On October 21, 2026, Modine Manufacturing Company filed an 8-K report detailing updates to severance arrangements and equity awards for its executive officers. The changes were approved by the Company’s Board of Directors and its Human Capital and Compensation Committee following a review by an independent compensation consultant.
The Company adopted a new Executive Severance Plan on October 21, 2026, which replaces the previous Supplemental Severance Plan. The plan applies to Named Officers Michael B. Lucareli, Executive Vice President and Chief Financial Officer, and Erin J. Roth, Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer. Under the new plan, severance benefits are triggered by an involuntary termination without Cause or a voluntary resignation for Good Reason.
Severance payments are calculated based on the participant’s annual base salary and target annual bonus. For Mr. Lucareli, the regular severance multiple is 1.5x, and the Change in Control multiple is 2.5x. For Ms. Roth, the regular multiple is 1.0x, and the Change in Control multiple is 2.0x. The plan also provides for company-paid COBRA premiums for up to 18 months for Mr. Lucareli and 12 months for Ms. Roth.
In a separate agreement on October 21, 2026, the Company terminated Mr. Lucareli’s Change in Control and Termination Agreement from 2008. He will now only receive cash severance benefits under the new Executive Severance Plan following a change in control.
On October 22, 2026, the Board approved amendments to the severance arrangements for Neil D. Brinker, President and Chief Executive Officer. Mr. Brinker was not designated as a participant in the new plan. Instead, his existing offer letter was amended to provide cash severance of two times the sum of his base salary and target annual bonus upon a qualifying termination without a Change in Control. His Change in Control Agreement was amended to provide three times the sum of his base salary and the greater of his target bonus or the average of his three most recent bonuses upon a qualifying termination within 24 months of a Change in Control.
Additionally, the Company amended outstanding Performance Stock Award Agreements and Restricted Stock Unit Award Agreements for Mr. Brinker and other named officers. The amendments to the Performance Stock Award Agreements ensure that performance is deemed achieved at the greater of target or extrapolated performance at the time of a Change in Control. The awards will payout without proration for service upon a qualifying termination within 12 months of a Change in Control. Both the Performance Stock and Restricted Stock Unit agreements were amended to expand the definition of Good Reason to include a material diminution in an officer’s title, such as the removal of a corporate officer designation.
