Modine Manufacturing Company filed a Form 8-K on October 27, 2026, disclosing changes approved on October 21 and 22, 2026, to severance arrangements for its chief executive officer, chief financial officer, and general counsel, including the adoption of a new Executive Severance Plan and amendments to equity award agreements.

Key Highlights

  • New Executive Severance Plan adopted: The Human Capital and Compensation Committee adopted the Modine Manufacturing Company Executive Severance Plan on October 21, 2026, replacing the prior Supplemental Severance Plan, which was simultaneously terminated.
  • Lucareli severance multiples: Michael B. Lucareli, Executive Vice President and CFO, is entitled to a 1.5x regular severance multiple and a 2.5x Change in Control severance multiple under the new plan.
  • Roth severance multiples: Erin J. Roth, Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer, receives a 1.0x regular multiple and a 2.0x Change in Control multiple.
  • Brinker regular severance increased: CEO Neil D. Brinker's offer letter was amended to provide cash severance equal to two times the sum of his base salary and target annual bonus upon a qualifying termination outside a Change in Control.
  • Brinker Change in Control severance set at 3x: Under the amended Change in Control Agreement, Mr. Brinker would receive three times the sum of his base salary and the greater of his target annual bonus or his three-year average annual bonus upon a qualifying termination within 24 months of a Change in Control.
  • Good Reason definition expanded for Brinker: The amendment added a new condition, specifically that a requirement that he report to another officer rather than directly to the Board constitutes Good Reason.
  • Equity award agreements amended: Outstanding Performance Stock Award Agreements and Restricted Stock Unit Award Agreements held by Mr. Brinker and other named executive officers were amended, with new forms approved for future grants.

Modine Restructures Executive Severance and Equity Terms Across Leadership Team

According to the filing, the changes were approved by the Human Capital and Compensation Committee and the full Board of Directors following a review by the Committee's independent compensation consultant. The stated purpose, as described in the filing, was "to align the Company's severance arrangements with participants with current market standards." The new Executive Severance Plan covers qualifying terminations defined as involuntary termination other than for Cause or a voluntary termination for Good Reason, each as defined in the plan. Benefits under the plan are conditioned on timely execution and non-revocation of a release of claims.

For Lucareli, regular cash severance equals the applicable multiple times the sum of his annual base salary and target annual bonus. He is also entitled to a prorated annual bonus based on actual performance and, if he elects COBRA coverage, Company-paid premiums for up to 18 months. For Roth, the COBRA premium coverage period is up to 12 months under the regular severance provisions. In connection with the new plan, the Company and Mr. Lucareli entered into a Termination Agreement on October 21, 2026, terminating his prior Change in Control and Termination Agreement dated May 28, 2008, as amended June 10, 2011.

For CEO Brinker, who was not a participant in the former Supplemental Severance Plan and was not designated under the new Executive Severance Plan, the Board approved separate amendments to his existing offer letter and Change in Control Agreement on October 22, 2026. His COBRA benefit under the Change in Control scenario includes Company-paid premiums for 18 months followed by equivalent monthly cash payments for an additional 18 months. The filing also disclosed that on October 27, 2026, the Committee and Board approved amendments to outstanding Restricted Stock Unit Award Agreements for Mr. Brinker and other named executive officers, along with a new form of RSU agreement for future executive grants.

What Was Disclosed

Modine Manufacturing Company (NYSE:MOD) disclosed the adoption of a new Executive Severance Plan, termination of a prior plan and a prior Change in Control agreement for the CFO, amendments to the CEO's offer letter and Change in Control agreement, and amendments to outstanding equity award agreements for named executive officers.