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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): February 26, 2025
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 |
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53403 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: |
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(262) 636-1200 |
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(Former name or former address, if changed since last report.) |
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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
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, $0.625 par value |
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MOD |
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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 (§230.405 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 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Effective February 26, 2025, Adrian I. Peace will no longer serve in the role of President, Performance Technologies for Modine Manufacturing Company (the “Company”) and will terminate employment with the Company on September 30, 2025. The Company intends to launch a search process for Mr. Peace’s successor. In the interim, the Company’s President and Chief Executive Officer, Neil Brinker, will lead the Company’s Performance Technologies segment.
The information in this section is being provided to set forth the material terms of the Company’s separation arrangement with Mr. Peace, which was definitively determined as of February 26, 2025. The Company has determined that Mr. Peace will be eligible to receive severance payments and benefits in accordance with the non-cause termination provisions of the Company’s Supplemental Severance Plan, which includes:
| ● | 52 weeks of severance pay, paid on a bi-weekly basis at the same rate as his annual base salary at the time of his termination (and subject to applicable wage and tax deductions). |
| ● | 12 months of Company-funded COBRA premiums. |
In addition to the benefits under the Company’s Supplemental Severance Plan, the Company has agreed to pay Mr. Peace the following benefits pursuant to a Separation Letter Agreement between the Company and Mr. Peace:
| ● | Mr. Peace will be placed on paid leave from the period February 26, 2025 through September 30, 2025 and will receive salary and benefits during that period. |
| ● | A lump-sum cash payment equivalent to any earned fiscal year 2025 Management Incentive Plan (“FY25 MIP”) payment that he would have received had his employment remained active through the date such FY25 MIP payments are made to other FY25 MIP participants (if and to the extent payment performance criteria are certified by the Human Capital and Compensation (“HCC”) Committee in the ordinary course). |
| ● | Continued vesting of Mr. Peace’s unvested Restricted Stock Units granted under the Company’s fiscal year 2023, 2024 and 2025 LTIP programs and any unvested stock options during the leave period, and accelerated vesting of such awards at the end of the leave period. |
| ● | Continued vesting of Mr. Peace’s Performance Cash Award under the fiscal 2023 – 2025 LTIP, to be paid out on the regular vesting schedule (if and to the extent payment performance criteria are certified by the HCC Committee in the ordinary course); and continued vesting of Mr. Peace’s Performance Stock Awards under the fiscal 2024 – 2026 LTIP and fiscal 2025 – 2027 LTIP to be paid out on their normal vesting schedules (if and to the extent performance criteria are certified by the HCC Committee in the ordinary course), with the fiscal 2025 – 2027 Performance Stock Award pro-rated based on the period worked between grant and September 30, 2025. |
The benefits described above are subject to his execution and non-revocation of a general release of claims against the Company. The foregoing description of the Separation Letter Agreement between the Company and Mr. Peace is qualified in its entirety by the terms of the agreement, a copy of which will be filed as an exhibit to the Company’s Form 10-K for the year ending March 31, 2025.
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Item 8.01Other Events.
On February 26, 2025, the Company issued a press release announcing Mr. Peace’s separation from employment with the Company as described in Item 5.02 above. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) |
Exhibits |
The following exhibit is being furnished herewith:
99.1 |
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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 |
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By: |
/s/ Neil D. Brinker |
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Neil D. Brinker |
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President and Chief Executive Officer |
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Date: February 27, 2025 |
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Exhibit 99.1
NEWS RELEASE
FOR IMMEDIATE RELEASE
Modine Announces Performance Technologies Segment Leadership Change
Leveraging 80/20 processes to accelerate transformation of Performance Technologies segment; long-term strategy remains on track
Racine, WI – February 26, 2025 – Modine (NYSE: MOD), a diversified global leader in thermal management technology and solutions, today announced that Adrian I. Peace, President, Performance Technologies, will no longer serve in this role and will terminate employment with the company effective September 30, 2025. Neil D. Brinker, Modine’s President and Chief Executive Officer, will assume leadership of the segment on an interim basis.
“I would like to thank Adrian for his leadership and service to Modine,” said Mr. Brinker. “Our strategy to reposition the Performance Technologies segment towards a higher growth, higher margin mix of business by leveraging our 80/20 discipline remains on track. The business segment has a deep and experienced leadership team and I look forward to working closely with them as we continue to execute our strategic plans. Performance Technologies remains on track to deliver strong financial results, including our financial goal of achieving 15% to 18% adjusted EBITDA margins over the next two years.”
Modine plans to initiate a comprehensive search for Mr. Peace’s successor.
About Modine
At Modine, we are Engineering a Cleaner, Healthier World™. Building on more than 100 years of excellence in thermal management, we provide trusted systems and solutions that improve air quality and conserve natural resources. More than 11,000 employees are at work in every corner of the globe, delivering the solutions our customers need, where they need them. Our Climate Solutions and Performance Technologies segments support our purpose by improving air quality, reducing energy and water consumption, lowering harmful emissions and enabling cleaner running vehicles and environmentally friendly refrigerants. Modine is a global company headquartered in Racine, Wisconsin (U.S.), 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,” “projects,” 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, 2024 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, 2024, September 30, 2024, and December 31, 2024.
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Other risks and uncertainties include, but are not limited to, the following: the impact of potential adverse developments or disruptions in the global economy and financial markets, including impacts related to inflation, energy costs, government incentive or funding programs, supply chain challenges or supplier constraints, logistical disruptions, tariffs, sanctions and other trade issues or cross-border trade restrictions; the impact of other economic, social and political conditions, changes and challenges in the markets where we operate and compete, including foreign currency exchange rate fluctuations, changes in interest rates, tightening of the credit markets, recession or recovery therefrom, restrictions associated with importing and exporting and foreign ownership, public health crises, and the general uncertainties, including the impact on demand for our products and the markets we serve from regulatory and/or policy changes that have been or may be implemented in the U.S. or abroad, including those related to tax and trade, climate change, public health threats, and military conflicts, including the conflicts in Ukraine and in the Middle East and tensions in the Red Sea; the overall health and pricing focus of our customers; changes or threats to the market growth prospects for our customers; our ability to successfully realize anticipated benefits, including improved profit margins and cash flow, from our strategic initiatives and our application of 80/20 principles across our businesses; our ability to be at the forefront of technological advances and the impacts of any changes in the adoption rate of technologies that we expect to drive sales growth; our ability to accelerate growth organically and through acquisitions and successfully integrate acquired businesses; our ability to effectively and efficiently manage our operations in response to sales volume changes, including maintaining adequate production capacity to meet demand in our growing businesses while also completing restructuring activities and realizing benefits thereof; our ability to fund our global liquidity requirements efficiently and comply with the financial covenants in our credit agreements; operational inefficiencies as a result of product or program launches, unexpected volume increases or decreases, product transfers and warranty claims; the impact on Modine of any significant increases in commodity prices, particularly aluminum, copper, steel and stainless steel (nickel) and other purchased components and related costs, and our ability to adjust product pricing in response to any such increases; our ability to recruit and maintain talent in managerial, leadership, operational and administrative functions and to mitigate increased labor costs; our ability to protect our proprietary information and intellectual property from theft or attack; the impact of any substantial disruption or material breach of our information technology (“IT”) systems; the impact of a material weakness identified in our internal controls related to IT system access in Europe on our financial reporting process; costs and other effects of environmental investigation, remediation or litigation and the increasing emphasis on environmental, social and corporate governance matters; our ability to realize the benefits of deferred tax assets; and other risks and uncertainties identified in our public filings with the U.S. Securities and Exchange Commission. Forward-looking statements are as of the date of this press release, and we do not assume any obligation to update any forward-looking statements.
SOURCE: Modine
Kathleen Powers
(262) 636-1687
kathleen.t.powers@modine.com
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