MODINE MANUFACTURING CO 8-K

Summary

Executive severance and equity-award changes. Modine approved new severance arrangements for certain executives and amended outstanding performance stock and restricted stock unit awards, saying the changes are intended to align severance with current market standards. The changes were approved 10/21/2026–10/27/2026.

Key Figures

• The new Executive Severance Plan covers CFO Michael Lucareli and General Counsel Erin Roth for qualifying involuntary terminations other than for Cause or resignations for Good Reason. Regular cash severance is 1.5x salary plus target annual bonus for Lucareli and 1.0x for Roth; within 24 months after a change in control, the multiples are 2.5x and 2.0x, respectively. Regular severance also includes a prorated bonus based on actual performance; change-in-control severance includes a prorated target bonus. Company-paid COBRA premiums are available for up to 18 months for Lucareli and 12 months for Roth under regular severance, and up to 18 months for either under change-in-control severance. Benefits require a signed, non-revoked release. Lucareli’s former change-in-control agreement was terminated; his change-in-control cash severance is now under the new plan.
• CEO Neil Brinker was not included in the new plan. For qualifying terminations outside change-in-control coverage, his amended offer letter provides cash severance of 2x salary plus target bonus, a prorated bonus based on actual performance, and 18 months of company-paid COBRA premiums followed by six months of equivalent monthly cash payments. Within 24 months after a change in control, his amended agreement provides 3x salary plus the greater of target bonus or the average of his three most recent annual bonuses, a prorated target bonus, and 18 months of COBRA premiums followed by 18 months of equivalent monthly cash payments. Benefits require a signed, non-revoked release. Good Reason now includes being required to report to another officer rather than directly to the board.
• For Brinker’s and other covered grantees’ performance stock awards, change-in-control performance is now deemed achieved at the greater of target or performance extrapolated from the trend at that time. If a qualifying termination occurs within 12 months after a change in control, awards pay at the applicable performance level without service proration. The amendments also expand Good Reason for performance stock and restricted stock unit awards to include a material diminution in title, including removal of a corporate officer designation; new award forms were approved for future executive grants.