8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  November [30], 2020

Modine Manufacturing Company

(Exact name of registrant as specified in its charter)

Wisconsin	001-01373	39-0482000
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1500 DeKoven Avenue, Racine, Wisconsin	53403
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:	(262) 636-1200
(Former name or former address, if changed since last report.)	N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.625 par value	MOD	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230 .40 5 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Information to be Included in the Report

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

The Board of Directors (the “Board”) of Modine Manufacturing Company (the “Company”) has appointed Neil D. Brinker as the Company’s President and Chief Executive Officer, effective as of December 1, 2020 (the “Employment Start Date”).  Mr. Brinker, 45, was previously President and Chief Operating Officer of Advanced Energy Industries, Inc. (“AE”) since May of 2020, and joined AE in June 2018 as its Executive Vice President & Chief Operating Officer, where he led global sales, marketing, engineering and operations for the Company’s semiconductor, telecom and networking, data center, industrial, and medical markets. Mr. Brinker also has extensive transactional experience leading M&A integration at AE. Prior to AE, Mr. Brinker served as a Group President at IDEX Corporation (“IDEX”), from July 2015 to June 2018, and held various leadership roles at IDEX from April of 2012 to July 2015.

Mr. Brinker will also be appointed to the Board as of the Employment Start Date.

In accordance with the terms of the offer letter by and between the Company and Mr. Brinker, dated as of November 10, 2020 (the “Offer Letter”), Mr. Brinker will receive a starting base salary of $800,000 per year, subject to change at the discretion of the Board and the Officer Nomination and Compensation Committee of the Board.

Mr. Brinker will be eligible to participate in the Company’s annual management incentive program, with a prorated, targeted fiscal year 2021 annual management incentive opportunity of 100% of base annual salary, with upside potential to 200% of this target based upon the Company’s results and performance in fiscal year 2021.  Mr. Brinker’s targeted annual long-term incentive opportunity for fiscal year 2021 will be 250% of base salary in the form of 40% Restricted Stock Units, 20% Stock Options and 40% Performance Cash, in each case subject to the terms of the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “2020 ICP”), pro-rated based on the number of months he is employed with the Company in fiscal year 2021.  Commencing with fiscal year 2022, Mr. Brinker will be eligible for annual equity or long-term incentive awards under the 2020 ICP or any subsequent or similar plan adopted by Modine on terms and conditions similar to the awards granted to other senior executive officers of the Company at the time of such grants.

To replace unvested cash incentive compensation forfeited upon his resignation from his prior employer, Mr. Brinker will receive a make whole cash award of $574,000, payable on the same date as any fiscal year 2021 management incentive program payment. To replace unvested equity incentive compensation forfeited upon his resignation from his prior employer, Mr. Brinker will be entitled to certain make whole equity awards off-setting unvested/forfeited restricted shares and performance shares from his prior employer’s equity plans, as described in the Offer Letter.  If, within 12 months of the Employment Start Date, Mr. Brinker voluntarily terminates his employment with the Company without Good Reason (as defined in the Offer Letter), or his employment is terminated by the Company for Cause (as defined in the Offer Letter), he will not be entitled to receive any unpaid make whole cash award and will be required to repay the full amount of any make whole cash award that was paid to him prior to such termination.

Mr. Brinker’s employment with the Company will be at-will and may be terminated at any time by Mr. Brinker or Modine.  If Mr. Brinker’s employment is terminated by the Company without Cause or he resigns for Good Reason, the Company will pay him a severance benefit equal to two times the sum of his base salary in effect at the time of the termination, payable over a two-year period following his termination of employment.  The Company will also provide Mr. Brinker with a separate change in control agreement promptly following the Employment Start Date providing that in the event of a qualifying termination within 24 months following a change in control of the Company, he will receive two and one half times his annual base salary and two and one-half times his annual incentive target bonus, subject to the terms and conditions of the change in control agreement, which would be in lieu of the severance benefits described above.

The Offer Letter also contains customary provisions, including, among other, provisions relating to broad-based employee benefits, vacation, reimbursement of relocation expenses and related support; two-year post-employment noncompetition and non-solicitation provisions; non-disparagement and confidentiality provisions.

There are no arrangements or understandings between Mr. Brinker and any other persons pursuant to which Mr. Brinker was named President and Chief Executive Officer or appointed as a director of the Company. There are no family relationships between Mr. Brinker and any of the Company’s directors, executive officers or persons nominated or chosen by the Company to become a director or executive officer, and Mr. Brinker is not a party to any transaction requiring disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the material terms of the Offer Letter is not intended to be complete, and is qualified in its entirety by the full text of the Offer Letter, a copy of which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Item 8.01 Other Events

On November 30, 2020, the Company issued a press release announcing the appointment of Mr. Brinker as the Company’s President and Chief Executive Officer and a director.  The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

The following exhibits are being furnished herewith:

10.1 Offer Letter dated as of November 10, 2020, by and between the Company and Mr. Brinker

99.1 Press Release dated November 30, 2020

104
Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Modine Manufacturing Company
	By: /s/ Sylvia A. Stein
	Sylvia A. Stein
	Vice President, General Counsel and Corporate
	Secretary
Date:  November 30, 2020

EX-10.1

Exhibit 10.1

	Modine Manufacturing Company
	1500 DeKoven Avenue
	Racine, Wisconsin 53403-2552
November 10, 2020	Tel. 262.636.1200
	Fax 262.631.7720

Neil Brinker

[address]

Dear Neil:

On behalf of Modine Manufacturing Company (“Modine” or the “Company”), I am pleased to offer you the position of President and Chief Executive Officer (“CEO”), reporting to the Company’s Board of Directors (the “Board”), working at the Company’s headquarters at 1500 DeKoven Ave., Racine, Wisconsin.

Outlined below are the terms and conditions of your position with Modine. In developing this offer, our goal has been to provide you with an attractive and competitive compensation package as you undertake your new position with Modine on or about December 1, 2020 (the “Employment Start Date”). The agreement will be effective on the date you sign it (the “Effective Date”).  When you accept this offer and commence work on the Employment Start Date, the following will apply to you:

1. Board Appointment. You will be appointed to the Board upon your Employment Start Date.

2. Base Salary. Your starting base salary will be $800,000.00 (or as paid bi-weekly by Modine $30,769.23), less applicable taxes, deductions and withholdings . Your annual base salary will be reviewed annually, and may be changed at the discretion of the Board and the Officer Nomination and Compensation Committee (the “Committee”).

3. Incentive Compensation. You are eligible to participate in Modine’s annual management incentive program.  Bonus awards are based on attainment of specified Company operating and financial goals.  For fiscal year 2021 (for clarity, the fiscal year ending 3/31/2021), your targeted annual management incentive opportunity is 100% of base annual salary, with upside potential to 200% of this target (effectively 200% of base salary), where your eligibility for such bonus shall be based upon results and performance in FY21, with any payout earned being pro-rated by the number of months you are employed in FY21, rounded to the nearest full month.   The terms and conditions of Modine’s annual management incentive program are subject to the discretion of the Committee and the Board.

4. Equity Awards. Your targeted annual long-term incentive (LTI) opportunity for fiscal year 2021 is 250% of base salary in the form of 40% Restricted Stock Units, 20% Stock Options and 40% Performance Cash. The terms and conditions of these grants will be subject to the Modine Manufacturing Company 2020 Incentive Compensation Plan (the “2020 ICP”), as applicable, and will be similar to the long-term incentive awards granted to other senior executive officers of the Company for FY21.  Your FY21 LTI target will be pro-rated based on the number of months you are employed in FY21, rounded to the nearest full month.  Commencing with the fiscal year beginning April 1, 2021, you will be eligible for annual equity or long-term incentive awards under the 2020 ICP or any subsequent or similar plan adopted by Modine.   The terms and conditions of these grants  (including, without limitation, the form of award(s), vesting schedule, performance objectives, restrictive provisions, etc.) will be on terms and conditions similar to the annual long-term incentive awards granted to other senior executive officers of the Company at the time of such grants. Following FY21, the actual grant date value and form of any equity awards during your employment with Modine shall be determined in the discretion of the Committee and the Board.  All of such annual grants/vestings shall be subject to any applicable tax withholding or deductions.

5. Sign-on Payment and other Make-Whole Arrangements. You will be entitled to receive:

a. To replace unvested cash incentive compensation that will be forfeited upon your resignation from your prior employer, a Make Whole Cash award of Five Hundred and Seventy Four Thousand Dollars ($574,000) payable on the same date as any FY21 Modine Management Incentive Plan payment (estimated to be June, 2021), but in all cases payable in 2021, subject to normal payroll and income tax withholdings.   In the event of your death prior to receiving such payment, payment shall be made to your surviving spouse, or if none, your estate.

b. To replace unvested equity incentive compensation that will be forfeited upon your resignation from your prior employer, Make Whole Equity awards off-setting unvested/forfeited Restricted Shares and Performance Shares from your current employer equity plans.   Details on these Make Whole Restricted Stock Unit and Performance Cash grants are outlined in Exhibit A attached to this agreement.

If within twelve (12) months of your Employment Start Date, you voluntarily terminate your employment with Modine without Good Reason (as defined in paragraph 13 below) and not due to your death or disability, or your employment is terminated by Modine for Cause (as defined in paragraph 13 below), you shall not be entitled to receive any unpaid portion of the Make Whole cash award, shall be required to repay Modine the full amount of any portion of the Make Whole cash award  paid to you prior to such termination, and shall be required to repay Modine for any monies paid to you for relocation expenses, as provided under paragraph 10.

6. Clawbacks. All bonuses and equity grants are subject to Modine “clawback” policies as in effect from time to time, including any established under the Dodd-Frank Wall Street Reform.

7. Stock Ownership. On the fifth anniversary of your Employment Start Date, you will be expected to hold shares of Modine stock with a value equal to five times your base salary.  For this purpose, share ownership shall be determined in accordance with Modine’s share ownership guidelines, and may be modified by the Committee.

8. Benefits. Modine offers an excellent package of employee benefits, which includes, medical, dental, vision, life insurance, and other programs. In addition, you will be eligible to participate in the benefit plans available to Modine’s executive officers, including Modine’s  401(k) Retirement Savings Plan (please note: As a result of the impact that COVID-19 has had on our company, we have suspended the Modine Safe Harbor matching contributions to the 401(k) retirement savings plan until further notice), and the Modine Deferred Compensation Plan. Please refer to benefit plan documents for eligibility. 

You will be expected to travel in connection with your employment. Modine will provide you with a corporate credit card to which these travel charges will be applied and will reimburse you for any additional reasonable business expenses incurred in connection with your employment, upon presentation of appropriate documentation in accordance with Modine’s expense reimbursement policies.

9. Vacation and Holidays. You are eligible for vacation and holidays in accordance with Modine’s policy. You will receive four (4) documented weeks of vacation each fiscal year.  Your FY21 vacation eligibility will be pro-rated based on the number of months you are employed in FY21.   In addition, Racine-based employees enjoy thirteen (13) paid holidays annually.

10. Relocation. This position shall be held in Racine, Wisconsin and it is understood that you will be relocating to the general Racine area at or near the time of your start date although the relocation of other members of your family may not occur for an extended period of time (currently expected to be June, 2021). Modine will provide you with up to Three Hundred Thousand Dollars ($300,000) in relocation expense support, with relocation services coordinated and administered by NEI, our relocation partner, as directed by you.  This support will include temporary executive-style accommodation proximate to the Modine office in Racine, travel between Racine and Erie, for you and your family, commissions and other expenses for the disposition of your residence in Erie, CO, packing, shipping, and installing your household effects in your new residence, and miscellaneous fees related to the acquisition of your new residence in the area of Racine.  Excluded from the foregoing would be renovations deemed desirable to either residence, purchases of new household effects, and personal expenses incurred in the process of relocating beyond normally reimbursable travel expenses for lodging, meals, and ground transportation.

11. No Conflict with Prior Agreements. As a condition of Modine’s obligations under this agreement, you must provide a written waiver of the terms of any applicable restrictive covenants with your former employer or any entity affiliated with your former employer that may be triggered by your employment by Modine. The parties acknowledge that such waiver, in a form agreeable to Modine, has been received. By signing this agreement, you represent that your employment with Modine shall not breach any agreement you have with any third party.

12. Obligations. During your employment, you shall devote your full business efforts and time to Modine. This obligation, however, shall not preclude you from engaging in appropriate civic, charitable or religious activities or, with the consent of the Board, from serving on the boards of directors of companies that are not competitors to Modine, as long as the activities do not materially interfere or conflict with your responsibilities to or your ability to perform your duties of employment at Modine. Any outside activities must be in compliance with and approved if required by Modine ‘s Code of Conduct or Corporate Governance Guidelines.

13. Employment At-Will. Please understand that this letter does not constitute a contract of employment for any specific period of time, but will create an employment at-will relationship that may be terminated at any time by you or Modine, with or without cause and with or without advance notice. The at-will nature of the employment relationship may not be modified or amended except by written agreement signed by Modine’s Lead Independent Director (or Chairperson, as the case may be) and you. Notwithstanding the foregoing, if your employment is terminated by Modine without Cause or you resign for Good Reason, Modine will pay you a severance benefit equal to two times the sum of your base salary in effect at the time of the termination, payable in normal payroll period  installments over a two year period following your termination of employment, starting on the 60^th day following such termination and ending on the two-year anniversary of the first payment, subject to any delays required pursuant to paragraph 20 below.  For this purpose, “Cause” means (i) your willful and continued failure to substantially perform your duties with the Company (other than any such failure resulting from physical or mental incapacity) after written demand for performance is given to you by the Company which specifically identifies the manner in which the Company believes you have not substantially performed and a reasonable time to cure has transpired, (ii) your conviction of a crime, the circumstances of which substantially relate to your job duties, (iii) your material breach of this agreement; or (iv) your commission of an act of dishonesty or of any willful act of misconduct which results in or could reasonably be expected to result in significant injury (monetarily or otherwise) to the Company, as determined in good faith by the Committee.  “Good Reason” shall be deemed to exist only if the Company shall fail to correct within 60 days after receipt of written notice from you specifying in reasonable detail the reasons you believe one of the following events or conditions has occurred (provided such notice is delivered by you no later than 30 days after the initial existence of the occurrence): (1) a material diminution of your then current aggregate base salary and target  annual incentive amount (other than pro rata reductions that also affect substantially all other similarly situated employees) without your prior written agreement; (2) the material diminution of your authority, duties or responsibilities as President and CEO of the Company without your prior written agreement; or (3) the relocation of your position with the Company to a location that is  greater than 50 miles from Racine, Wisconsin and that is also further from your principal place of residence, without your prior written agreement, provided that in all events the termination of your service with the Company shall not be treated as a termination for “Good Reason” unless such termination occurs not more than six (6) months following the initial existence of the occurrence of the event or condition claimed to constitute “Good Reason.”  In addition, Modine will provide you with a separate change in control agreement promptly following the  Employment Start Date providing that in the event of a qualifying termination within twenty-four (24) months following a change in control of Modine, you will receive two and one-half times your annual base salary and two and one-half times your annual incentive target bonus.  The terms of that benefit shall be subject to the terms and conditions of the Change in Control Agreement as approved by the Board and the Committee and any severance benefits provided upon such a qualifying termination under the Change in Control Agreement shall be in lieu of the severance benefits under this paragraph 13 .  All severance benefits are conditioned on your signing a full release of any and all claims against Modine in a release form acceptable to Modine after the termination of your employment and your not revoking such release pursuant to any revocation rights afforded by applicable law (all within 60 days after your termination of employment or such shorter period as may be specified by the Company).   Upon termination of your employment, you hereby resign as of the date of such termination as a director and officer of Modine and its affiliates and subsidiaries and as a fiduciary of any of its or their benefit plans, and you agree to promptly execute and deliver upon such termination any document reasonably required by Modine to evidence the foregoing.

14. Code of Conduct and Modine Policies. Modine is committed to creating a positive work environment and conducting business ethically. As an employee of Modine, you will be expected to abide by the Company’s policies and procedures including Modine’s Code of Conduct and Modine’s Corporate Governance Guidelines. Modine requests that you review, sign and bring with you on your Employment Start Date, the enclosed Code of Conduct Acknowledgment Form.

15. Confidentiality. During your employment with the Company, the Company will provide you with Confidential Information relating to the Company, its business and clients, the disclosure or misuse of which would cause severe and irreparable harm to the Company. You agree that all Confidential Information is and shall remain the sole and absolute property of the Company. Upon the termination of your employment with the Company for any reason, you agree to immediately return to the Company all documents and materials that contain or constitute Confidential Information, in any form whatsoever, including but not limited to, all copies, abstracts, electronic versions, and summaries thereof. You further agree that, without the written consent of the Board of Directors, you will not disclose, use, copy or duplicate, or otherwise permit the use, disclosure, copying or duplication of any Confidential Information of the Company, other than in connection with the authorized activities conducted in the course of your employment with the Company. You agree to take all reasonable steps and precautions to prevent any unauthorized disclosure, use, copying or duplication of Confidential Information. For purposes of this Agreement, Confidential Information means any and all financial, technical, commercial or other information concerning the business and affairs of the Company that is confidential and proprietary to the Company.

16. Noncompetition; Nonsolicitation.

a. During Employment.  You agree that during the time of your employment with Company, you will not, directly or indirectly, perform duties as or for a Competitor, or participate in the inducement of or otherwise encourage Company clients, or vendors to currently and/or prospectively breach, modify, or terminate any agreement or relationship they have or had with Company.

b. Post-Employment Non-Competition.  For a period of 24 months following the termination of your employment with Company, you will not, directly or indirectly, perform duties as or for a Competitor that are the same as or similar to the duties performed by you for the Company at any time during any part of the 24 month period preceding the termination of your employment with Company anywhere in the Territory.  The term “Competitor” shall mean any corporation, person, firm or organization (or division or part thereof) engaged in or about to become engaged in research and development work on, or the production and/or sale of, any product or service which is directly competitive with any product or service of the Company about which you acquired Confidential Information by reason of your work with the Company.  The term “Territory” shall mean the geographic territory in which the Company conducted business during any part of the 24 month period preceding the termination of your employment with the Company.

c. Post-Employment Non-Solicitation of Clients.  For a period of 24 months following the termination of your employment with Company, you will not, directly or indirectly,market, sell or provide, or attempt to market, sell or provide, to any Restricted Client any products or services of the type marketed, sold or provided by you (or your direct reports) on behalf of the Company at any time during any part of the 24 month period preceding the termination of your employment with Company.  The term “Restricted Client” means any individual or entity (i) for whom/which the Company sold or provided products or services; and (ii) with whom/which you, or a Company employee or agent acting under your direct supervision, had contact on behalf of the Company, or about whom/which you acquired non-public or proprietary information as a result of your employment by the Company, in the case of both (i) and (ii), above, during any part of the 24 month period preceding the termination of your employment with Company.

d. Post-Employment Non-Solicitation of Restricted Persons.  For a period of 24 months following the termination of your employment with Company, you will not, directly or indirectly,solicit any Restricted Person to provide services to or on behalf of a person or entity in a manner reasonably likely to pose a competitive threat to the Company.  The term “Restricted Person” means an employee of the Company at the time of the solicitation who is (i) a top-level employee of the Company, has special skills or knowledge important to the Company, or has skills that are difficult for the Company to replace; and (ii) is an employee with whom Employee had a working relationship or about whom Employee acquired or possessed specialized knowledge in connection with Employee’s employment with the Company, during the 24 month period preceding the termination of your employment with the Company.

17. Non-Disparagement. You agree, other than with regard to employees in the good faith performance of your duties with the Company while employed by the Company, both during and for five (5) years after your employment with the Company terminates, not to knowingly disparage the Company or its officers, directors, employees or agents in any manner likely to be harmful to it or them or its or their business, business reputation or personal reputation. This paragraph shall not be violated by statements by you which are truthful, complete and made in good faith in response to legal process or governmental inquiry or as allowed by applicable law. You also agree that any breach of this non-disparagement provision by you shall be deemed a material breach of this agreement.

18. Entire Agreement. This agreement and the referenced documents and agreements constitute the entire agreement between you and Modine with respect to the subject matter hereof and supersede any and all prior or contemporaneous oral or written representations, understandings, agreements or communications between you and Modine concerning those subject matters.

19. Eligibility to Work in the United States. In order for Modine to comply with United States law, we ask that on your Employment Start Date you bring to Modine appropriate documentation to verify your authorization to work in the United States. Modine may not employ anyone who cannot provide documentation showing that they are legally authorized to work in the United States.

20. IRC 409A. This agreement is intended to comply with or be exempt from the provisions of Section 409A of the Internal Revenue Code (the “Code”) and shall be interpreted and administered accordingly. If any provision or term of this Agreement would be prohibited by or inconsistent with the requirements of Section 409A of the Code, then such provision or term shall be deemed to be reformed to comply with Section 409A of the Code.  Each severance payment shall be treated as a separate and distinct “payment” for purposes of Code Section 409A. Accordingly, any such payments that would otherwise be payable (i) within 2-½ months after the end of Modine’s taxable year in which the right to payment is no longer subject to a substantial risk of forfeiture, or (ii) within 2-½ months after your taxable year in which the right to payment is no longer subject to a substantial risk of forfeiture, whichever occurs later (the “Short Term Deferral Period”), are exempt from Code Section 409A. Furthermore, any such payments paid after the Short-Term Deferral Period which meet the conditions for the severance pay exception under Section 409A shall also be exempt from Section 409A.   A termination of employment shall not be deemed to have occurred for purposes of any provision of this letter agreement providing for the payment of any amounts or benefits upon or following a termination of employment that areconsidered “nonqualified deferred compensation” under Section 409A of the Code unless such termination is also a “separation from service” within the meaning of Section 409A of the Code and, for purposes of any such provision of this letter agreement, references to a “termination,” “termination of employment” or like terms shall mean “separation from service.” If you are deemed on the date of termination to be a “specified employee” within the meaning of that term under Section 409A(a)(2)(B) of the Code, then with regard to any payment that is considered non-qualified deferred compensation under Section 409A of the Code payable on account of a “separation from service,” such payment or benefit shall be made or provided at the date which is the earlier of (A) the date that is immediately following the expiration of the six (6)-month period measured from the date of such “separation from service” of you, and (B) the date of your death (the “Delay Period”). Upon the expiration of the Delay Period, all payments and benefits delayed pursuant to this paragraph (whether they would have otherwise been payable in a single sum or in installments in the absence of such delay) shall be paid or reimbursed to you in a lump sum, and any remaining payments and benefits due under this letter agreement shall be paid or provided in accordance with the normal payment dates specified for them herein.  Further, any reimbursements to be provided by the Company pursuant to this agreement shall be paid to you pursuant to the applicable Company reimbursement policy, but in no event later than the calendar year following the calendar year in which you incur the expense.

21. Background Check. You represent that all information provided by you to Modine or its agents with regard to your background is true and correct.

22. Pre-Employment Drug Screen.  Please be aware that this offer is contingent upon your ability  to successfully complete a pre-employment drug screen. The drug screen will be scheduled following your acceptance of our offer.

23. Choice of Law, Jurisdiction, Venue. This letter and all disputes arising hereunder or relating hereto shall be governed by the internal laws of the state of Wisconsin, without regard to its conflict of laws principles. EACH OF THE PARTIES HERETO (A) SUBMITS TO THE JURISDICTION OF THE STATE COURTS LOCATED IN THE COUNTY OF RACINE, WISCONSIN, U.S.A., OR THE U.S. FEDERAL DISTRICT COURT FOR THE EASTERN DISTRICT OF WISCONSIN WITH RESPECT TO ANY LEGAL ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER; (B) AGREES THAT ANY CLAIMS WITH RESPECT TO SUCH ACTION OR PROCEEDING SHALL BE HEARD OR DETERMINED ONLY IN SUCH COURT; (C) AGREES NOT TO BRING ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS LETTER IN ANY OTHER COURT UNLESS OR UNTIL SUCH COURT HAS FINALLY REFUSED TO EXERCISE JURISDICTION; AND (D) WAIVES ANY DEFENSE OF INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING SO BROUGHT.

24. Notices. All notices and other communications under this letter shall be in writing and shall be given by hand delivery to the other party or by registered or certified mail, return receipt requested, postage prepaid, addressed as follows:

If to Brinker:

Neil Brinker

[address]

If to Modine:

Modine Manufacturing Company

1500 DeKoven Avenue

Racine, WI 53403

Attn: Sylvia Stein – General Counsel

25. Consistency with Applicable Law.  You acknowledge and agree that nothing in this agreement prohibits you from reporting possible violations of law to any governmental agency, regulatory body or entity, from making other disclosures that are protected under any law or regulation, or from filing a charge with or participating in any investigation or proceeding conducted by a governmental agency or regulatory body.  You do not need the prior authorization of the Company’s legal department to make any such reports or disclosures and you are not required to notify the Company that you have made such reports or disclosures; however, the Company encourages you to do so.

26. Severability.  The obligations imposed by, and the provisions of, this agreement are severable and should be construed independently of each other.  If any court of competent jurisdiction determines that any provision of this agreement is invalid or unenforceable, then such invalidity or unenforceability shall have no effect on the other provisions hereof, which shall remain valid, binding and enforceable and in full force and effect, and such invalid or unenforceable provision shall not affect the validity of any other provision.

We look forward to your joining Modine. Please indicate your acceptance of this offer by signing where indicated below and returning an executed copy of this offer to me at your earliest convenience.

Sincerely,

/s/ Marsha Williams

Modine Manufacturing Company

Marsha Williams - Chairperson

I accept this offer of employment with Modine Manufacturing Company and agree to the terms and conditions outlined in this letter.

/s/ Neil Brinker	20 November 2020
Neil Brinker	Date

Enclosures

Cc: HR file

Exhibit A – Make Whole Equity Awards

Outlined below are details related to the Make Whole equity awards Modine agrees to provide upon the commencement of employment.

Valuation of Unvested/Forfeited Equity:  To determine the value of unvested/forfeited equity, Modine will use the average closing share price of the prior employer for the 20 trading days preceding the Effective Date.  The value of the unvested/forfeited prior employer equity will then be translated into like kind an equivalent value of Modine restricted stock units (RSUs) or Performance Cash with the number of RSUs determined by the average closing Modine share price for the 20 trading days preceding the Effective Date and, for Performance Cash, the dollar value equivalent.

Make Whole RSU Grants: Upon the Employment Start Date, Modine will make four (4) equity awards, granting Modine RSUs in equivalent value and vesting schedules to the prior employer’s unvested and forfeited 2018, 2019, and 2020 RSU grants.

● A Modine RSU grant with equivalent value to replace the prior employer’s unvested RSUs granted on 6/18/18, that will vest fully on 6/18/21.

● A Modine RSU grant with equivalent value to replace the prior employer’s unvested RSUs granted on 2/22/19, with 50% vesting on 2/22/21 and 50% vesting on 2/22/22.

● A Modine RSU grant with equivalent value to replace the prior employer’s unvested RSUs granted on 3/3/20, with 33% vesting on 3/3/21, 33% vesting on 3/3/22, and 33% vesting on 3/3/23.

● A Modine RSU grant with equivalent value to replace the prior employer’s unvested RSUs granted on 5/3/2020, with 33% vesting on 5/3/2021, 33% vesting on 5/3/2022, and 33% vesting on 5/3/2023.

Vesting shall be contingent on your continued employment with Modine and all other terms and conditions of the Make Whole RSU Grants shall follow the standard Modine RSU form of award agreement used for RSU grants under the 2020 ICP, with the only differences being the vesting dates.

Make Whole Performance Cash Grants:Upon the Employment Start Date, Modine will make a Performance Cash award in equivalent target value to the forfeited target value of the 2020 performance share unit grants granted to you by your prior employer.  This Performance Cash Award will be subject to the current (FY21-23) Modine Performance Cash award terms and provisions approved by the Committee, including performance period, financial metrics and a maximum 200% of target performance opportunity.

EX-99.1

Exhibit 99.1

	NEWS RELEASE
FOR IMMEDIATE RELEASE

Modine Names Neil D. Brinker as President and Chief Executive Officer

Mr. Brinker brings 20 years of experience leading global operations and driving growth across numerous industrial markets

Racine, WI – November 30, 2020 – Modine Manufacturing Company (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced that its Board of Directors has appointed Neil D. Brinker as the Company’s President and Chief Executive Officer and a member of its Board of Directors, effective December 1, 2020.

“We are very excited to name Neil as our next President and CEO,” said Marsha Williams, Chairperson of Modine’s Board of Directors. “Neil is a proven leader with strong global public company experience across multiple industries. In particular, Neil’s commitment to operational excellence and his diverse experience, along with success executing profitable growth strategies provide him with the skills needed to drive Modine’s transformation to a diversified industrial company.  We look forward to welcoming Neil to our team.”

Ms. Williams concluded, “The Board would also like to thank Mick Lucareli for his tremendous leadership as our Interim President and Chief Executive Officer.  Mick has been with Modine for over 20 years and will be a great resource for Neil.  Mick will continue as Modine’s Chief Financial Officer.”

Mr. Brinker added, “Modine has a long history of providing technical leadership and innovation in thermal management.  The need for sophisticated thermal solutions is accelerating every day, and Modine has the reputation, intellectual knowhow, and talent to become more growth focused in this rapidly transforming world.  I am looking forward to leading this team and accelerating our momentum, as we fully transform into a more diversified thermal management solutions provider.”

Mr. Brinker was previously President and Chief Operating Officer of Advanced Energy Industries, Inc. (NASDAQ: AEIS) since May of 2020, and joined AE in June of 2018 as its Executive Vice President & Chief Operating Officer, where he led global sales, marketing, engineering and operations for the Company’s semiconductor, telecom and networking, data center, industrial, and medical markets. He oversaw a global team of 12,000 employees and led the consolidation of the Company’s global operations to identify and capture organizational synergies. Mr. Brinker brings to Modine extensive transactional experience leading M&A integration at AE and doubling inorganic revenue while divesting non-core assets. Mr. Brinker also has a passion for continuous improvement and process standardization, which will fit well with Modine’s inorganic and organic growth strategy.

1

Before joining AE, Mr. Brinker served as a Group President at IDEX Corporation (NYSE: IEX) from July 2015 to June 2018.  Previously, he held 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.

Mr. Brinker holds a Bachelor of Science in Mechanical Engineering from Michigan State University, a Master of Engineering from the University of Michigan, and a Master of Business Administration from Eastern Michigan University.

About Modine

Modine, with fiscal 2020 revenues of $2.0 billion, specializes in thermal management systems and components, bringing highly engineered heating and cooling components, original equipment products, and systems to diversified global markets through its four complementary segments: CIS; BHVAC; HDE; and Automotive. Modine is a global company headquartered in Racine, Wisconsin (USA), with operations in North America, South America, Europe and Asia. For more information about Modine, visit www.modine.com.

Forward-Looking Statements

This press release contains statements, including information about future financial performance and market conditions, accompanied by phrases such as “believes,” “estimates,” “expects,” “plans,” “anticipates,” “intends,” and other similar “forward-looking” statements, as defined in the Private Securities Litigation Reform Act of 1995. Modine’s actual results, performance or achievements may differ materially from those expressed or implied in these statements because of certain risks and uncertainties, including, but not limited to those described under “Risk Factors” in Item 1A of Part I of the Company’s Annual Report on Form 10-K for the year ended March 31, 2020 and under Forward-Looking Statements in Item 7 of Part II of that same report and in the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30, 2020 and September 30, 2020. Other risks and uncertainties include, but are not limited to, the following: the impact of the COVID-19 pandemic on the national and global economy, our business, suppliers, customers, and employees; the overall health and price-down focus of Modine’s customers; our ability to successfully execute our strategic and operational plans, including our ability to successfully complete the pending sale of our liquid-cooled automotive business, including the receipt of governmental and third-party approvals and satisfaction of other closing conditions, and our ability to successfully exit our other automotive businesses; our ability to effectively and efficiently reduce our cost structure in response to sales volume declines and complete restructuring activities and realize benefits thereon; our ability to comply with the financial covenants in our credit agreements and to fund our global liquidity requirements efficiently, particularly in light of the volatility and negative impacts to the financial markets resulting from COVID-19; operational inefficiencies as a result of program launches, unexpected volume increases, product transfers, and delays or inefficiencies resulting from restrictions imposed in response to the COVID-19 pandemic; economic, social and political conditions, changes and challenges in the markets where Modine operates and competes, including foreign currency exchange rate fluctuations, tariffs (and potential trade war impacts resulting from tariffs or retaliatory actions), inflation, changes in interest rates or tightening of the credit markets, recession, restrictions associated with importing and exporting and foreign ownership, public health crises, and the general uncertainties about the impact of regulatory and/or policy changes, including those related to tax and trade, the COVID-19 pandemic and other matters, that have been or may be implemented in the U.S. or abroad, and continuing uncertainty regarding the impacts of “Brexit”; the impact on Modine of any significant increases in commodity prices, particularly aluminum, copper, steel and stainless steel (nickel) and other purchased components, and our ability to adjust product pricing in response to any such increases; the nature of and Modine’s significant exposure to the vehicular industry and the dependence of this industry on the health of the economy; the concentration of sales within our CIS segment attributed to one customer; Modine’s ability to recruit and maintain talent in managerial, leadership, and administrative functions; Modine’s ability to protect its proprietary information and intellectual property from theft or attack; the impact of any substantial disruption or material breach of our information technology systems; costs and other effects of environmental investigation, remediation or litigation; and other risks and uncertainties identified by the Company in public filings with the U.S. Securities and Exchange Commission.  Forward-looking statements are as of the date of this release, and the Company does not assume any obligation to update any forward-looking statements.

SOURCE: Modine Manufacturing Company

Investor & Media Contact

Kathleen Powers

(262) 636-1687

kathleen.t.powers@modine.com

2

XML

Document and Entity Information	Nov. 30, 2020
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 30, 2020
Entity Registrant Name	Modine Manufacturing Company
Entity Incorporation, State or Country Code	WI
Entity File Number	001-01373
Entity Tax Identification Number	39-0482000
Entity Address, Address Line One	1500 DeKoven Avenue
Entity Address, City or Town	Racine
Entity Address, State or Province	WI
Entity Address, Postal Zip Code	53403
City Area Code	262
Local Phone Number	636-1200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Entity Central Index Key	0000067347
Title of 12(b) Security	Common Stock, $0.625 par value
Trading Symbol	MOD
Security Exchange Name	NYSE