modine executive pay will vary from the market median target based on actual company performance, individual performance, job responsibilities, tenure and experience.
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Compensation Benchmarking Peer Group
The HCC Committee uses the Compensation Benchmarking Peer Group reference point 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 Benchmarking Peer Group data is supplemented with relevant proprietary survey sources of manufacturing companies to analyze the competitiveness of compensation levels as noted above.
In preparation for establishing fiscal 2026 target compensation levels, the HCC Committee reviewed the 19 company Compensation Benchmarking Peer Group and determined to make no changes from fiscal 2025. Recognizing the continued evolution of Modine’s business portfolio, future peer group changes will be considered by the HCC Committee as Modine exits the vehicular business.
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 Technologies, Inc. | | |
As a group, these peers have characteristics and markets like those of the Company. These characteristics and markets are as follows:
| ● | 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); |
| ● | The Compensation Benchmarking Peer Group reflects 19 similar sized peer companies with annual revenues ranging between $600 million and $6.0 billion; and |
| ● | 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”) arena and substantial exposure in the international marketplace (international revenue of at least 20% for vehicle industry companies). |
In addition, the supplemental survey data sources utilized by the HCC Committee include 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.
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Description of Executive Compensation Program
The HCC Committee sets the compensation philosophy at Modine in a manner intended to promote the Company’s achievement of its short- and long-term financial goals and encourage its executive officers to act as owners of the Company. In addition, the HCC Committee focuses on attracting and retaining employees who are qualified, motivated, and committed to excellence. The HCC Committee believes these goals can be accomplished through a compensation program that provides a balanced mix of cash and equity-based compensation.
The HCC Committee’s actions are guided by the following principles:
| ● | Compensation is a primary factor in attracting and retaining employees, and the Company can only achieve its goals if it attracts and retains qualified and highly skilled people; |
| ● | 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; |
| ● | Strong financial and operational performance is expected, and shareholder value must be preserved and enhanced over time; |
| ● | 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; |
| ● | The Company continued to use 80/20 principles in fiscal 2026 to reduce complexity, improve pricing discipline and improve segment profitability. The fiscal 2026 MIP was designed to develop segment-specific incentive plans, and a corporate-wide plan for the Company’s corporate functional employees; and |
| ● | The executive compensation program should reflect the economic condition of the Company, as well as Company performance relative to the Performance Peer Group companies, so that in a year in which the Company underperforms, the compensation of the executive officers should be lower than in years when the Company is achieving or exceeding its objectives. |
As reflected in this Compensation Discussion and Analysis, the HCC Committee believes the compensation program is aligned with these principles.
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Treatment of the CEO
The CEO participates in the same programs and is compensated generally based upon the same factors as the other NEOs. However, the level of the CEO’s compensation is even more heavily dependent upon the Company’s performance than the compensation of other NEOs. Mr. Brinker’s overall compensation reflects a greater degree of policy- and decision-making authority and a higher level of responsibility for the strategic direction and financial and operational results of the Company. Given the President and Chief Executive Officer’s key role in policy- and decision-making, the HCC Committee believes that the CEO’s compensation should be weighted more heavily toward long-term incentive awards, so the CEO’s compensation more directly correlates with the Company’s performance.
Elements of Executive Compensation for Fiscal 2026
The following is a summary of the elements of the Company’s executive compensation program:
Pay Element | Competitive | Program Objectives | Time Horizon | Performance Measures |
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 |
Base Salary
Base salary is designed to attract and retain executives by compensating them for their day-to-day activities, level of responsibility and sustained individual performance. Individual performance, based upon achievement of annual performance objectives and demonstration of leadership behaviors as reflected in each employee’s performance development plan, is a key component in determining base salary and any adjustments to base salary, and is a subjective determination made by the HCC Committee and, for the NEOs other than the CEO, the CEO. The determination of base salary affects every other element of executive compensation
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because all of the other components, including short-term, performance-based awards, long-term incentive compensation payouts, retirement benefits and severance, are based on the amount of the individual’s base salary. The HCC Committee annually reviews base salaries of the NEOs to ensure that the compensation levels are aligned with the HCC Committee’s principles, based on individual responsibility, performance, and job scope.
The HCC Committee increased each existing NEO’s base salary in fiscal 2026. The approved increase for each NEO was based upon both subjective and objective criteria, including the individual performance of each NEO, the length of tenure in their current positions, and their respective compensation relative to the market midpoint for their respective functions.
The HCC Committee set Mr. Patten’s initial base salary at $500,000 based on market data for comparable positions in businesses of comparable size and industry.
The table below illustrates the base salary for each NEO in fiscal 2026, with increases effective in July 2025.
| | | | | Fiscal 2026 | | | ||
Name | | Prior Salary | | Approved Base Salary | | Percent Increase | | ||
| | | | | | | | | |
Mr. Brinker | | $ | 1,150,000 | | $ | 1,200,000 | | 4.3 | % |
Mr. Lucareli | | $ | 680,500 | | $ | 714,500 | | 5.0 | % |
Mr. McGinnis | | $ | 540,000 | | $ | 567,000 | | 5.0 | % |
Ms. Roth | | $ | 475,000 | | $ | 503,500 | | 6.0 | % |
Mr. Patten | | | N/A | | $ | 500,000 | | N/A | |
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 2026, the HCC Committee did not modify or reset performance metrics and maintained the payout percentage at threshold achievement levels of 25%, and the payout percentage at the maximum achievement level of 250% of Target, consistent with FY25. Instead, the HCC Committee maintained the integrity of the metrics established in FY25 and considered only plan-permitted adjustments following the completion of the performance period. In maintaining these metrics, 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 2026: (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 2026. Mr. McGinnis and Mr. Patten also participate in the appropriate segment-specific plan, with participation in the Corporate and segment-specific plans weighted equally 50/50.
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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 FY2026 – Adjusted EBITDA for FY2025
Adjusted EBITDA for FY2025
Adjusted EBITDA Margin is calculated as follows:
Adjusted EBITDA for FY2026
FY2026 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 continued to use the Adjusted EBITDA Margin metric because it believes that focusing on margin expansion and earnings growth aligns the MIP with the Company’s key priorities and continued 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. Consistent with the maximum payout amount of 250% of Target under the established FY26 MIP, the HCC Committee 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.
For purposes of the MIP, when base salary has changed over the course of the applicable fiscal year, the changes in salary are applied pro rata based on the number of days for which the change is effective.
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Assuming achievement of the Target level for each metric, the NEOs would receive MIP payments equaling the following percentages of base salary:
MIP Target Payout for NEOs (Percentage of Base Salary) | |
Mr. Brinker | 140% |
Mr. Lucareli | 90% |
Mr. McGinnis* | 80% |
Mr. Patten* | 60%** |
Ms. Roth | 75% |
* | For Mr. McGinnis and Mr. Patten, 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. |
** | Mr. Patten’s FY26 MIP award is prorated based on the amount of time he was employed with the Company during FY26. |
Assuming Threshold achievement for each metric under each plan, each of the NEOs would receive 25% of the Target amount. Assuming Maximum level achievement for each metric, each of the NEOs would receive 250% 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 2026, the HCC Committee maintained Mr. Brinker’s Target MIP payout at 140%. The HCC Committee increased Mr. Lucareli’s Target MIP payout from 85% to 90%, Mr. McGinnis’s from 75% to 80%, and Ms. Roth’s from 70% to 75%, in each case, to more closely align the NEO’s MIP incentive pay opportunity with competitive market practice.
Mr. Patten’s initial MIP target was set at 60% based on market data for comparable positions in businesses of comparable size and industry. Additionally, Mr. Patten’s FY26 MIP award is prorated based on the amount of time he was employed with the Company during FY26. Mr. Patten began his employment on September 29, 2025, which results in a MIP payout proration of 50% for the six full months he was employed by Modine in FY26.
Listed below are the FY26 MIP performance targets approved by the HCC Committee, as well as the Company’s actual FY26 performance against each goal.
Corporate FY26 MIP plan:
| Weight | Threshold | Target | Maximum | Actual |
Adjusted EBITDA Margin | 50% | 10.5% | 14.0% | 17.5% | 14.8% |
Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 20.1% |
Payout as a % of Target | N/A | 25% | 100% | 250% | 168% |
Climate Solutions FY26 MIP Plan (only applicable to Mr. McGinnis):
| Weight | Threshold | Target | Maximum | Actual |
Adjusted EBITDA Margin | 50% | 12.5% | 17.5% | ≥23.0% | 18.0% |
Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 25.8% |
Payout as a % of Target | N/A | 25% | 100% | 250% | 182% |
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Performance Technologies FY26 MIP Plan (only applicable to Mr. Patten):
| Weight | Threshold | Target | Maximum | Actual |
Adjusted EBITDA Margin | 50% | 9.5% | 13.0% | ≥16.5% | 13.9% |
Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 1.1% |
Payout as a % of Target | N/A | 25% | 100% | 250% | 70% |
As a result of the Company’s performance in FY26, the NEOs earned the following MIP payouts:
| | 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 | | | | | | N/A | | N/A | | 168% of Target | | $ | 2,793,080.55 |
Mr. Lucareli | | | | | | N/A |
| N/A |
| 168% of Target | | $ | 1,067,507.21 |
Mr. McGinnis* |
| 14.8 | % | 20.1 | % | 18.0 | % | 25.8 | % | 175% of Target* | | $ | 784,375.89 |
Mr. Patten* | | | | | | 13.9 | % | 1.1 | % | 119% of Target* | | $ | 179,967.12** |
Ms. Roth | | | | | | N/A |
| N/A |
| 168% of Target | | $ | 625,457.10 |
* | For Mr. McGinnis and Mr. Patten, 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. |
** | Mr. Patten’s FY26 MIP was prorated based on the amount of time he was employed with the Company during FY26, resulting in about a 50% proration of his MIP award. |
Long-Term Incentive Plan
The 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 2026 and Ending in Fiscal 2028
In FY26, the HCC Committee approved a LTIP consisting of a mix of PS Awards (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.
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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 FY26 was as follows:
| | LTIP Target Award Value | | Target Award Value | |
| | (as % of Base Salary) | | in Dollars ($) | |
Mr. Brinker |
| 510 | % | $ | 6,120,000 |
Mr. Lucareli |
| 220 | % | $ | 1,571,900 |
Mr. McGinnis |
| 170 | % | $ | 963,900 |
Mr. Patten |
| 140 | % | $ | 700,000 |
Ms. Roth |
| 150 | % | $ | 755,250 |
The percentages for Mr. Brinker, Mr. McGinnis and Ms. Roth increased from FY25 to better align this compensation element with external benchmark data, including the Compensation Peer Group data. Mr. Patten was granted a pro-rated LTIP for fiscal 2026 based on the amount of time he was employed with the Company during FY26.
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 2026 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, 2028) under the LTIP:
| | | | Performance Share Awards | ||||
| | Shares of | | | | | | |
| | Restricted Stock | | | | | | |
| | Units (#) | | Threshold | | Target | | Maximum |
Mr. Brinker |
| 11,710 |
| 11,710 |
| 46,838 |
| 117,095 |
Mr. Lucareli |
| 3,008 |
| 3,008 |
| 12,030 |
| 30,075 |
Mr. McGinnis |
| 1,844 |
| 1,844 |
| 7,377 |
| 18,443 |
Ms. Roth |
| 1,445 |
| 1,445 |
| 5,780 |
| 14,450 |
Mr. Patten * |
| 496 |
| 496 |
| 1,983 |
| 4,958 |
* | Mr. Patten’s LTIP award is prorated based on the amount of time he was employed with the Company during FY26. |
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Summary of Terms of PSs and RSUs:
| 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, 2028 | 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 |
PS Performance Metrics
The HCC Committee decided to use the same performance metrics and weighting for the PS awards in fiscal 2026 as those used in fiscal 2025.
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 Adjusted EBITDA Growth | Three-year average of Adjusted EBITDA Growth during the Performance Period (April 1, 2025 – March 31, 2028) | 50% |
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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 2026 through fiscal 2028 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 maintained the established performance goals and payout levels for the FY26 PS awards to ensure strong alignment with our long-term strategic objectives, with a Threshold payout level of 25% of target and a Maximum payout level of 250% of target, which are designed to reward exceptional performance, align with market practices, and incentivize upper-quartile performance. Each metric for PS awards is weighted at 50% 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 2026 are as follows:
| 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% |
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 PS Awards under LTIP for Performance Period Ending March 31, 2026
The performance period for PSs under the LTIP approved by the HCC Committee in May 2023 was completed as of March 31, 2026.
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 PS 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 2024 through fiscal 2026 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
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above with respect to the MIP. EBITDA Growth is the simple three-year average of Adjusted EBITDA Growth during the fiscal 2024 to fiscal 2026 performance period.
The performance goals for the LTIP metrics for performance stock awards for the period ending in fiscal 2026 were as follows:
| Weight | Threshold | Target | Maximum | Actual |
Cash Flow ROI | 50% | 7% | 10.5% | ≥14% | 17.2% |
Average Annual Adjusted EBITDA Growth | 50% | 2% | 7% | ≥12% | 35.7% |
Payout as a % of Target | N/A | 10% | 100% | 200% | 200% |
For the performance period ended in fiscal 2026, the Company’s three-year average Cash Flow ROI was 17.2%, which resulted in a payout equal to 200% of Target for the Cash Flow ROI metric. The Company’s Average Annual Adjusted EBITDA Growth was 35.7%, which resulted in a payout equal to 200% of Target for the EBITDA Growth metric. Overall, both metrics were weighted equally, and the payout under the LTIP for the PS awards was 200% percent of the Target for the total award.
Approval of Performance-Goal Achievement under Officer Special Performance-Based Awards Granted in Fiscal 2025
As previously disclosed, 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 reported to the CEO and were employed by the Company at the time of grant, with a value equal to 100% of the NEO’s salary at the time of the grant. These grants (the “Officer Special 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. The performance condition approved by the HCC Committee for these grants was the Company’s achievement of a 12-month trailing Gross Margin of 23.55% for Fiscal 2026. The HCC Committee reviewed the Company’s performance relative to this performance condition at its May 2026 meeting and, as the Company’s Gross Margin for Fiscal 2026 was 23.60% (incorporating permitted adjustments), the Committee determined that the performance condition was met. The Retention Grants will be forfeited upon termination of employment prior to the three-year anniversary of the grant date.
Mr. Patten’s “Make Whole Awards”
As part of his offer of employment to lead the Company’s Performance Technologies Segment, in addition to a regular LTIP award, the HCC Committee approved a grant to Mr. Patten of equity awards with a value of $850,000 (the “Make Whole Awards”). The HCC Committee granted the Make Whole Awards to compensate Mr. Patten for equity awards forfeited to his prior employer by joining Modine. The Make Whole Awards generally contain the same terms and conditions as the LTIP grants for fiscal 2026 and were allocated 20% to RSU grants and 80% to PSs.
Mr. Patten’s Special Transaction Equity Award
In March 2026, the HCC Committee approved a Special Transaction Equity Award for Mr. Patten in the form of RSUs with a value of $250,000 (the “Special Transaction Equity Award”). The Special Transaction Equity Award was granted to further align Mr. Patten’s interests with the interests of the Company’s shareholders and incentivize post-Transaction collaboration between Gentherm and Modine. The Special Transaction Equity Award vests on the earlier of March 24, 2027 and 12:01 am Eastern Time on the “Record Date” (as defined in the Separation Agreement, dated as of January 29, 2026, by and among the Company, Gentherm, and Platinum SpinCo, Inc.), just prior to the Closing of the Transaction.
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Employment and Post-Employment Benefits
Personal 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.
Beginning in fiscal 2026, the Company offers an Executive Health Benefit Program for its NEOs. The program provides access to comprehensive preventive health evaluations and is intended to support the health and effectiveness of the Company’s senior leadership. The HCC Committee believes this program is consistent with market practice for similarly situated executives.
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 2026.
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 2026, 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 2026, 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.
In June 2024, the Company approved the termination of its primary U.S. pension plan which had been previously frozen, subject to approvals from the Internal Revenue Service and the Pension Benefit Guaranty Corporation, which we received during fiscal 2026. Of our NEOs, only Mr. Lucarelli participated in the pension plan, and did so on the same basis as other salaried employees in the pension plan. The Company offered participants in the pension plan, including Mr. Lucareli, the option to receive their pension benefits in the form of a lump-sum distribution. Mr. Lucareli elected to receive a lump-sum distribution of his vested benefit, which amounted to $172,475 and was paid to him in fiscal 2026 shortly after the plan termination.
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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.
In an effort to provide consistent treatment of equity awards upon retirement, the HCC Committee approved a new form of award agreement for equity awards granted under the LTIP for fiscal 2027 and later, which provides for accelerated vesting of RSUs and continued vesting of PSs (which will be pro-rated for the period worked prior to termination and payout based on actual performance) following a termination of employment due to retirement, death or disability of the recipient. Retirement, for these purposes, is defined as a termination after an NEO is at least age 55 and has 65 “combined credit years” (defined as the NEO’s age plus years of service with the Company), but only to the extent the termination occurs after the one-year anniversary of the grant date of the award and only to the extent the NEO has given the HCC Committee at least 6 months advance notice of their retirement, or a termination approved as a Retirement by the HCC Committee in its discretion. All NEOs other than Mr. Patten received LTIP awards with these new vesting provisions in fiscal 2027. Under the new form of award agreement, NEOs were required to sign a restrictive covenant agreement in favor of Modine, containing customary non-compete, non-solicitation and confidentiality provisions.
Severance Plan
The Company has a severance plan (the “Severance Plan”) for officer-level executives, as recommended to the HCC 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).Mr. Patten is also a Participant in the Severance Plan. For purposes of his participation, the definition of a “change in control” specifically includes “a disposition of all or a substantial portion of the assets of the Performance Technologies segment to persons other than Modine or any Affiliate or Associate” such that the Transaction will constitute a “change in control” for purposes of his participation. Additionally, “Good Reason” for purposes of Mr. Patten’s participation in the Severance Plan is limited to a material diminution in base salary, a material diminution in MIP target bonus opportunity, or a material change in geographic location in which Mr. Patten performs services.
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Mr. McGinnis’s Retirement Arrangement
As previously disclosed, on December 4, 2025, the Company entered into a Retirement Letter Agreement (the “Letter Agreement”) with Mr. McGinnis in connection with his planned retirement. Execution of the Letter Agreement constituted Mr. McGinnis’s formal notice of retirement with the Company, effective June 30, 2026. During the period between the effective date of the Letter Agreement and June 30, 2026 (the “Retirement Date”), Mr. McGinnis continued to perform services for the Company in his existing role. In recognition of the important role that Mr. McGinnis would play in the Transaction, the HCC Committee approved the payment and/or acceleration of the following awards conditioned on his performance of services through the Retirement Date:
| ● | Unvested RSUs granted under the FY25 (585 shares) and FY26 LTIP (1,236 shares) vested on the Retirement Date. |
| ● | The unvested Retention Grant held by him vested on the Retirement Date. |
| ● | If a payout is earned under the FY25-FY27 or the FY26-FY28 LTIP, Mr. McGinnis will receive a pro-rated portion of those awards based on his months of service during the performance period, payable at the same time that other participants receive shares, if any. |
Payment and acceleration of the above awards was also contingent on Mr. McGinnis’s execution of a release on or after the Retirement Date, which generally waived any employment claims he might have against the Company.
Share Ownership Guidelines - Officers
The Company has maintained share ownership guidelines for directors and officers of the Company, including the NEOs, since 2008. The Board continues to believe that directors and officers should have a meaningful personal investment in the Company. Shares of common stock, either restricted or unrestricted, count toward compliance with the guidelines.
The current guidelines provide that, on the fifth anniversary of appointment to the position, the President and CEO is expected to hold shares of Company stock with a value of greater than five times his or her annual base salary. In addition, the guidelines do not distinguish between NEOs and other executive officers and provide that all executive officers, other than the President and CEO, are expected to hold shares of Company common stock with a value of at least three times their current annual base salary. The stock value is determined by using the higher of the stock price at the time of measurement or the average stock price over the previous three years. The HCC Committee reviews the guidelines and compliance therewith on at least an annual basis. The chair of the Governance Committee evaluates whether an exception should be made for any officer, who, due to his or her unique financial circumstances or other extenuating circumstances, would incur a hardship by complying with the applicable guideline after the initial five-year period and, in such an event, may make an exception to the guidelines for such individual. Additionally, the guidelines may be temporarily waived for an officer who has an unusual personal circumstance or is approaching retirement and has a need to diversify his/her stock holdings. Each of the NEOs is currently in compliance with the stock ownership guidelines.
Certain Prohibited Transactions
Under the Company’s Insider Trading Policy, all directors and executive officers, including the NEOs, are prohibited from holding shares of Company common stock in a margin account or otherwise pledging shares of Company common stock in any way, and all directors and employees, including their designees, of the Company are prohibited from engaging in hedging or monetizing transactions involving Company common stock.
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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.
In accordance with this policy and practice, during fiscal 2026, 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 2026, we have
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Equity Treatment in the Transaction
Following the Transaction, equity incentive awards held by employees of Modine will remain denominated in Company common stock. Alternatively, for employees who will continue employment with Gentherm (including Mr. Patten) outstanding equity awards will convert to awards denominated in Gentherm common stock with the number of shares to be adjusted using the same exchange ratio applicable to the Company’s common stock in the Transaction. For any unvested awards, the original time-vesting vesting schedule will continue to apply to all awards, though the payout level for PS awards converted into awards denominated in Gentherm common stock will be determined at the time of closing, based on the greater of the target or actual performance through the preceding fiscal quarter end at the time of closing (and for awards held for less than one year, at target).
The HCC Committee will retain the discretion to adjust the applicable performance goals with respect to PS awards held by NEOs that remain denominated in Modine common stock following the Transaction as it deems necessary to preserve the value of the award as measured immediately prior to the Transaction. The HCC Committee determined that this treatment appropriately addresses the anticipated effects of the Transaction while maintaining the alignment of the outstanding equity awards with shareholder interests following the Transaction.
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.
On August 29, 2025, Mr. Patten was provided an Offer Letter (the “Offer Letter”) detailing the Company’s offer of employment. Along with the equity arrangements discussed above, the Offer Letter included a sign-on cash bonus in the amount of $100,000 (the “Sign-On Bonus”). Mr. Patten will forfeit the Sign-On Bonus if he voluntarily terminates employment without Good Reason (as defined in the Offer Letter) or if he is terminated for Cause prior to the one-year anniversary of his start date.
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.
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COMPENSATION COMMITTEE REPORT
The HCC Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management; and, based on that review and discussion, the HCC Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement and the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2026.
THE HUMAN CAPITAL AND COMPENSATION COMMITTEE
David J. Wilson, Chair
Suresh V. Garimella
Katherine C. Harper
FISCAL 2026 NEO COMPENSATION
2026 Summary Compensation Table
The following table sets forth compensation awarded to, earned by, or paid to the 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 2026.
| | | | | | | | | | Non-Equity | | | | | | |
| | | | | | | | | | Incentive Plan | | Change in | | All Other | | |
Name and | | Fiscal | | | | | | Stock Awards | | Compensation | | Pension | | Compensation | | |
Principal Position | | Year | | Salary ($)(1) | | Bonus ($) | | ($)(2) | | ($)(3) | | Value ($)(4) | | ($)(5) | | Total ($) |
| | | | | | | | | | | | | | | | |
Neil D. Brinker |
| 2026 |
| 1,186,346 |
| — |
| 6,120,022 |
| 2,793,081 |
| NA |
| 60,099 |
| 10,159,548 |
President and CEO | | | | | | | | | | | | | | | | |
|
| 2025 |
| 1,123,077 |
| — |
| 5,175,010 |
| 6,351,989 |
| NA |
| 56,456 |
| 12,706,532 |
| | | | | | | | | | | | | | | | |
|
| 2024 |
| 1,009,615 |
| — |
| 3,675,008 |
| 3,771,225 |
| NA |
| 49,979 |
| 8,505,827 |
| | | | | | | | | | | | | | | | |
Michael B. Lucareli |
| 2026 |
| 705,215 |
| — |
| 1,571,922 |
| 1,067,507 |
| 0 |
| 35,072 |
| 3,379,716 |
EVP, CFO |
| |
| |
| |
| |
| |
| |
| |
| |
|
| 2025 |
| 666,904 |
| — |
| 2,177,613 |
| 2,323,194 |
| 7,421 |
| 33,320 |
| 5,208,452 |
| | | | | | | | | | | | | | | | |
|
| 2024 |
| 615,865 |
| — |
| 1,260,007 |
| 1,471,051 |
| 2,105 |
| 30,352 |
| 3,379,380 |
| | | | | | | | | | | | | | | | |
Eric S. McGinnis |
| 2026 |
| 559,627 |
| — |
| 4,648,306 |
| 784,376 |
| NA |
| 34,366 |
| 6,026,675 |
President, Climate Solutions |
| |
| |
| |
| |
| |
| |
| |
| |
|
| 2025 |
| 529,231 |
| — |
| 1,430,988 |
| 1,435,335 |
| NA |
| 26,602 |
| 3,422,156 |
| | | | | | | | | | | | | | | | |
|
| 2024 |
| 486,000 |
| — |
| 674,991 |
| 1,039,517 |
| NA |
| 24,110 |
| 2,224,618 |
| | | | | | | | | | | | | | | | |
Erin J. Roth |
| 2026 |
| 495,717 |
| — | | 755,229 |
| 625,457 |
| NA |
| 32,875 |
| 1,909,279 |
Vice President, General |
| |
| |
| |
| |
| |
| |
| |
| |
Counsel and CCO |
| 2025 |
| 465,577 |
| — |
| 1,140,017 |
| 812,716 |
| NA |
| 23,215 |
| 2,441,525 |
| | | | | | | | | | | | | | | | |
Jeremy M. Patten |
| 2026 |
| 240,385 |
| — |
| 1,450,040 |
| 179,967 |
| NA |
| 12,103 |
| 1,882,495 |
President, Performance |
| |
| |
| |
| |
| |
| |
| |
| |
Technologies |
| |
| |
| |
| |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | |
| (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. |
| (2) | Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for RSUs in fiscal 2024 and 2025 and, in fiscal 2026, RSUs and PS awards. For fiscal 2026, the maximum grant date fair value for the PS awards granted in May 2025 were as follows for the NEOs – Mr. Brinker $12,239,940; Mr. Lucareli $3,143,740; Mr. McGinnis $1,927,795, Ms. Roth $1,510,459; and Mr. Patten $2,399,877. 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, 2026. |
-46-
With regard to Mr. McGinnis, in addition to the aggregate grant date fair value of the RSU and PS awards granted to him in May 2025 (which was $963,871), the amount in this column for fiscal 2026 also includes the incremental fair value of all of his modified awards that will vest pursuant to the terms of his Letter Agreement. In accordance with FASB ASC Topic 718, the Company revalued these awards for expensing purposes effective December 5, 2025, the execution date of the Letter Agreement. The incremental fair value of the modified awards was $3,684,435, the details of which are described further in the Grants of Plan-Based Awards for Fiscal 2026 table.
| (3) | The amounts in the “Non-Equity Incentive Plan Compensation” column for fiscal 2026 includes only payments under the MIP for FY26. For FY24 and FY25, the amounts stated in this column include both MIP payments and the earned value of the performance cash awards paid for the performance cycle ending in the applicable fiscal year. |
| (4) | Represents the change in pension value between the end of fiscal 2025 and the end of fiscal 2026 for the NEOs who participated in the Modine Manufacturing Company Pension Plan. In June 2024, the Company approved the termination of this plan, subject to approvals from the Internal Revenue Service and the Pension Benefit Guaranty Corporation, which the Company received during fiscal 2026. Mr. Lucareli elected to receive a lump-sum distribution of his vested benefit under this plan, equal to $172,475, which was paid to him in fiscal 2026. As a result, Mr. Lucareli no longer has a benefit under this plan and his change in pension value for 2026 was ($172,475); however, SEC guidance indicates that a negative change in value for any year should be displayed as zero in this column. |
| (5) | The amounts set forth in this column for fiscal 2026 include: |
| ● | 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 ($23,500 in calendar year 2025 and $24,500 in calendar year 2026); |
| ● | 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”); |
| ● | Company payment of long-term disability insurance premiums (“Long-Term Disability Insurance Premiums”); |
| ● | Company payment of life insurance premiums (“Life Insurance Premiums”); and |
| ● | Company paid expenses associated with the Executive Health Benefit Program. |
Grants of Plan-Based Awards for Fiscal 2026
In fiscal 2026, the Company granted restricted stock units, PS awards, and short-term cash incentives as Plan-Based Awards.
Restricted stock units granted in fiscal 2026 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, 2028) and any earned PS award will vest at the end of that three-year period. 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.
-47-
The following table sets forth information about grants of awards made in the fiscal year ended March 31, 2026, to the NEOs.
| | | | | | | | | | | | | | | | 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) | | ($)(4) | ||||||||
| | | | | | | | | | | | | | | | | | | | | | |
| | |
| Threshold |
| Target |
| Max |
| Threshold |
| Target |
| Max | | | | | | | | |
| | | | ($) |
| ($) |
| ($) | | (#) |
| (#) |
| (#) | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
Neil D. | | NA | | 415,637 | | 1,662,548 | | 4,156,370 | | | | | | | | | | | | | | NA |
Brinker |
| 5/16/25 |
| |
| |
| |
| 11,710 |
| 46,838 |
| 117,095 |
| |
| |
| |
| 4,895,976 |
|
| 5/16/25 | | | | | | | | | | | | |
| 11,710 | | | | |
| 1,224,046 |
| | | | | | | | | | | | | | | | | | | | | | |
Michael B. |
| NA |
| 158,855 |
| 635,421 |
| 1,588,552 |
| |
| |
| |
| |
| |
| |
| NA |
Lucareli |
| 5/16/25 |
| |
| |
| |
| 3,008 |
| 12,030 |
| 30,075 |
| |
| |
| |
| 1,257,496 |
|
| 5/16/25 | | | | | | | | |
| | | | | 3,008 | | | | |
| 314,426 |
| | | | | | | | | | | | | | | | | | | | | | |
Eric S. |
| NA |
| 112,054 |
| 448,215 |
| 1,120,537 |
| |
| |
| |
| |
| |
| |
| NA |
McGinnis |
| 5/16/25 |
| |
| |
| |
| 1,844 |
| 7,377 |
| 18,443 |
| |
| |
| |
| 771,118 |
|
| 5/16/25 | | | | | | | | |
| | | | | 1,844 | | | | |
| 192,753 |
|
| 12/5/25 | | | | | | | | | | | | |
| 1,151 | | | | |
| 95,279 |
| | 12/5/25 | | | | | | | | | | | | | | 1,844 | | | | | | 201,307 |
| | 12/5/25 | | | | | | | | 1,844 | | 7,377 | | 18,443 | | | | | | | | 996,318 |
| | 12/5/25 | | | | | | | | 1,717 | | 6,869 | | 17,173 | | | | | | | | 1,543,955 |
| | 12/5/25 | | | | | | | | | | 5,204 | | | | | | | | | | 847,575 |
| | | | | | | | | | | | | | | | | | | | | | |
Erin J. |
| NA |
| 93,074 |
| 372,296 |
| 930,740 |
| |
| |
| |
| |
| |
| |
| NA |
Roth |
| 5/16/25 |
| |
| |
| |
| 1,445 |
| 5,780 |
| 14,450 |
| |
| |
| |
| 604,183 |
|
| 5/16/25 | | | | | | | | |
| | | | | 1,445 | | | | |
| 151,046 |
| | | | | | | | | | | | | | | | | | | | | | |
Jeremy M. (5) |
| NA |
| 37,808 |
| 151,233 |
| 378,082 |
| |
| |
| |
| |
| |
| |
| NA |
Patten |
| 9/29/25 |
| |
| |
| |
| 496 |
| 1,983 |
| 4,958 |
| |
| |
| |
| 279,980 |
|
| 9/29/25 | | | | | | | | 1,204 |
| 4,816 | | 12,040 | | | | | | |
| 679,971 |
| | 9/29/25 | | | | | | | | | | | | | | 496 | | | | | | 70,030 |
| | 9/29/25 | | | | | | | | | | | | | | 1,204 | | | | | | 169,993 |
|
| 3/24/26 | | | | | | | | | | | | |
| 1,094 | | | | |
| 250,067 |
| (1) | Amounts in these columns represent potential cash incentive payout amounts under the fiscal 2026 MIP. |
| (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 applicable LTIP for achievement at the Threshold, Target and Max performance levels. |
The awards dated December 5, 2025 for Mr. McGinnis represent the modified awards covered in his Letter Agreement.
| (3) | Restricted stock unit awards made under the 2020 Incentive Plan. No stock options were granted in fiscal 2026. With regard to Mr. McGinnis, the awards dated December 5, 2025 represent the modified RSU awards covered in his Letter Agreement. The incremental fair value of such modified RSU awards was calculated in accordance with FASB ASC Topic 718 based on the Company’s stock price of $162.87 on December 5, 2025. |
-48-
| (4) | For Mr. McGinnis’ modified awards shown as of December 5, 2025, the value in this column is the incremental fair value of such modified awards. The incremental fair value of such awards was calculated on the basis of the following assumptions and updated values effective on that date, the execution date of his Letter Agreement, including: (a) a prorated amount of his PS award for FY25-27 (5,152), and (b) a prorated amount of his PS award for FY26-28 (3,074) would pay out at the estimated performance level of each award as of December 5, 2025 (184% and 199% respectively), although each will not pay out until the end of each performance period, and will only pay out based on actual performance achieved toward the goals. In addition, the FY25 Officer Special Retention Grant for 5,204 shares is shown as a modified award for Mr. McGinnis here as it will be permitted to vest on June 30, 2026 pursuant to his Letter Agreement. The incremental fair value of such PS awards and the FY25 Officer Special Retention Grant was calculated in accordance with FASB ASC Topic 718 and was based on the Company’s stock price of $162.87 on December 5, 2025. |
| (5) | In addition to his pro-rated LTIP awards for fiscal 2026, Mr. Patten received Make-Whole Awards and a Special Transaction Equity Award, both as disclosed above on page 40. |
Outstanding Equity Awards at Fiscal Year End
| | Option Awards | | Stock Awards | ||||||||||||
| | | | | | | | | | | | | | Equity | | Equity |
| | | | | | | | | | | | | | Incentive Plan | | Incentive Plan |
| | | | | | | | | | | | Market | | Awards; | | Awards; Market |
| | Number of | | Number of | | | | | | Number of | | Value of | | Number of | | or Payout |
| | Securities | | Securities | | | | | | Shares or | | Shares or | | Unearned | | Value of |
| | Underlying | | Underlying | | | | | | Units of | | Units of | | Shares, Units | | Unearned |
| | Unexercised | | Unexercised | | | | | | Stock that | | Stock that | | or Other | | Shares, Units |
| | Options | | Options | | Option | | Option | | Have Not | | Have Not | | Rights that | | or Other Rights |
| | Exercisable | | Unexercisable | | Exercise | | Expiration | | Vested | | Vested | | Have Not | | that Have Not |
Name | | (#) | | (#) | | Price ($) | | Date | | (#)(1) | | ($)(1) | | Vested (#)(2) | | Vested ($)(2) |
Neil D. | | 36,331 | | — | | 17.79 | | 6/4/31 | | 27,552 | | 5,970,794 | | 432,299 | | 93,683,516 |
Brinker |
| 78,037 |
| — |
| 12.28 |
| 6/6/32 |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | |
Michael B. |
| 11,742 |
| — |
| 17.79 |
| 6/4/31 |
| 8,081 |
| 1,751,234 |
| 139,362 |
| 30,201,139 |
Lucareli |
| 7,946 |
| — |
| 12.28 |
| 6/6/32 |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | |
Eric S. |
| — |
| — |
| — |
| |
| 4,678 |
| 1,013,769 |
| 80,393 |
| 17,421,967 |
McGinnis |
| | | | | |
| |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | |
Erin J. |
| — |
| — |
| — |
| |
| 2,528 |
| 547,843 |
| 37,095 |
| 8,038,749 |
Roth |
| | | | | |
| |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | |
Jeremy M. |
| — |
| — |
| — |
| |
| 2,794 |
| 605,488 |
| 16,998 |
| 3,683,639 |
Patten |
| |
| |
| |
| |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | |
| (1) | Amounts represent RSU awards. All RSUs vest in three annual installments. The market value of the awards was determined by multiplying the number of restricted stock units by $216.71, the closing price of the Company’s common stock on the NYSE on March 31, 2026. See Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation for a description of restricted stock unit awards. |
-49-
The restricted stock units vest as follows:
| | Shares vesting for | ||||||||
| | Neil | | Michael | | Eric | | Erin | | Jeremy |
| | Brinker (#) | | Lucareli (#) | | McGinnis (#) | | Roth (#) | | Patten (#) |
| | | | | | | | | | |
May 16, 2026 |
| 7,155 |
| 1,944 |
| 1,174 |
| 899 |
| |
May 31, 2026 |
| 9,159 |
| 3,140 |
| 1,683 |
| |
| |
September 29, 2026 |
| |
| |
| |
| |
| 560 |
November 27, 2026 |
| |
| |
| |
| 224 |
| |
March 24, 2027 |
| |
| |
| |
| |
| 1,094 |
May 16, 2027 |
| 7,256 |
| 1,973 |
| 1,193 |
| 912 |
| |
September 29, 2027 |
| |
| |
| |
| |
| 560 |
May 16, 2028 |
| 3,982 |
| 1,024 |
| 628 |
| 493 |
| |
September 29, 2028 |
| |
| |
| |
| |
| 580 |
With regard to Mr. McGinnis, any RSUs scheduled to vest prior to June 30, 2026, will continue to vest as scheduled. For those RSUs listed above that were scheduled to vest after June 30, 2026 pursuant to the Letter Agreement, they will now vest on June 30, 2026, which is Mr. McGinnis’ retirement date from the Company.
Mr. Patten’s March 24, 2026 Special Transaction Equity Award will vest in full on the earlier of an event defined in the Gentherm Transaction Agreement or March 24, 2027.
| (2) | Amounts represent the total of unearned or unvested PS awards and the FY25 Officer Special Retention Grant. The FY24, FY25 and FY26 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 $216.71, the closing price of the Company’s common stock on the NYSE on March 31, 2026. |
For a description of the Officer Special Retention Grant, see pages 40 under the heading “Approval of Performance-Goal Achievement under Officer Special Performance-Based Awards Granted in Fiscal 2025.” As noted in the footnotes accompanying the Grants of Plan Based Awards for Fiscal 2026 table, pursuant to the Letter Agreement, Mr. McGinnis retained his 2025 Officer Special Retention Grant and it vested on June 30, 2026, which is his retirement date. Additionally, with regard to Mr. McGinnis, the amounts reflect the full value of his PS awards, not the values as modified for purposes of his retirement. The details of the modification of these awards pursuant to the Letter Agreement are discussed in the footnotes to the Grants of Plan Based Awards for Fiscal 2026 table.
-50-
Option Exercises and Stock Vested for Fiscal 2026
The following table shows a summary of the stock options exercised and RSUs vested for the named executive officers during the fiscal year ended March 31, 2026.
| | Option Awards | | Stock Awards | ||||
| | Number of Shares | | Value Realized | | Number of Shares | | Value Realized on |
Name | | Acquired on Exercise (#) | | on Exercise ($) (1) | | Acquired on Vesting (#) | | Vesting ($) (2) |
| | | | | | | | |
Neil D. Brinker | | 8,108 | | 634,937 | | 48,612 | | 4,541,774 |
| | | | | | | | |
Michael B. Lucareli |
| 75,114 |
| 10,706,878 | | 18,314 |
| 1,707,489 |
| | | | | | | | |
Eric S. McGinnis |
| 34,796 |
| 3,813,984 | | 8,893 |
| 919,531 |
| | | | | | | | |
Erin J. Roth |
| — |
| — | | 1,639 |
| 237,524 |
| | | | | | | | |
Jeremy M. Patten |
| — |
| — | | — |
| — |
| (1) | Reflects the amount calculated by multiplying the number of options exercised by the difference between the market price of the Company’s stock on the exercise date and the exercise price of the options. |
| (2) | Reflects the amount calculated by multiplying the number of shares vested by the market price of the Company’s common stock on the vesting date. |
Nonqualified Deferred Compensation Table for Fiscal 2026
| | Executive | | Registrant | | Aggregate | | Aggregate | | Aggregate |
| | Contributions in | | Contributions in | | Earnings in | | Withdrawals / | | Balance at Last |
Name | | Last FY ($)(1) | | Last FY ($)(2) | | Last FY ($) | | Distributions ($) | | FYE ($)(3) |
| | | | | | | | | | |
Neil D. Brinker |
| — |
| 37,116 |
| 28,904 |
| — |
| 179,764 |
| | | | | | | | | | |
Michael B. Lucareli |
| — |
| — |
| 295,294 |
| — |
| 2,654,920 |
| | | | | | | | | | |
Eric S. McGinnis |
| — |
| 9,153 |
| 3,048 |
| — |
| 32,014 |
| | | | | | | | | | |
Erin J. Roth |
| — |
| 6,261 |
| 265 |
| — |
| 11,646 |
| | | | | | | | | | |
Jeremy M. Patten |
| — |
| — |
| — |
| — |
| — |
| (1) | Amounts include any deferrals of base salary and such amounts are included in the “Base Salary” column of the Summary Compensation Table. |
-51-
| (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. |
| (3) | All executive contributions and contributions by the Company for fiscal 2026 have been reported in the Summary Compensation Table for the current year (i.e., fiscal 2026). 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, $1,063,246 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 contributions prior to him becoming an NEO and earnings (and losses) on all contributions. In addition to the current year, the Company has reported $112,074 for Mr. Brinker, $20,053 for Mr. McGinnis, and $5,063 for Ms. Roth in contributions in the Summary Compensation Table prior to fiscal 2026. The remainder of their aggregate balances in the above column reflects contributions prior to their becoming an NEO, if any, and the earnings (and losses) on their contributions. |
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 2025 calendar year, an employee could generally contribute no more than $23,500 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, 2026. Payments out of the Deferred Compensation Plan are not made until termination of service or retirement.
-52-
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, 2026.
| | Return for |
|
| | 12 Months |
|
| | Ended |
|
| | March 31, |
|
Name of Fund | | 2026 |
|
| | | |
Baird Aggregate Bond Institutional Fund |
| 4.35 | % |
DFA US Large Cap Equity Portfolio Institutional Fund |
| 17.74 | % |
DFA US Small Cap Fund |
| 20.31 | % |
Fidelity 500 Index Fund |
| 17.79 | % |
Fidelity Diversified International K6 Fund |
| 20.85 | % |
Fidelity Mid Cap Index Fund |
| 15.99 | % |
Fidelity Small Cap Index Fund |
| 25.87 | % |
Fidelity Total International Index Fund |
| 27.85 | % |
Fidelity US Bond Index Fund |
| 4.32 | % |
FMI Common Stock Institutional Fund |
| 6.46 | % |
Virtus KAR Mid-Cap Core R6 Fund |
| 0.34 | % |
Vanguard Short-Term Bond Index Admiral Fund |
| 4.09 | % |
Allspring Government Money Market Institutional Fund |
| 4.01 | % |
T. Rowe Price Retirement I 2005 I Fund |
| 9.54 | % |
T. Rowe Price Retirement I 2010 I Fund |
| 10.1 | % |
T. Rowe Price Retirement I 2015 I Fund |
| 10.34 | % |
T. Rowe Price Retirement I 2020 I Fund |
| 10.81 | % |
T. Rowe Price Retirement I 2025 I Fund |
| 11.35 | % |
T. Rowe Price Retirement I 2030 I Fund |
| 12.81 | % |
T. Rowe Price Retirement I 2035 I Fund |
| 14.68 | % |
T. Rowe Price Retirement I 2040 I Fund |
| 16.11 | % |
T. Rowe Price Retirement I 2045 I Fund |
| 17.29 | % |
T. Rowe Price Retirement I 2050 I Fund |
| 17.6 | % |
T. Rowe Price Retirement I 2055 I Fund |
| 17.82 | % |
T. Rowe Price Retirement I 2060 I Fund |
| 17.78 | % |
T. Rowe Price Retirement Balanced Fund |
| 9.28 | % |
POTENTIAL POST-EMPLOYMENT PAYMENTS
The Company has certain obligations to its NEOs upon a termination of employment as a result of agreements with such officers or other plans, arrangements or policies that benefit the officers.
Mr. Brinker is the only NEO who has an agreement with the Company governing the terms of his employment. Pursuant to the employment agreement that was entered into with Mr. Brinker in 2020, Mr. Brinker agreed to serve as an executive officer of the Company and devote his full time to the performance of his duties.
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The following sets forth the amount of payments to each NEO in the event of a termination of employment as a result of voluntary termination, retirement (including early retirement), death, disability, termination for cause, and involuntary termination (including termination without cause or for good reason).
Voluntary Termination. An NEO may terminate his/her employment with the Company at any time. In general, upon the individual’s voluntary termination:
| ● | we would not pay severance; |
| ● | the executive would forfeit all unvested restricted stock units, and PS awards; |
| ● | all benefits and perquisites would cease; and |
| ● | the NEO, if a participant in the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under that plan (see the Nonqualified Deferred Compensation Table for Fiscal 2026 on page 51). |
Retirement and Early Retirement. No NEOs were eligible for retirement on March 31, 2026. In general, upon the executive’s full or early retirement:
| ● | we would not pay severance; |
| ● | the HCC Committee may, in whole or in part, waive any or all remaining restrictions on unvested restricted stock units; |
| ● | all benefits and perquisites would cease; and |
| ● | the NEO, if a participant in the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under that plan. |
Beginning with awards granted under the FY27 LTIP, upon the retirement of an NEO, unvested RSUs will become vested and unvested PS awards will continue to vest until the end of the performance period and be paid out (on a pro rata basis for the period worked by the NEO prior to retirement) based on the actual performance applicable to such awards. For purposes of these provisions, retirement is defined as the NEO’s termination at a time when they are at least age 55 and have at least 65 “combined credit years” (defined as the NEO’s age plus years of service with the Company), where the NEO has provided the HCC Committee with at least 6 months advance notice of their retirement, or a termination approved by the HCC in its discretion. These retirement vesting provisions will only apply to awards granted more than one year prior to the effective date of an NEO’s retirement.
Mr. McGinnis’s Retirement Arrangement. As previously disclosed (see Mr. McGinnis’s Retirement Arrangement on pages 43), the Company entered into the Letter Agreement with Mr. McGinnis which provided him with additional benefits in recognition of his planned retirement and in recognition of the important role he would play leading up to the Transaction. The benefits contained in the Letter Agreement were contingent upon him remaining employed through June 30, 2026 (the “Retirement Date”). Pursuant to the Letter Agreement, Mr. McGinnis’s unvested RSUs under the FY25 LTIP and FY26 LTIP and his unvested Retention Grant will vest upon the Retirement Date. In addition, if the HCC Committee determines there is a payout earned under the FY25-FY27 or FY26-FY28 PS awards, Mr. McGinnis will receive a pro rata portion of those awards, paid at same time other participants receive shares.
Death. In general, upon the death of an NEO:
| ● | the executive’s estate would receive his/her base salary through the month in which the executive dies, plus any unused vacation pay; |
| ● | all unvested restricted stock units would vest (Retention Grants were only entitled to vest if the applicable performance goals were met, which was the case for the Retention Grants at the end of fiscal 2026); |
| ● | all benefits and perquisites would cease; |
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| ● | a prorated portion (based on the period worked during the performance period) of PS awards shall vest based on the Company’s actual achievement of the performance goals at the end of the performance period; and |
| ● | the NEO’s estate, if he or she was a participant in the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under that plan. |
Disability. If a total and permanent disability causes the termination of employment of an NEO, then for such NEO:
| ● | we would not pay severance; |
| ● | all unvested restricted stock units would vest (Retention Grants were only entitled to vest if the applicable performance goals were met, which was the case for the Retention Grants at the end of fiscal 2026); |
| ● | a prorated portion (based on the period worked during the performance period) of PS awards will vest based on the Company’s actual achievement of the performance goals at the end of the performance period; |
| ● | all benefits and perquisites would cease; and |
| ● | the NEO, if a participant in the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under that plan. |
Termination for Cause. The Company may terminate Mr. Brinker’s employment for Cause under the terms of his employment agreement and, thereby, terminate any obligation to Mr. Brinker under his employment agreement. A termination for “Cause” generally means a termination for willful and continued failure to substantially perform his duties with the Company, conviction of a crime related to his duties, material breach of his employment agreement, or commission of an act of dishonesty or any willful act of misconduct which results in or could reasonably be expected to result in significant injury to the Company. The other NEOs without an employment agreement may be terminated by the Company for Cause at any time and are not entitled to receive any severance payments or benefits upon such termination. On the NEO’s termination date, generally, all unvested restricted stock units, and PS awards would be forfeited, and all benefits and perquisites would cease. The NEO, if a participant in the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under that plan.
Termination without Cause, or for Good Reason. If the Company terminates Mr. Brinker’s employment and the termination is not for Cause or if Mr. Brinker terminates employment with the Company for Good Reason (“Good Reason” means at least one of the following events has occurred without the consent of the affected executive: a material diminution in the executive’s aggregate base salary and target incentive amount (other than pro rata reductions that also affect similarly situated employees); a material decrease in the executive’s authority, duties or responsibilities, or a material change in the geographic location at which the executive must perform services), the Company is obligated to pay to Mr. Brinker an amount equal to two times his base salary over a two-year period following his termination. The Company’s obligation is subject to Mr. Brinker’s execution of a full release of any claims against Modine.
If the Company terminates the employment of Mr. Lucareli, Mr. McGinnis, Mr. Patten, or Ms. Roth without cause, these NEOs would receive benefits under the Severance Plan for officer-level Executives. Under the Severance Plan, each of the NEOs would receive his or her annual base salary at the time of termination in installment payments over the course of one year following termination and would be eligible to elect Company-paid COBRA continuation coverage for one year following termination. The NEOs are required to release the Company from any and all liability in order to be eligible for benefits under the Severance Plan. As applied to Mr. Patten, “Good Reason” is limited to a material diminution in base salary, a material diminution in MIP target bonus opportunity, or a material change in geographic location in which Mr. Patten performs services.
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POTENTIAL CHANGE IN CONTROL PAYMENTS AND BENEFITS
Generally, awards granted under the 2020 Incentive Plan accelerate vesting in the event of an involuntary termination of employment within one year following a Change in Control unless specified otherwise in the applicable award agreement. A Change in Control, as generally defined in the 2020 Incentive Plan, will be deemed to take place on the occurrence of any of the following events: (i) a merger or consolidation of the Company with one or more other corporations as a result of which the holders of the outstanding capital stock of the Company entitled to vote in elections of directors (“Voting Power”) of the Company immediately prior to such merger or consolidation hold less than 50 percent of the Voting Power of the surviving or resulting corporation; (ii) a transfer of 30 percent of the Voting Power, or a substantial portion of the property, of the Company other than to an entity of which the Company owns at least 50 percent of the Voting Power; or (iii) during any period of 24 months, the persons who at the beginning of such 24-month period were directors of the Company cease for any reason to constitute at least a majority of the Board of Directors of the Company.
The Transaction will not result in a Change in Control for the NEOs, except with respect to Mr. Patten, as under his equity awards, a Change in Control also includes “a disposition of all or a substantial portion of the assets of the Performance Technologies segment to persons other than Modine or any Affiliate or Associate.” Upon an involuntary termination of employment not for cause within one year following a Change in Control or a termination by the NEO for “Good Reason”, the NEO is entitled to accelerated vesting of RSUs, and for PS awards, vesting on a pro rata basis, where performance is assumed to be at the Target level and the proration is based on the period worked during the performance period. Cause and Good Reason for purposes of these vesting provisions generally have the same meaning as described above with respect to Mr. Brinker’s employment agreement; provided that as applied to Mr. Patten, “Good Reason” is limited to a material diminution in base salary, a material diminution in MIP target bonus opportunity, or a material change in geographic location in which Mr. Patten performs services.
Though the Transaction will not constitute a Change in Control for any of our NEOs other than Mr. Patten, the Transaction will affect the employment of equity award holders who will become employees of Gentherm and certain continued performance expectations under our PS awards and accordingly, the HCC Committee and the Board have determined to make equitable adjustments to our outstanding equity awards in connection with the Transaction. As previously described (see Equity Treatment in the Transaction on page 45 above), equity incentive awards held by the NEOs who will become employees for Gentherm at the time of the Transaction (i.e. Mr. Patten) will be converted into awards over Gentherm stock at the same exchange ratio applicable to our common stock at the time of the Transaction. For PS awards held by Mr. Patten, the payout will be determined based on the greater of target performance or actual performance through the preceding fiscal quarter end at the time of closing (or, for awards held less than one year, at target). Such awards will continue to be subject to time vesting over the remaining performance period. For PS awards held by NEOs who continue to work for Modine (all remaining NEOs), the HCC Committee will retain the discretion to adjust the performance goals to preserve the value of such awards for the NEOs as measured immediately prior to the Transaction.
Mr. Brinker entered into a change in control agreement with the Company on June 4, 2021, which contains separate Change in Control provisions. The definition of Change in Control generally has the same meaning as in the 2020 Incentive Plan described above. If at any time during the 24 months after a Change in Control occurs Mr. Brinker’s employment were terminated without “Cause,” or if Mr. Brinker were to terminate the agreement for “Good Reason” during the same time period, the Company is obligated to:
| ● | pay to Mr. Brinker an amount equal to two and one-half times his base salary; |
| ● | pay to Mr. Brinker an amount equal to two and one-half times his Target bonus for the current fiscal year; and |
| ● | if Mr. Brinker elects COBRA coverage with Modine, the Company shall pay his full COBRA premium for 18 months following his termination of employment. |
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The Company’s obligation to provide the foregoing benefits is subject to Mr. Brinker’s execution of a full release of any claims against Modine.
The Company has also entered into a Change in Control Agreement and Termination Agreement with Mr. Lucareli. The definition of Change in Control in such agreement generally has the same meaning as in the 2020 Incentive Plan described above and the definitions of Good Cause and Good Reason generally have the same meanings as “Cause” and “Good Reason,” respectively, in Mr. Brinker’s employment agreement described above. For Mr. Lucareli, in the event of a Change in Control, if employment of the employee is terminated by the Company for any reason other than Good Cause, or terminated by the employee for Good Reason within 24 months after the Change in Control occurs, or for any reason during the 13th month after the Change in Control, the Company is obligated to pay to Mr. Lucareli an amount equal to two times the greater of (i) the sum of his then current base salary and Target bonus, or (ii) his five year average base salary and actual bonus, plus a pro rata portion of his Target bonus for the year of his termination, continue to provide coverage under applicable welfare plans (or the equivalent) for a period of two years, and pay a Supplemental Defined Contribution Benefit for a period of two years.
As described in the Compensation Discussion and Analysis section of the Company’s fiscal 2011 proxy statement, the HCC Committee determined that no substantive changes would be made to any of the existing Change in Control Agreements that were in place with the Company’s employees prior to 2009. At the same time, the HCC Committee determined that any future agreements with employees which provide for benefits upon a change in control will not provide for excise tax gross ups and any benefits following a change in control under such future agreements would only be payable upon the employee’s involuntary termination other than for Cause or Good Cause or the employee’s voluntary termination for Good Reason.
The Change in Control provisions of the Severance Plan govern the benefits that Mr. McGinnis, Mr. Patten, and Ms. Roth each would be eligible to receive following a Change in Control. The definition of Change in Control under the Severance Plan generally has the same meaning as in the 2020 Incentive Plan described above and the definition of Good Reason generally has the same meaning as in Mr. Brinker’s employment agreement described above. In the event of a Change in Control, the Severance Plan provides that if employment is terminated by the Company for any reason other than Cause, or terminated by the NEO for Good Reason within 12 months after the Change in Control occurs, the Company is obligated to provide the following benefits to the terminated NEO: (i) a payment equal to two (2) times his annual base salary at the time of termination, (ii) a payment equal to two (2) times the NEO’s target award under the MIP for the fiscal year in progress at the time of her/his termination, and (iii) eighteen (18) months of Company-paid COBRA continuation coverage if the NEO elects such coverage. “Cause” is defined under the Severance Plan to include the following: (a) engagement in an act of dishonesty constituting a felony that results or is intended to result directly or indirectly in gain or personal enrichment at the expense of Modine; (b) disclosure of confidential information of Modine that results in a demonstrable injury to Modine; or (c) engagement in a willful and continued failure to perform substantially one’s duties on behalf of Modine or to comply with Modine’s Code of Ethics and Business Conduct. As it pertains to Mr. Patten, a Change in Control also includes “a disposition of all or a substantial portion of the assets of the Performance Technologies segment to persons other than Modine or any Affiliate or Associate” such that the Transaction will constitute a Change in Control for purposes of his participation in the Severance Plan.
The following table describes the potential payments and other benefits to which each of the NEOs would have been entitled in the event of a termination of such NEO’s employment on March 31, 2026 (the last day of fiscal 2026), including a qualifying termination following a Change in Control. For purposes of the calculations, it is assumed that Company matching contributions to the 401(k) Retirement Plan and Deferred Compensation Plan would be 4.5 percent of base salary for future calendar years.
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Potential Payments Upon Termination of Employment or Change in Control Table
| | | | | Accelerated Vesting of | | Retirement Plan Benefits: | | Perquisites and | | | | |||
Name | | Cash Payment ($) | | Equity ($)(1) | | Pension Plan ($) | | Continued Benefits ($) | | Total ($) | |||||
| | | | | | | | | | | | | | | |
Neil D. Brinker | | | | | | | | | | | | | | | |
Death | | $ | — | | $ | 75,532,320 |
| | N/A |
| | N/A | | $ | 75,532,320 |
Disability (2) | |
| | | $ | 75,532,320 |
| | N/A |
| | | | $ | 75,532,320 |
Involuntary Termination | | $ | 2,400,000 | | $ | — |
| | N/A |
| | N/A | | $ | 2,400,000 |
Termination if Change in Control (3) (4) | | $ | 7,069,110 | | $ | 38,464,725 |
| | N/A | | $ | 39,893 | | $ | 45,573,728 |
Change in Control (no termination) | |
| N/A | |
| N/A |
| | N/A | |
| N/A | |
| N/A |
| | | | | | | | | | | | | | | |
Michael B. Lucareli | |
| | |
| |
| | | |
| | |
| |
Death | | $ | — | | $ | 25,522,948 | | | N/A | |
| N/A | | $ | 25,522,948 |
Disability (2) | |
| | | $ | 25,522,948 | | | N/A | |
| | | $ | 25,522,948 |
Involuntary Termination (5) (6) | | $ | 714,500 | | $ | — | | | N/A | | $ | 24,912 | | $ | 739,412 |
Termination if Change in Control (7) (8) | | $ | 3,301,269 | | $ | 13,713,553 | | | N/A | | $ | 119,406 | | $ | 17,134,228 |
Change in Control (no termination) | |
| N/A | |
| N/A | | | N/A | |
| N/A | |
| N/A |
| | | | | | | | | | | | | | | |
Eric S. McGinnis | |
| | |
| | |
| | |
| | |
| |
Death | | $ | — | | $ | 14,530,803 | |
| N/A | |
| N/A | | $ | 14,530,803 |
Disability (2) | |
| | | $ | 14,530,803 | |
| N/A | |
| | | $ | 14,530,803 |
Involuntary Termination (5) (6) | | $ | 567,000 | | $ | — | |
| N/A | | $ | 16,444 | | $ | 583,444 |
Termination if Change in Control (3) (9) | | $ | 2,014,473 | | $ | 7,954,846 | |
| N/A | | $ | 24,666 | | $ | 9,993,986 |
Change in Control (no termination) | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
Retirement (10) | | | N/A | | | 7,366,748 | | | N/A | | | N/A | | | 7,366,748 |
| | | | | | | | | | | | | | | |
Erin J. Roth | |
| | |
| | |
| | |
| | |
| |
Death | | $ | — | | $ | 5,573,059 | |
| N/A | |
| N/A | | $ | 5,573,059 |
Disability (2) | |
| | | $ | 5,573,059 | |
| N/A | |
| | | $ | 5,573,059 |
Involuntary Termination (5) (6) | | $ | 503,500 | | $ | — | |
| N/A | | $ | 26,596 | | $ | 530,096 |
Termination if Change in Control (3) (9) | | $ | 1,738,503 | | $ | 3,266,831 | |
| N/A | | $ | 39,893 | | $ | 5,045,227 |
Change in Control (no termination) | |
| N/A | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
| | | | | | | | | | | | | | | |
Jeremy Patten | |
| | |
| | |
| | |
| | |
| |
Death | | $ | — | | $ | 1,833,330 | | | N/A | |
| N/A | | $ | 1,833,330 |
Disability (2) | |
| | | $ | 1,833,330 | | | N/A | |
| | | $ | 1,833,330 |
Involuntary Termination (5) (6) | | $ | 500,000 | | $ | — | | | N/A | | $ | — | | $ | 500,000 |
Termination if Change in Control (3) (9) | | $ | 1,600,000 | | $ | 1,096,625 | | | N/A | | $ | — | | $ | 2,696,625 |
Change in Control (no termination) | |
| NA | |
| N/A | |
| N/A | |
| N/A | |
| N/A |
| (1) | Amounts represent the vesting of RSU awards and PS awards at the closing stock price of $216.71 on March 31, 2026 (and in the case of Messrs. Lucareli and McGinnis, and Ms. Roth, a FY25 Special Equity Retention Award). In addition, as applicable, a prorated portion of the PS awards (based on the period worked during each performance period as of March 31, 2026) 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 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 PS awards is illustrated at actual performance of 200% of Target for fiscal 2024 awards, 250% of Target for fiscal 2025 and fiscal 2026 awards, and 100% of the Special Equity Retention Award (the current projected achievement for each). |
| (2) | Paid in accordance with plans available to all salaried employees. |
| (3) | Amount in Perquisites and Continued Benefits column consists of COBRA continuation coverage for eighteen months. |
| (4) | Amount in Cash Payment column is two and one-half times Base Salary and Target Bonus for fiscal 2026. |
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| (5) | Amount in Cash Payment column is equal to Base Salary. |
| (6) | Amount in Perquisites and Continued Benefits column consists of COBRA continuation coverage for one year. |
| (7) | Amount in Cash Payment column is equal to (i) two times Base Salary and Target Bonus for fiscal 2026, plus (ii) a pro rata Target Bonus for fiscal 2026. |
| (8) | Amount in Perquisites and Continued Benefits column consists of $55,101 for two years of welfare plan benefits (or the equivalent); and $64,305 for two years of Company matching contributions to the 401(k) Retirement Plan and Deferred Compensation Plan. |
| (9) | Amount in Cash Payment column is equal to two times Base Salary and Target Bonus for fiscal 2026. |
| (10) | Mr. McGinnis retired from the Company on June 30, 2026 (the “Retirement Date”). Amounts reported in this row are representative of amounts actually paid to Mr. McGinnis upon his retirement, as agreed to in the Letter Agreement, and are illustrated based on the closing stock price of $267.02 on June 30, 2026. Mr. McGinnis was not eligible for benefits under this agreement unless and until he continued his employment to the Retirement Date. |
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 Setup & Operate employee based in our Grenada, Mississippi facility (our 2025 proxy statement inadvertently described this same median employee’s location as Calgary, Canada; however, the correct Grenada, Mississippi employee’s actual compensation was used to calculate the fiscal 2025 pay ratio and the disclosed ratio was accurate). As permitted by the applicable regulations, we calculated the CEO pay ratio for fiscal 2026 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 $39,704 for fiscal 2026. Mr. Brinker’s total annual compensation, as reflected in the Summary Compensation Table, was $10,159,548. This yields a CEO Pay Ratio of 1:256.
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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
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 CEO, or principal executive officer (“PEO”), 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
| | | | | | | | Average SCT | | Average Compensation | | Value of Initial Fixed $100 | | | | | | | ||||||
| | SCT Total | | Compensation | | Total Compensation | | Actually Paid to | | Invested Based On: | | | | | | | ||||||||
| | Compensation for | | Actually Paid to | | for Other | | Other | | Company | | Peer | | Net Income | | Adj. EBITDA6 | ||||||||
Year1 | | PEO1 | | PEO1,2 | | NEOs3 | | NEOs2,3 | | TSR4 | | Group4 | | ($M)5 | | ($M) | ||||||||
2026 | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2025 | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2024 | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2023 | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2022 | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| (1) | “PEO” reflects compensation for Modine’s CEO, |
| (2) | CAP reflects the SEC methodology, with adjustments for calculating CAP from Summary Compensation Table (“SCT”) values provided in the table below. |
| (3) | NEOs used for the average non-CEO NEO for each fiscal year are as follows: |
−2026: Michael Lucareli, Eric McGinnis, Erin Roth and Jeremy Patten.
| − | 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.
− | 2022: Michael Lucareli, Eric McGinnis, Sylvia Stein, Brian Agen, Matthew McBurney, and Joel Casterton. |
| (4) | Cumulative TSR is measured as of a beginning date of April 1, 2021 (i.e., March 31, 2021, stock price is the base date for calculation); and peer group TSR reflects values for the S&P MidCap 400 Industrials Index, the same benchmark used in our 2026 annual report on Form 10-K. |
| (5) | Net Income reflects net earnings (loss) attributable to Modine, as disclosed in our financial statements. |
| (6) |
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Adjustments to Calculate Compensation Actually Paid
| | | | | | 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 CAP1 | |||||||||||
2026 | | PEO (Brinker) | | $ | | | | N/A | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | Avg. Non-PEO NEO | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2025 | | PEO (Brinker) | | $ | | | | N/A | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | |
| | Avg. Non-PEO NEO | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | |
2024 | | PEO (Brinker) | | $ | | |
| N/A | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | Avg. Non-PEO NEO | | $ | | | $ | ( | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2023 | | PEO (Brinker) | | $ | | |
| N/A | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
| | Avg. Non-PEO NEO | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2022 | | PEO (Brinker) | | $ | | |
| N/A | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | ( | | $ | | | $ | | | $ | |
| | Avg. Non-PEO NEO | | $ | | | $ | | | $ | | | $ | ( | | $ | | | $ | | | $ | ( | | $ | ( | | $ | ( | | $ | | | $ | |
| (1) | Columns may not sum due to rounding |
Relationship Between Compensation Actually Paid (CAP) and Performance Measures
The Pay versus Performance table above and the charts below illustrate the following:
| ◾ | CAP to our PEO (i.e., CEO) 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. |
| ◾ | 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. |
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Tabular List Metrics
The table below lists our most important performance measures used to link “Compensation Actually Paid” for our NEOs to company performance over the fiscal year ending March 31, 2026. These measures are used to determine payouts for our annual incentive plan and for our long-term performance cash plan. For more information on our incentive plan measures and goals (including on how the below measures are calculated), refer to the Compensation Discussion and Analysis section of this proxy statement. The performance measures included in this table are not ranked by relative importance.
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ITEM 2 – ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION
As required pursuant to Section 14A of the Exchange Act, the Company annually seeks the advisory vote of its shareholders on its executive compensation program and asks that you support the compensation of the Company’s NEOs as disclosed in the Compensation Discussion and Analysis section and accompanying tables contained in this proxy statement.
The HCC Committee and the Company are committed to paying for performance and ensuring that the executive compensation plans of the Company drive value. This commitment is reflected in the Company’s executive compensation program, which is designed to balance short- and long-term considerations while rewarding management in a way that reflects the Company’s performance over time.
This proposal, commonly known as a “Say on Pay” proposal, gives you the opportunity to indicate your support or lack of support for the Company’s fiscal 2026 pay practices and programs for the NEOs through the following resolution:
RESOLVED, that the compensation paid to the Company’s NEOs, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables and narrative discussion is hereby APPROVED.
This vote is not for or against a particular item of compensation but rather is with regard to the executive compensation program, as a whole, for the NEOs. This shareholder vote is advisory and is, therefore, not binding on the Board of Directors. The Board of Directors will, however, take the outcome of this vote into account when determining NEO compensation for future years.
The Board of Directors recommends a vote “FOR” approval of the compensation of the Company’s NEOs.
Vote Required for Approval
Approval of the advisory vote supporting the Company’s executive compensation policies and procedures for its NEOs requires the affirmative vote of a majority of the votes cast thereon, provided a quorum is present. Because abstentions and broker non-votes are not considered votes cast, they will have no effect on the vote.
ITEM 3 – RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has appointed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, to audit the consolidated financial statements of the Company. Before the Audit Committee selected KPMG, it carefully considered the qualifications of the firm, including their performance in the prior year and their reputation for integrity and for competence in the fields of accounting and auditing. Services provided to the Company and its subsidiaries by KPMG in fiscal 2026 and 2025 are described under Independent Auditor’s Fees for Fiscal 2026 and 2025 below.
If the shareholders do not ratify the appointment of KPMG, the selection of our independent registered public accounting firm will be reconsidered by the Audit Committee. If, prior to the Annual Meeting, KPMG declines to act or its engagement is otherwise discontinued by the Audit Committee, the Audit Committee will appoint another independent registered public accounting firm whose engagement for any period subsequent to the meeting will be subject to ratification by the shareholders at the 2026 Annual Meeting of Shareholders.
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Representatives of KPMG are expected to be in attendance at the 2026 Annual Meeting of Shareholders. They will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions.
The Board of Directors recommends a vote “FOR” ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm.
Vote Required for Approval
Approval of this proposal requires the affirmative vote of a majority of the votes cast on the proposal, provided a quorum is present. Because abstentions and broker non-votes are not considered votes cast, they will not have an effect on the vote.
INDEPENDENT AUDITOR’S FEES FOR FISCAL 2026 AND 2025
The following table represents fees for professional audit services rendered by KPMG for the fiscal years ended March 31, 2026 and 2025, and fees billed for other services rendered by KPMG during those periods.
(In thousands) | | Fiscal 2026 | | Fiscal 2025 | ||
Audit Fees: (a) | | $ | 2,250 | | $ | 2,268 |
Audit-Related Fees: (b) | | $ | 1,116 | | $ | 11 |
Tax Fees: (c) | | $ | 0 | | $ | 57 |
All Other Fees: | | $ | 0 | | $ | 0 |
Total | | $ | 3,366 | | $ | 2,336 |
| (a) | Audit Fees: Fees for professional services performed by KPMG for (1) the audit of the Company’s annual consolidated financial statements included in the Company’s annual report on Form 10-K and review of financial statements included in the Company’s quarterly reports on Form 10-Q; (2) the audit of the Company’s internal control over financial reporting; and (3) services that are normally provided in connection with statutory and regulatory filings or engagements. |
| (b) | Audit-Related Fees: The fiscal 2026 audit-related fees primarily include fees for professional services rendered for the audits of historical financial statements of the Performance Technologies segment businesses in anticipation of the pending Transaction with Gentherm. In addition, both the fiscal 2026 and 2025 amounts include fees related to compliance audits required by local regulations. |
| (c) | Tax Fees: Fees for professional services performed by KPMG with respect to tax compliance, tax advice, and tax planning. This may include preparation of returns for the Company and its consolidated subsidiaries, refund claims, payment planning and tax audit assistance. |
Pre-Approval Policy
The Audit Committee pre-approves all audit services and permitted non-audit services, including all fees and terms, to be performed for the Company by its independent registered public accounting firm. Alternatively, the Audit Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Audit Committee at its next scheduled meeting. Non-audit services are reviewed and pre-approved by project at the beginning of each fiscal year. Descriptions of each project are provided to the Audit Committee. Any additional non-audit services contemplated by the Company after the beginning of the fiscal year are submitted to the Audit Committee for pre-approval prior to engaging the independent registered public accounting firm to perform any services. The Audit Committee is routinely informed as to the non-audit services actually provided by the independent registered public accounting firm pursuant to the pre-approved
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projects. All of the fees paid to the independent registered public accounting firm in the fiscal years ended March 31, 2026 and March 31, 2025 were approved in advance by the Audit Committee.
REPORT OF THE AUDIT COMMITTEE
The Audit Committee of the Board of Directors consists of four members, each of whom has been determined by the Board to be sufficiently experienced, financially literate, and independent in accordance with the applicable NYSE listing standards. Ms. Harper, the Chairperson of the Audit Committee, Mr. Lowe, Mr. Bendza and Mr. Wulfsohn qualify as audit committee financial experts within the meaning of the SEC rules.
The Audit Committee operates under a written charter adopted by the Board of Directors. Under its charter, the Audit Committee’s purpose is to assist the Board of Directors in overseeing:
| ● | The integrity of the Company’s financial statements; |
| ● | The internal control and disclosure control systems of the Company; |
| ● | The independent registered public accounting firm’s qualifications and independence; |
| ● | The performance of the Company’s internal audit function and independent registered public accounting firm; and |
| ● | The implementation and effectiveness of the Company’s programs to promote ethics and compliance with its legal and regulatory requirements, and the preparation of disclosures required by the SEC relative to the Audit Committee. |
The Audit Committee is responsible for appointing and overseeing the work of the Company’s independent registered public accounting firm for the purpose of preparing and issuing an audit report and performing related work, and for discussing with the independent registered public accounting firm appropriate staffing and compensation. It is also the responsibility of the Audit Committee to ensure the rotation of the lead audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law, or more frequently if the Audit Committee may deem necessary.
In determining whether to reappoint KPMG as the Company’s independent registered public accounting firm to audit the consolidated financial statements of the Company for the fiscal year ending March 31, 2027, the Audit Committee considered the qualifications of the firm, including their performance in the prior year and their reputation for integrity and for competence in the fields of accounting and auditing. Each year, members of the Audit Committee prepare written evaluations of KPMG, and the evaluations are considered as part of the reappointment process for the following year, along with input from members of executive management and the head of the Company’s Internal Audit department regarding their views of and experiences with KPMG in its capacity as the Company’s independent registered public accounting firm.
The Audit Committee discussed and approved KPMG’s compensation for its work as the Company’s independent registered public accounting firm based on a number of factors. These factors included the review of a fee proposal presented by KPMG describing the background of the relationship, the proposed scope of audit, and circumstances distinguishing KPMG’s work in fiscal 2026 from its proposed fiscal 2027 role. The Audit Committee also received input from management regarding its work experience with the KPMG audit team and the reasonableness and market competitiveness of KPMG’s fee proposal.
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In addition, the Audit Committee is charged under its charter with a wide range of responsibilities and authority, including, among others:
| ● | Retaining, to the extent it deems necessary or appropriate, and with appropriate funding provided by the Company, independent legal, accounting, or other advisors, or other services or tools as it deems necessary or appropriate in carrying out its duties; |
| ● | Pre-approval of all audit and permitted non-audit services (including the fees and terms thereof) to be performed by the independent auditor; |
| ● | Oversight of management’s implementation of systems of internal controls, including review of policies relating to legal and regulatory compliance, ethics, and conflicts of interest; |
| ● | Review of the activities and recommendations of the Company’s internal auditing program; |
| ● | Monitoring the preparation of quarterly and annual financial reports by the Company’s management, including discussions with management and the Company’s independent registered public accounting firm about draft annual financial statements and key accounting and reporting matters; |
| ● | Monitoring and reviewing the Company’s earnings releases with management and the Company’s independent registered public accounting firm; |
| ● | Evaluating the qualifications, performance and independence of the independent auditor and the lead partner of the independent audit team, including considering whether the auditor’s quality controls are adequate and the provision of permitted non-audit services is compatible with maintaining the auditor’s independence, and taking into account the opinions of management and internal auditors, and presenting its conclusions with respect to the independent auditor to the Board; |
| ● | Reviewing the independent registered public accounting firm’s quality control program and any material control issues; |
| ● | Annually reviewing management’s programs to monitor compliance with the Company’s Code of Ethics; |
| ● | Annually reviewing with management the assumptions and disclosures related to the defined benefit and post-employment benefit plans; |
| ● | Reviewing with management at least semi-annually the status, policies and procedures relating to Company common stock held in any such plan; and |
| ● | Review and approve the Company’s initiatives, metrics, tracking, and disclosures concerning environmental and sustainability measures in connection with environmental, social and governance (ESG) reporting, and monitor the Company’s progress with respect to such initiatives and metrics. |
The Audit Committee met eight times during the fiscal year ended March 31, 2026. The Audit Committee has an appropriate number of meetings to ensure that it devotes appropriate attention to all of its responsibilities. The Audit Committee’s meetings include, whenever appropriate, executive sessions with the Company’s independent registered public accounting firm and with the Company’s internal auditors and compliance personnel, in each case without any other member of the Company’s management being present.
In overseeing the preparation of the Company’s financial statements, the Audit Committee met with both management and the Company’s independent registered public accounting firm to review and discuss all financial statements, including the Company’s audited financial statements, prior to their issuance, and to
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discuss significant accounting issues. Management advised the Audit Committee that all financial statements were prepared in accordance with generally accepted accounting principles. The Audit Committee has discussed with KPMG the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC.
With respect to the Company’s independent registered public accounting firm, the Audit Committee, among other things, discussed with KPMG matters relating to its independence, after receiving the written disclosures and the letter from KPMG required by the applicable requirements of the PCAOB.
On the basis of these reviews and discussions, the Audit Committee recommended to the Board of Directors that the Company’s audited financial statements be included in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2026, for filing with the SEC.
In performing all of the functions described above, the Audit Committee acts only in an oversight capacity. The Audit Committee completes its review of the matters described above prior to the public announcements of financial results. In its oversight role, the Audit Committee relies on the work and assurances of the Company’s management, which has the primary responsibility for the Company’s financial statements and its report on the effectiveness of the Company’s internal control over financial reporting, and of the Company’s independent registered public accounting firm, who, in their report, express an opinion on the Company’s annual financial statements and on the effectiveness of the Company’s internal control over financial reporting.
THE AUDIT COMMITTEE
Katherine C. Harper, Chair
Mark Bendza
Alan S. Lowe
William A. Wulfsohn
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DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires the Company’s executive officers and directors, and certain persons who beneficially own more than 10 percent of a registered class of the Company’s equity securities to file reports of ownership and changes in ownership of equity securities of Modine and derivative securities of Modine with the SEC. Those “reporting persons” are required by SEC regulation to furnish the Company with copies of all Section 16(a) forms they file.
Based upon a review of those filings and other information furnished by the reporting persons, we believe that all of the Company’s reporting persons complied during the fiscal year ended March 31, 2026 with the reporting requirements of Section 16(a) of the Exchange Act.
ADDITIONAL MATTERS
The Board of Directors is not aware of any other matters that will be presented for action at the 2026 Annual Meeting of Shareholders. Should any additional matters properly come before the meeting, the persons named in the proxy will vote on those matters in accordance with their best judgment.
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GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING
Why are you holding a virtual meeting instead of a physical meeting?
In light of significant improvements in technology and changes in applicable law in recent years, we have again determined to hold an entirely virtual meeting. We believe that hosting a virtual meeting will enable more of our shareholders to attend and participate in the meeting.
Why did I receive a separate Notice of Internet Availability of Proxy Materials this year?
In order to be efficient with the Company’s resources, and in keeping with our commitment to sustainable practices, we have chosen to take advantage of SEC rules that allow us to make our proxy statement and other Annual Meeting materials available to you on the Internet.
How can I access the proxy statement and other Annual Meeting Materials on the Internet?
On or about July 7, 2026, we began mailing a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders, advising them that this proxy statement and our annual report on Form 10-K for the fiscal year ended March 31, 2026, along with voting instructions, may be accessed over the Internet at www.proxyvote.com. You may access these materials and vote your shares over the Internet, or request that a printed copy of the materials be sent to you.
How do I receive a copy of the printed proxy statement and Annual Meeting materials?
If you want to receive a paper or e-mail copy of these materials, you must make the request over the Internet at www.proxyvote.com, by calling toll free 1-800-579-1639, or by sending an e-mail to sendmaterial@proxyvote.com. There is no charge to you for requesting a paper or e-mail copy. If you would like to receive a paper or e-mail copy of the Annual Meeting materials, please make your request on or before August 6, 2026, in order to facilitate timely delivery. If you previously elected to receive our proxy materials electronically, these materials will continue to be sent via e-mail unless you change your election.
How can I access the virtual Annual Meeting?
You can access the Annual Meeting by visiting www.virtualshareholdermeeting.com/MOD2026 where you will be able to attend and participate online, vote your shares electronically, and submit questions prior to and during the meeting.
How do I ask questions during the Annual Meeting?
You may submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/MOD2026, where you will enter the 16-digit control number found on the proxy card or voter instruction form provided to you with this proxy statement. Shareholders who do not have a 16-digit control number should contact their bank or broker to obtain one.
Shareholders are able to submit questions for the Annual Meeting’s question and answer session during the meeting through www.virtualshareholdermeeting.com/MOD2026. Shareholders who have been provided or obtained a 16-digit control number may submit a question during the meeting at www.virtualshareholdermeeting.com/MOD2026 after logging in with that control number.
Shareholder questions must be pertinent to matters properly before the meeting. The Annual Meeting is not to be used as a forum to present views that are not directly related to the business before the Annual Meeting. Recording of the Annual Meeting is prohibited. A webcast playback will be available at www.virtualshareholdermeeting.com/MOD2026 24 hours after the completion of the meeting.
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Any additional information regarding the rules and procedures for participating in the Annual Meeting will be available during the meeting on the meeting website. We encourage you to access the Annual Meeting before it begins. Online check-in will be available at www.virtualshareholdermeeting.com/MOD2026 approximately 15 minutes before the Annual Meeting starts on August 20, 2026. If you encounter any difficulties accessing the virtual Annual Meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting login page.
Who may vote?
You may vote your shares of common stock if our records show that you owned the shares at the close of business on June 22, 2026, the record date for the Annual Meeting. A total of 53,107,179 shares of common stock were outstanding as of the record date and entitled to vote at the Annual Meeting. You are entitled to one vote for each share of common stock you own.
How do I vote?
You may vote your shares electronically via the Internet, electronically at the Annual Meeting, by telephone or by a properly appointed proxy.
Registered Holders
Registered holders may vote prior to the Annual Meeting (i) by completing and mailing the proxy card, or (ii) electronically via the Internet, or (iii) by calling Broadridge Financial Solutions, Inc. Specific instructions for each voting option are set forth on the Notice or the proxy card. You may also vote electronically at the Annual Meeting.
The Internet and telephone voting procedures on the Notice or the proxy card to vote your shares prior to the Annual Meeting are for your convenience and reduce costs for Modine. The procedures are designed to authenticate your identity, allow you to give voting instructions and confirm that those instructions have been recorded properly.
Street Name Holders
If your shares are registered in the name of a bank or brokerage firm, you may be eligible to vote your shares electronically via the Internet or by telephone. If your bank or brokerage firm is participating in the Broadridge Investor Communication Services’ program, your voting form will provide you with instructions.
401(k) Retirement Plan Participants
If you are a participant in one of Modine’s 401(k) Retirement Plans, you will receive a proxy on which you may indicate your voting instructions for the shares held in your plan account. The trustee for the plan, Equiniti Trust Company, will vote your shares as you direct. If a proxy is not returned for shares held in a plan, the trustee generally will vote those shares in the same proportion that all shares in the plan for which voting instructions have been received are voted, although it may do otherwise in its discretion.
May I vote during the Annual Meeting?
Although we encourage you to vote via the Internet, complete and return the proxy card or vote by telephone prior to the Annual Meeting to ensure that your vote is counted, you may attend the Annual Meeting and vote your shares electronically at the Annual Meeting.
What does the Board of Directors recommend?
The Board of Directors’ recommendation is included with the description of each item in this proxy statement. In summary, the Board recommends a vote:
“FOR” election of each of the Company-nominated directors for terms expiring in 2029 (see Item 1); and
“FOR” approval of the Company’s NEO compensation (see Item 2); and
“FOR” ratification of the Company’s independent registered public accounting firm (see Item 3).
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Unless you give other instructions, the persons named as proxies will vote “FOR” Items 1, 2, and 3.
What if other matters come up at the Annual Meeting?
To our knowledge, the matters described in this proxy statement are the only matters that will be subject to a vote at the Annual Meeting. If other matters are properly presented, the persons appointed as proxies will vote your shares on those other matters in accordance with their best judgment.
May I change my vote after I appoint a proxy?
Yes, you may change your vote by revoking your proxy. You may revoke your proxy by:
| ● | submitting a new proxy; |
| ● | giving written notice before the Annual Meeting to the Company’s Secretary stating that you are revoking your previous proxy; |
| ● | revoking your proxy in the same manner you initially submitted it – by mail, Internet, or the telephone; or |
| ● | virtually attending the Annual Meeting and voting your shares electronically at the Annual Meeting. |
If you decide to vote your shares electronically at the Annual Meeting, we prefer that you first revoke your prior proxy in the same way you initially submitted it – that is, by mail, Internet, or the telephone. The presence at the Annual Meeting of a shareholder who has made an effective proxy appointment does not, by itself, constitute a revocation of a proxy appointment.
How are votes counted?
A majority of the shares entitled to vote, represented in person or by proxy, will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of determining a quorum.
Voting on the Election of Directors (Item 1)
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.
Advisory Vote on NEO Compensation (Item 2)
Approval of the advisory resolution on the Company’s NEO compensation policies and procedures for its NEOs requires the affirmative vote of a majority of the votes cast, provided a quorum is present. Because abstentions and broker non-votes are not considered votes cast, they will not have an effect on the vote.
Voting on the Ratification of Independent Registered Public Accounting Firm (Item 3)
Approval of this proposal requires the affirmative vote of a majority of the votes cast, provided a quorum is present. Because abstentions and broker non-votes are not considered votes cast, they will not have an effect on the vote.
Who will count the votes?
Broadridge Financial Solutions, Inc., an independent tabulator, will count the votes under the supervision of the Inspectors of Election appointed by the Board of Directors.
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Shareholder Proposals for 2027 Annual Meeting
Shareholder proposals for the 2027 Annual Meeting of Shareholders of the Company must be received no later than March 9, 2027 at the Company’s principal executive office, Modine Manufacturing Company, 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552, directed to the attention of the Company’s Secretary, in order to be considered for inclusion in next year’s Annual Meeting proxy material under the proxy rules of the SEC. Written notice of shareholder proposals and director nominations for the 2027 Annual Meeting of Shareholders of the Company that are not intended to be considered for inclusion in next year’s annual meeting proxy material (shareholder proposals submitted outside the processes of Rule 14a-8) must be received no earlier than April 22, 2027 and no later than May 22, 2027 at such offices, directed to the attention of the Company’s Secretary, and must be submitted in accordance with the requirements of the Bylaws of the Company.
In addition to satisfying the foregoing requirements under our Bylaws, to comply with the universal proxy rules for the Annual Meeting of Shareholders, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the additional information required by Rule 14a-19 under the Exchange Act no earlier than April 22, 2027 and no later than May 22, 2027.
Who pays for this proxy solicitation?
Modine pays for the proxy solicitation. Directors, officers, and employees of Modine may solicit proxies in person or by mail, telephone, facsimile transmission or other means, but will receive no additional compensation for any such services. Brokers, banks, nominees, fiduciaries, and other custodians will be requested to solicit beneficial owners of shares and will be reimbursed for their expenses.
How may I help reduce mailing costs?
Eligible shareholders who have more than one account in their name or the same address as other shareholders may authorize us to discontinue mailings of multiple annual reports and proxy statements. Most shareholders can also view future annual reports and proxy statements on the Internet rather than receiving paper copies in the mail. See the next two questions and answers and your proxy card for more information.
What happens if multiple shareholders share the same address?
We have adopted a procedure called “householding,” so we are sending only one Notice to shareholders with the same last name at a single address, unless we have received instructions to do otherwise. Householding reduces our printing and postage costs. If a shareholder of record wishes to receive a separate copy of a proxy statement or annual report in the future, he or she may tell us so by providing written notice to the Company’s Secretary, Modine Manufacturing Company, 1500 DeKoven Avenue, Racine, WI 53403-2552, or oral notice by calling 262-636-1517. Upon written or oral request, the Company will promptly send a copy of either document.
Shareholders of record sharing the same address and receiving multiple copies of the Notice may request householding by contacting us in the same manner. If you own your shares in street name, you may request householding by contacting the entity in whose name the shares are held.
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APPENDIX A: NON-GAAP RECONCILIATIONS
Adjusted EBITDA, adjusted EBITDA margin, and free cash flow (which are defined below) as used in this proxy statement are not measures that are defined in generally accepted accounting principles (GAAP). These non-GAAP measures are used by management as performance measures to evaluate the Company’s overall financial performance and liquidity. These measures are not, and should not be viewed as, substitutes for the applicable GAAP measures, and may be different from similarly-titled measures used by other companies.
Definition – Adjusted EBITDA and adjusted EBITDA margin
The Company defines adjusted EBITDA as net earnings excluding interest expense, the provision or benefit for income taxes, depreciation and amortization expenses, other income and expense, restructuring expenses, impairment charges, pension termination charges, acquisition and disposition costs, and certain other gains or charges. Adjusted EBITDA margin represents adjusted EBITDA as a percentage of net sales. The Company believes that adjusted EBITDA and adjusted EBITDA margin provide relevant measures of profitability and earnings power. The Company views these financial metrics as being useful in assessing operating performance from period to period by excluding certain items that it believes are not representative of its core business. Adjusted EBITDA, when calculated for the business segments, is defined as operating income excluding depreciation and amortization expenses, restructuring expenses, impairment charges, and certain other gains or charges.
Definition – Free cash flow
Free cash flow represents net cash provided by operating activities less expenditures for property, plant and equipment. Free cash flow presents cash generated from operations during the period that is available for strategic capital decisions.
Reconciliations for the non-GAAP financial measures referenced within this proxy statement to the most directly comparable GAAP measures are set forth below:
Modine Manufacturing Company
Adjusted EBITDA (unaudited)
(In millions)
| | | | | | |
| | Twelve months ended March 31, | ||||
| | 2026 | | 2025 | ||
Net earnings | | $ | 123.3 | | $ | 185.5 |
Interest expense | |
| 31.6 | |
| 26.4 |
Provision for income taxes | |
| 63.2 | |
| 68.5 |
Depreciation and amortization expense | |
| 79.7 | |
| 77.7 |
Other (income) expense - net | |
| 8.2 | |
| 3.1 |
Restructuring expenses (a) | |
| 20.6 | |
| 28.2 |
Impairment charge (b) | | | 4.1 | | | — |
Loss on sale of assets (c) | | | 3.9 | | | — |
Pension termination charge (d) | | | 116.1 | | | — |
Acquisition and integration costs (e) | |
| 5.3 | |
| 2.3 |
Disposition costs (f) | |
| 15.0 | |
| — |
Environmental charges (g) | |
| — | |
| 0.4 |
Adjusted EBITDA | | $ | 471.0 | | $ | 392.1 |
| (a) | Restructuring expenses primarily consist of employee severance expenses and equipment transfer costs. |
A-1
| (b) | During fiscal 2026, the Company recorded a $4.1 million non-cash asset impairment charge related to its technical service center and administrative support facility in Germany, which it expects to sell during fiscal 2027. |
| (c) | During fiscal 2026, the Company recorded a $3.9 million loss resulting from the settlement of a loan facility that it provided in connection with the sale of its Austrian automotive business in fiscal 2022. |
| (d) | During fiscal 2026, the Company recorded a non-cash pension termination charge of $116.1 million to recognize actuarial losses that were included within accumulated other comprehensive loss on its consolidated balance sheet. |
| (e) | The fiscal 2026 costs primarily relate to the acquisitions of Climate by Design International and L.B. White and include fees for transaction advisory services, legal, accounting, and other professional services and costs directly associated with integration activities. The acquisition costs also include $1.3 million for the impact of inventory purchase accounting adjustments. The fiscal 2025 costs relate to the acquisition of Scott Springfield Manufacturing, including $1.6 million for the impact of an inventory purchase accounting adjustment. |
| (f) | Disposition costs primarily relate to the pending Transaction with Gentherm and include fees for legal, accounting, tax, and other professional services and other costs directly related to the transaction. |
| (g) | Environmental charges, including related legal costs, are recorded as SG&A expenses and relate to previously-owned facilities. |
A-2
Modine Manufacturing Company
Segment adjusted financial results (unaudited)
(In millions)
| | Twelve months ended March 31, 2026 | | Twelve months ended March 31, 2025 | | ||||||||||||||||||||
| | Climate | | Performance | | Corporate and | | | | | Climate | | Performance | | Corporate and | | | | | ||||||
| | Solutions | | Technologies | | eliminations | | Total | | Solutions | | Technologies | | eliminations | | Total | | ||||||||
Operating income | | $ | 321.1 | | $ | 109.7 | | $ | (88.4) | | $ | 342.4 | | $ | 248.4 | | $ | 108.0 | | $ | (72.9) | | $ | 283.5 | |
Depreciation and amortization expense | | | 47.5 | | | 30.8 | | | 1.4 | | | 79.7 | | | 48.3 | | | 28.7 | | | 0.7 | | | 77.7 | |
Restructuring expenses (a) | | | 8.5 | | | 11.9 | | | 0.2 | | | 20.6 | | | 6.0 | | | 20.5 | | | 1.7 | | | 28.2 | |
Impairment charge (a) | | | — | | | 4.1 | | | — | | | 4.1 | | | — | | | — | | | — | | | — | |
Loss on sale of assets (a) | | | — | | | — | | | 3.9 | | | 3.9 | | | — | | | — | | | — | | | — | |
Acquisition and integration costs (a) | | | — | | | — | | | 5.3 | | | 5.3 | | | — | | | — | | | 2.3 | | | 2.3 | |
Disposition costs (a) | | | — | | | — | | | 15.0 | | | 15.0 | | | — | | | — | | | — | | | — | |
Environmental charges (a) | | | — | | | — | | | — | | | — | | | — | | | — | | | 0.4 | | | 0.4 | |
Adjusted EBITDA | | $ | 377.1 | | $ | 156.5 | | $ | (62.6) | | $ | 471.0 | | $ | 302.7 | | $ | 157.2 | | $ | (67.8) | | $ | 392.1 | |
| | | | | | | | | | | | | | | | | | | | | | | | | |
Net sales | | $ | 2,062.3 | | $ | 1,131.8 | | $ | (13.0) | | $ | 3,181.1 | | $ | 1,440.8 | | $ | 1,163.5 | | $ | (20.8) | | $ | 2,583.5 | |
Adjusted EBITDA margin | |
| 18.3 | % |
| 13.8 | % |
| | |
| 14.8 | % |
| 21.0 | % |
| 13.5 | % |
| | |
| 15.2 | % |
| (a) | See the Adjusted EBITDA reconciliations on the previous page for information on restructuring expenses and other adjustments. |
Free cash flow (unaudited)
(In millions)
| | Twelve months ended March 31, | ||||
| | 2026 | | 2025 | ||
Net cash provided by operating activities | | $ | 248.7 | | $ | 213.3 |
Expenditures for property, plant and equipment | |
| (143.3) | |
| (84.0) |
Free cash flow | | $ | 105.4 | | $ | 129.3 |
A-3