DEF 14A: Modine Manufacturing Sets Date for Virtual Annual Shareholder Meeting

Sentiment:

Proxy Statement 1 July 2024 4:06 PM

📋All filings for Modine Manufacturing CO

Modine Manufacturing Company will hold its annual shareholder meeting virtually on August 15, 2024, to elect directors, approve executive compensation, and ratify the appointment of its accounting firm.

Better than expectedFiscal 2024 was a record year for the Company, with the highest sales and earnings in our history.The Company reported a record-breaking adjusted EBITDA of $314 million, a 48 percent increase from the prior year, driven by strong earnings growth in both the Climate Solutions and Performance Technologies segments.The Company achieved $215 million of cash flow from operating activities, a $107 million improvement from the prior year, and $127 million of free cash flow, a $70 million improvement from the prior year.

Summary

Modine Manufacturing Company will hold its Annual Meeting of Shareholders in a virtual format on August 15, 2024, at 8:00 a.m. CDT.
Shareholders of record as of June 17, 2024, are eligible to vote.
The meeting will include the election of three directors for terms expiring in 2027, an advisory vote on executive compensation, and the ratification of the appointment of KPMG LLP as the independent registered public accounting firm.
The Board of Directors recommends voting FOR the election of directors, FOR the advisory approval of executive compensation, and FOR the ratification of the accounting firm appointment.
The company's Board consists of nine members, with three classes serving staggered three-year terms.
The Board has determined that all current directors, except for the CEO Neil D. Brinker, are independent.
In fiscal year 2024, Modine's net sales were $2.4 billion, and the company reported a record-breaking adjusted EBITDA of $314 million.
The company's executive compensation program includes base salary, short-term cash incentives, and long-term incentives, with a focus on aligning executive pay with company performance.
The HCC Committee approved Adjusted EBITDA Margin and Adjusted EBITDA Growth as the performance metrics for all plans under the fiscal 2024 MIP.
The company's CEO pay ratio is 1:223, with the median employee compensation at approximately $38,210 and the CEO's total compensation at $8,505,827.
The Audit Committee has appointed KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2025.
The company's latest Sustainability Report is available on the Investors page and the company's sustainability webpage, both found on our website at www.modine.com.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with record financial results and strategic investments, indicating a strong and confident sentiment.

Positives

The Board of Directors 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.
The company's executive compensation program is designed to balance shortand long-term considerations while rewarding management in a way that reflects the company's performance over time.
The company has a severance plan that was last updated by the HCC Committee in fiscal 2012 (the Severance Plan) for members of the officer-level Executives as recommended to the Committee by the Company's CEO, to ensure consistent treatment of individuals in such positions in the event of an involuntary termination of employment without cause.
The company has maintained share ownership guidelines for directors and officers of the company, including the NEOs, since 2008.
The company has implemented two policies providing for the recovery of incentive compensation under specified circumstances.

Risks

The advisory vote on executive compensation is non-binding, meaning the Board is not obligated to follow the outcome.
Economic downturns or industry-specific challenges could impact the company's financial performance and ability to meet its goals.
Cybersecurity risks and data breaches could disrupt operations and damage the company's reputation.
Changes in regulations or compliance requirements could increase costs and complexity.
The company's reliance on key personnel and the potential loss of their expertise could impact operations.

Future Outlook

The company will continue to evolve in its ESG journey with a focus on sustainable outcomes where it can have the most impact.

Management Comments

Mr. Brinker has successfully focused the organization by simplifying and segmenting the business, strengthening our leadership team and decentralizing operations.
Our organizational structure, purpose and fully aligned leadership team are committed to doing our part to create a cleaner, healthier world.

Industry Context

The document provides insight into Modine's performance within the industrial manufacturing sector, particularly in thermal management solutions and vehicular and industrial/commercial markets, and the company benchmarks itself against a peer group of similar companies.

Comparison to Industry Standards

The HCC Committee uses a Compensation Peer Group to target total pay and each element of compensation at the median of such Compensation Peer Group and at the median of a broad survey of manufacturing companies, weighted equally, for the CEO and CFO.
The Compensation Peer Group includes companies such as AAON Inc., Hubbell Incorporated, and The Timken Company.
The HCC Committee also uses a Performance Peer Group to evaluate long-term financial performance data and as a goal-setting reference; this group consists of approximately 90 companies, generally in the vehicle and capital goods manufacturing industries and generally with revenues between $750 million and $5.0 billion, which includes all of the companies in the Compensation Peer Group.

Stakeholder Impact

Shareholders have the opportunity to vote on key company matters.
Employees are impacted by the company's compensation policies and benefit programs.
Customers and suppliers are affected by the company's strategic investments and operational improvements.
The company's ESG initiatives aim to create a cleaner, healthier world, benefiting the environment and society.

Next Steps

Shareholders are encouraged to vote on the proposals outlined in the proxy statement.
The company will hold its Annual Meeting on August 15, 2024.
The Board of Directors will take the outcome of the advisory vote on executive compensation into account when determining NEO compensation for future years.
The Audit Committee will continue to oversee the work of the independent registered public accounting firm.

Key Dates

Date	Description
April 1, 1992	Date on or after which a person who was or became a director of Modine would be paid a retirement benefit under the Director Emeritus Retirement Plan.
July 1, 2000	Effective date the Director Emeritus Retirement Plan was frozen with no further benefits accruing under it.
December 31, 2003	Date after which new employees were not eligible to participate in the Salaried Pension Plan.
March 31, 2006	Effective date participants in the Salaried Pension Plan no longer earn additional credited service.
December 31, 2007	Effective date changes in salary for a participant are not considered in determining pension benefits.
August 4, 2022	Date until which CEO Transition Retention Agreement Letters provided a retention incentive for certain NEOs.
August 16, 2022	Date the Audit Committee approved the engagement of KPMG as the Company's independent registered public accounting firm and dismissed PwC.
June 17, 2024	Record date for determining shareholders eligible to vote at the Annual Meeting.
August 1, 2024	Deadline to request a paper or e-mail copy of the Annual Meeting materials for timely delivery.
August 10, 2024	Deadline to vote shares held in a Plan by Internet or phone.
August 14, 2024	Deadline to vote shares held directly by Internet or phone.
August 15, 2024	Date of the Annual Meeting of Shareholders.
March 3, 2025	Deadline for shareholder proposals to be received for inclusion in the 2025 Annual Meeting proxy material.
April 17, 2025	Earliest date for written notice of shareholder proposals and director nominations for the 2025 Annual Meeting.
May 17, 2025	Latest date for written notice of shareholder proposals and director nominations for the 2025 Annual Meeting.
June 16, 2025	Deadline for shareholders to provide notice complying with Rule 14a-19 under the Exchange Act for universal proxy rules for the 2025 Annual Meeting.

Keywords

Annual Meeting, Shareholders, Directors, Executive Compensation, KPMG, Governance, Financial Performance, Modine

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.