We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
Modine Manufacturing Co | NYSE:MOD | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
-0.04 | -0.04% | 94.11 | 97.9188 | 94.04 | 96.58 | 493,194 | 23:09:27 |
☐ | Preliminary Proxy Statement |
☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
☑ | Definitive Proxy Statement |
☐ | Definitive Additional Materials |
☐ | Soliciting Material Pursuant to Section 240.14a-2 |
☑ | No fee required. |
☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11 |
(1) | Title of each class of securities to which transaction applies: |
(2) | Aggregate number of securities to which transaction applies: |
(3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): |
(4) | Proposed maximum aggregate value of transaction: |
(5) | Total fee paid: |
☐ | Fee paid previously with preliminary materials. |
☐ | Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
(1) | Amount Previously Paid: |
(2) | Form, Schedule or Registration Statement No.: |
(3) | Filing Party: |
(4) | Date Filed: |
Date:
|
Thursday, July 19, 2018
|
|
Time:
|
8:00 a.m.
|
|
Place:
|
The Milwaukee Marriott Downtown
323 East Wisconsin Avenue
Milwaukee, Wisconsin 53202
|
|
Record Date:
|
May 25, 2018
|
1. |
Election of the Company-nominated slate of three directors for terms expiring in 2021;
|
2. |
Advisory approval of the Company’s named executive officer compensation;
|
3. |
Ratification of the appointment of the Company’s independent registered public accounting firm; and
|
4. |
Consideration of any other matters properly brought before the shareholders at the meeting.
|
By order of the Board of Directors,
|
|
Sylvia A. Stein
|
|
Vice President, General Counsel and
Corporate Secretary
|
|
June 19, 2018
|
1
|
|
8
|
|
13
|
|
15
|
|
17
|
|
30
|
|
TABLES
|
|
31
|
|
33
|
|
34
|
|
35
|
|
36
|
|
37
|
|
38
|
|
41
|
|
43
|
|
44 | |
44 | |
46
|
|
48
|
|
48
|
|
48
|
|
49
|
|
A-1
|
· |
Business operations leadership;
|
· |
Relevant industry experience;
|
· |
Global business experience;
|
· |
Financial expertise;
|
· |
Technological expertise;
|
· |
Corporate governance expertise;
|
· |
Financial markets experience; and
|
· |
Strategic planning and execution expertise, including mergers and acquisitions experience.
|
Board of
Directors
|
Business
Operations
Leadership
|
Relevant
Industry
Experience
|
Global
Business
Experience
|
Financial
Expertise
|
Technological
Expertise
|
Corporate
Governance
Expertise
|
Financial
Markets
Experience
|
Strategic
Planning
and
Execution
Expertise
|
|||||||
Mr. Burke
|
X
|
X
|
X
|
X
|
X
|
X
|
X
|
||||||||
Mr. Anderson
|
X
|
X
|
X
|
X
|
X
|
X
|
|||||||||
Mr. Bills
|
X
|
X
|
X
|
X
|
X
|
||||||||||
Mr. Cooley
|
X
|
X
|
X
|
X
|
X
|
||||||||||
Dr. Garimella
|
X
|
X
|
|||||||||||||
Mr. Moore
|
X
|
X
|
X
|
X
|
X
|
||||||||||
Mr. Patterson
|
X
|
X
|
X
|
X
|
X
|
||||||||||
Ms. Williams
|
X
|
X
|
X
|
X
|
X
|
||||||||||
Ms. Yan
|
X
|
X
|
X
|
X
|
X
|
Expertise
|
Discussion of Skills and Attributes
|
Business Operations
Leadership
|
Mr. Patterson gained his business operations leadership experience as President and Chief Executive Officer of Daimler Trucks North America LLC and brings extensive strategic sales and marketing experience to the Company’s Board.
|
Relevant Industry
Experience
|
Mr. Patterson has a significant understanding of commercial truck markets and the operations of a global commercial vehicle original equipment manufacturer (“OEM”).
|
Global Business
Experience
|
Mr. Patterson’s extensive executive and leadership experience, as described above, gives him valuable insight into the complexities, challenges and issues facing global manufacturing businesses.
|
Corporate Governance
Expertise
|
Mr. Patterson has significant corporate governance experience from his role as President and Chief Executive Officer of Daimler Trucks North America LLC. In addition, Mr. Patterson serves on the board of another public company.
|
Strategic Planning and
Execution Expertise
|
Through his many roles at Daimler Trucks North America LLC, and particularly in his position as President and Chief Executive Officer, Mr. Patterson obtained significant experience in establishing and executing on that entity’s short- and long-term strategic plans.
|
Expertise
|
Discussion of Skills and Attributes
|
Business Operations
Leadership
|
Ms. Yan gained her business operations experience as the leader of various business units within Stanley Black & Decker, Inc.
|
Relevant Industry
Experience
|
Ms. Yan has gained a significant understanding of the vehicular industry through her experience in various positions, including as President, with Stanley Engineered Fastening’s Global Automotive business.
|
Global Business
Experience
|
Ms. Yan’s experience as President of Asia, Stanley Black & Decker, Inc. and President of Stanley Engineered Fastening’s Global Automotive business and as General Manager of China Operations for Emhart Teknologies has provided Ms. Yan with significant insight into international business and, in particular, business in China.
|
Technological
Expertise
|
Ms. Yan’s engineering background and past and current positions at Stanley Black & Decker, Inc. have provided her with significant exposure to and experience with technologically sophisticated business operations.
|
Strategic Planning and
Execution Expertise
|
Ms. Yan has acquired substantial expertise in strategic planning as the leader of numerous significant business units within Stanley Black & Decker, Inc.
|
Expertise
|
Discussion of Skills and Attributes
|
Business Operations
Leadership
|
Mr. Anderson acquired his business operations leadership experience as President and CEO of Sauer-Danfoss Inc., where he gained his significant understanding of successful leadership of a growing, global, high-technology, industrial company.
|
Relevant Industry
Experience
|
Sauer-Danfoss Inc., a company at which Mr. Anderson spent 25 years of his career, develops, manufactures and markets advanced systems for the distribution and control of power in mobile equipment. Over the course of his career with Sauer-Danfoss Inc., Mr. Anderson became thoroughly familiar with the market for products to industrial OEMs.
|
Global Business
Experience
|
Mr. Anderson has significant global business experience having led the post-merger integration of Sauer-Sundstrand and Danfoss Fluid Power into its end state of 26 manufacturing sites in 11 countries with over $2 billion in revenue.
|
Financial Expertise
|
Mr. Anderson has gained significant financial expertise through his role as President and Chief Executive Officer of Sauer-Danfoss Inc., as a graduate of the Harvard Advanced Management Program, and as Board Chairman of MTS Systems Corporation.
|
Corporate Governance
Expertise
|
Mr. Anderson currently Chairs the board of MTS Systems Corporation, an international public company, and formerly served on the board of Sauer-Danfoss Inc. as a director and Vice Chairman, and Schnitzer Steel Industries as a director.
|
Strategic Planning and
Execution Expertise
|
Mr. Anderson’s strategic planning and execution expertise is a result of his years with Sauer-Danfoss Inc., both as President, Chief Executive Officer and Vice Chairman and in his prior roles. This experience included leading the successful post-merger integration of Sauer-Sundstrand and Danfoss Fluid Power.
|
Expertise
|
Discussion of Skills and Attributes
|
Business Operations
Leadership
|
Mr. Moore gained his business operations leadership experience, including experience in low-cost country sourcing and operational excellence, at United Technologies where he served as Senior Vice President, Module Centers & Operations of Pratt & Whitney, and at Cummins where he served in various operations management positions.
|
Relevant Industry
Experience
|
Mr. Moore has a deep understanding of the diesel engine markets for off-highway and commercial truck markets gained over his 23-year career in various positions with Volkswagen of America, Inc., General Motors Corporation and Ford Motor Company, as well as Cummins and Pratt & Whitney.
|
Global Business
Experience
|
Mr. Moore has extensive experience working with global industrial companies.
|
Technological
Expertise
|
Mr. Moore has acquired significant technological expertise through his roles in multiple technology-driven business enterprises.
|
Strategic Planning and
Execution Expertise
|
Through his affiliations with Pratt & Whitney, Cummins, Ford Motor Company and other global industrial companies, Mr. Moore has obtained significant experience in a variety of strategic planning and execution strategies.
|
Expertise
|
Discussion of Skills and Attributes
|
Global Business
Experience
|
Ms. Williams was an executive officer of Orbitz Worldwide, Inc. and is currently a director of several public companies with global operations. In these roles, Ms. Williams has accumulated extensive knowledge of global finance, capital management, internal controls and human resources.
|
Financial Expertise
|
As Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., and Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, Ms. Williams gained significant financial acumen relating to complex, global companies.
|
Corporate Governance
Expertise
|
Ms. Williams serves on the board of several public companies, and is the Chair of the Fifth Third Bancorp Board of Directors.
|
Financial Markets
Experience
|
As the former Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, and Lead Director of Fifth Third Bancorp, Ms. Williams has significant experience in the financial markets in which the Company competes for financing.
|
Strategic Planning and
Execution Expertise
|
Ms. Williams has engaged in all facets of strategic planning and execution, particularly through her roles with Orbitz Worldwide, Inc. and Equity Office Properties Trust.
|
Expertise
|
Discussion of Skills and Attributes
|
Business Operations
Leadership
|
Mr. Bills gained his business operations experience leading and managing business units during his tenure at DuPont.
|
Global Business
Experience
|
Mr. Bills’ experience at DuPont included leading business units, managing marketing and sales activities, and leading corporate strategy and M&A activity, all on a global basis. In addition, his responsibilities at McKinsey & Company, Inc. included assisting its clients in developing global strategies, including in the areas of growth, business development, and marketing and sales.
|
Technological Expertise
|
Through his engineering background and his roles with DuPont, Mr. Bills has acquired significant experience in application-based technology.
|
Financial Markets
Experience
|
Through his experience with DuPont and McKinsey & Company, Inc., Mr. Bills has gained expertise in growth and M&A financing opportunities in the financial markets in which the Company competes for financing.
|
Strategic Planning and
Execution Expertise
|
Mr. Bills’ primary function in his roles at both DuPont and McKinsey & Company, Inc. has been strategic planning. Mr. Bills brings a unique focus on strategy to the Board, as exhibited by the combination of his experience assisting numerous clients with their planning needs, leading multiple DuPont business units, and developing growth strategies at DuPont through both organic and M&A opportunities. Mr. Bills led DuPont’s M&A team and all related activities from 2011 until his retirement.
|
Thomas A. Burke
Age 61
|
Current Position:
|
President and Chief Executive Officer of the Company since 2008.
|
Director since 2008
|
Experience:
|
Mr. Burke joined Modine in May 2005 as Executive Vice President and subsequently served as Executive Vice President and Chief Operating Officer (July 2006 – March 2008). Prior to joining Modine, Mr. Burke worked for five years in various management positions with Visteon Corporation, a leading supplier of parts and systems to automotive manufacturers, including as Vice President of North American Operations (2002 – May 2005) and Vice President, European and South American Operations (2001 – 2002). Prior to working at Visteon Corporation, Mr. Burke worked in positions of increasing responsibility at Ford Motor Company.
|
Public Company Directorships:
|
USG Corporation
|
|
Specific Attributes and Skills for Mr. Burke:
|
|
Expertise
|
Discussion of Skills and Attributes
|
Business Operations
Leadership
|
Mr. Burke serves as President and Chief Executive Officer of the Company.
|
Relevant Industry
Experience
|
Mr. Burke has unique knowledge of the challenges, risks and opportunities facing a global supplier of thermal management products to global customers gained through his experience with the Company as well as at Visteon Corporation and Ford Motor Company. Mr. Burke’s membership on the Board and leadership of the Company’s Executive Council help to ensure that the Board is linked to the Company’s management and operations.
|
Global Business
Experience
|
Mr. Burke’s extensive operational and technical managerial experience at Ford Motor Company, Visteon Corporation and the Company provide him with significant insight and experience in the operations, challenges and complex issues facing global manufacturing businesses.
|
Financial
Expertise
|
Mr. Burke has gained significant financial expertise through his role as President and Chief Executive Officer of the Company, and as a director and member of the Audit Committee of USG Corporation.
|
Technological
Expertise
|
Mr. Burke has a strong background in and knowledge of thermal management technology.
|
Corporate Governance
Expertise
|
Mr. Burke has gained significant corporate governance experience in his role as President and Chief Executive Officer of the Company and as a director of USG Corporation.
|
Strategic Planning and
Execution Expertise
|
As President and Chief Executive Officer of the Company, Mr. Burke has played an integral role in the Company’s short- and long-term strategic planning processes.
|
Expertise
|
Discussion of Skills and Attributes
|
Global Business
Experience
|
Mr. Cooley served as Chief Financial Officer of The Lubrizol Corporation, a company with extensive operations throughout the world.
|
Financial Expertise
|
Mr. Cooley has substantial experience as Chief Financial Officer of The Lubrizol Corporation including extensive knowledge of complex accounting issues, capital management and internal controls.
|
Corporate Governance
Expertise
|
In his role as Chief Financial Officer of The Lubrizol Corporation, Mr. Cooley gained significant experience implementing effective corporate governance practices. In addition, Mr. Cooley serves on the board of another public company.
|
Financial Markets
Experience
|
As Chief Financial Officer of The Lubrizol Corporation, Mr. Cooley had significant experience in the financial markets in which the Company competes for financing.
|
Strategic Planning and
Execution Expertise
|
Mr. Cooley has been heavily engaged in strategic planning activities throughout his career, particularly through his numerous roles with The Lubrizol Corporation.
|
Name
|
Audit
|
ONC
|
Nominating
|
Technology
|
||||
David J. Anderson
|
X
|
X
|
X
|
|||||
David G. Bills
|
X
|
X
|
X
|
|||||
Thomas A. Burke
|
||||||||
Charles P. Cooley
|
Chair
|
X
|
X
|
|||||
Suresh V. Garimella
|
X
|
X
|
Chair
|
|||||
Larry O. Moore
|
X
|
X
|
X
|
|||||
Christopher W. Patterson
|
X
|
Chair
|
X
|
|||||
Marsha C. Williams
|
Chair
|
|||||||
Christine Y. Yan
|
X
|
X
|
X
|
|||||
Total Number of Meetings
|
8
|
4
|
3
|
2
|
Name and Address of Owner (1)
|
Number of Shares
Owned and
|
Percent of Class
|
||||||
Dimensional Fund Advisors LP (2)
|
4,059,387
|
8.04
|
||||||
Building One
|
||||||||
6300 Bee Cave Road
|
||||||||
Austin, Texas, 78746
|
||||||||
The Vanguard Group (3)
|
4,039,370
|
8.00
|
||||||
100 Vanguard Blvd.
|
||||||||
Malvern, PA 19355
|
||||||||
Frontier Capital Management Co. LLC (4)
|
4,029,123
|
7.98
|
||||||
99 Summer Street
|
||||||||
Boston, MA 02110
|
||||||||
BlackRock, Inc. (5)
|
3,764,008
|
7.45
|
||||||
40 East 52nd St.
|
||||||||
New York, NY 10022
|
||||||||
Mario J. Gabelli and affiliates (6)
|
2,934,391
|
5.81
|
||||||
One Corporate Center
|
||||||||
Rye, New York 10580-1435
|
(1) |
The number of shares is as of the date the shareholder reported the holdings in filings under the Exchange Act, unless more recent information was provided. The above beneficial ownership information is based on information furnished by the specified persons and is determined in accordance with Exchange Act Rule 13d-3, and other facts known to the Company.
|
(2) |
Based on Amendment No. 2 to Schedule 13G filed under the Exchange Act on February 9, 2018, Dimensional Fund Advisors LP (“DFA”) has the sole power to vote or direct the vote of 3,875,186 shares and the sole power to dispose or direct the disposition of 4,059,387 shares. DFA is a registered investment adviser to four mutual funds and serves as investment manager or sub-adviser to various other clients (the “Funds”). In these roles, DFA or its subsidiaries (together, “Dimensional”) may possess voting and/or investment power over securities of the Company that are owned by the Funds, and it may be deemed to be the beneficial owner over such shares. Dimensional disclaims beneficial ownership of such securities.
|
(3) |
Based on Amendment No. 4 to Schedule 13G filed under the Exchange Act on February 9, 2018, The Vanguard Group (“Vanguard”) has the sole power to vote 55,795 shares, shared power to vote 13,300 shares, the sole power to dispose or direct the disposition of 3,974,975 shares, and shared power to dispose or direct the disposition of 64,395 shares. Vanguard Fiduciary Trust Company and Vanguard Australia, Ltd., each a wholly owned subsidiary of Vanguard, are beneficial owners of 51,095 shares and 18,000 shares, respectively, as a result of serving as investment managers to their respective clients.
|
(4) |
Based on Amendment No. 4 to Schedule 13G filed under the Exchange Act on February 7, 2018, Frontier Capital Management Co., LLC has the sole power to vote or direct the vote of 1,768,692 shares and the sole power to dispose or direct the disposition of 4,029,123 shares.
|
(5) |
Based on Amendment No. 5 to Schedule 13G filed under the Exchange Act on January 25, 2018, BlackRock, Inc. and certain subsidiaries of BlackRock, Inc. have the sole power to vote or direct the vote of 3,633,355 shares and the sole power to dispose or direct the disposition of 3,764,008 shares.
|
(6) |
Based on Amendment No. 37 to Schedule 13D filed under the Exchange Act on February 14, 2017, each reporting person included in the Schedule 13D has the sole power to vote or direct the vote of or the sole power to dispose or direct the disposition of the reported shares as follows: (i) Gabelli Funds, LLC has sole power to vote or direct the vote of or the sole power to dispose or direct the disposition of 1,054,000 shares; GAMCO Asset Management Inc. (“GAMCO”) has sole power to vote or direct the vote of 1,514,291 shares and the sole power to dispose or direct the disposition of 1,683,791 shares; and Teton Advisors, Inc., has sole power to vote or direct the vote and the independent power to dispose or direct the disposition of 196,600 shares. The other reporting persons listed in Amendment No. 37, which are GGCP, Inc., GAMCO Investors, Inc., Associated Capital Group, Inc. and Mario J. Gabelli have no sole or shared power to vote or direct the vote of or the sole or shared power to dispose or direct the disposition of any shares. The reporting persons listed in Amendment No. 37 are affiliates of one another.
|
· |
Each director, director-nominee and “named executive officer” (as described below under
Compensation Discussion and Analysis
); and
|
· |
all directors and executive officers of the Company as a group.
|
Name
|
Direct
Ownership
|
Options
Exercisable
within 60 days of
May 25, 2018
|
Held in
401(k)
Retirement
Plan
|
Restricted
Shares /
Units (Not
Vested)
|
Total (1)
|
Percent
of
Class
|
||||||||||||||||||
David J. Anderson
|
49,759
|
-
|
NA
|
-
|
49,759
|
*
|
||||||||||||||||||
David G. Bills
|
25,818
|
-
|
NA
|
-
|
25,818
|
*
|
||||||||||||||||||
Charles P. Cooley
|
64,219
|
-
|
NA
|
-
|
64,219
|
*
|
||||||||||||||||||
Suresh V. Garimella
|
47,214
|
-
|
NA
|
-
|
47,214
|
*
|
||||||||||||||||||
Larry O. Moore
|
45,659
|
-
|
NA
|
-
|
45,659
|
*
|
||||||||||||||||||
Christopher W. Patterson
|
55,759
|
-
|
NA
|
-
|
55,759
|
*
|
||||||||||||||||||
Marsha C. Williams
|
84,541
|
-
|
NA
|
-
|
84,541
|
*
|
||||||||||||||||||
Christine Y. Yan
|
31,549
|
-
|
NA
|
-
|
31,549
|
*
|
||||||||||||||||||
Thomas A. Burke
|
278,810
|
440,366
|
8,165
|
175,339
|
902,680
|
1.79
|
||||||||||||||||||
Michael B. Lucareli
|
70,992
|
65,679
|
971
|
48,855
|
186,497
|
*
|
||||||||||||||||||
Thomas F. Marry
|
145,432
|
109,392
|
937
|
70,299
|
326,060
|
*
|
||||||||||||||||||
Holger Schwab
|
17,021
|
-
|
NA
|
-
|
17,021
|
*
|
||||||||||||||||||
Dennis P. Appel
|
5,109
|
2,638
|
-
|
17,258
|
25,005
|
*
|
||||||||||||||||||
All directors and executive officers as a group (20 persons)
|
1,100,892
|
734,031
|
18,893
|
410,502
|
2,264,318
|
4.48
|
(1) |
Includes shares of common stock that are issuable upon the exercise of stock options exercisable within 60 days of May 25, 2018, and restricted stock units. Such information is not necessarily to be construed as an admission of beneficial ownership.
|
Name
|
Fees Paid
in Cash
($)(1)
|
Stock Awards
($)(2)(3)
|
Change in
Pension
Value ($)(4)
|
Total
|
||||||||||||
David J. Anderson
|
80,000
|
119,989
|
NA
|
199,989
|
||||||||||||
David G. Bills
|
80,000
|
119,989
|
NA
|
199,989
|
||||||||||||
Charles P. Cooley
|
95,000
|
119,989
|
NA
|
214,989
|
||||||||||||
Suresh V. Garimella
|
87,500
|
119,989
|
NA
|
207,489
|
||||||||||||
Larry O. Moore
|
80,000
|
119,989
|
NA
|
199,989
|
||||||||||||
Christopher W. Patterson
|
90,000
|
119,989
|
NA
|
209,989
|
||||||||||||
Marsha C. Williams
|
90,000
|
219,977
|
20
|
309,997
|
||||||||||||
Christine Y. Yan
|
80,000
|
119,989
|
NA
|
199,989
|
(1) |
These amounts include amounts deferred at the director’s election into the Modine Manufacturing Company Directors Deferred Compensation Plan.
|
(2) |
In July 2017, all of the independent directors, other than Ms. Williams, were granted 7,079 shares of unrestricted stock or restricted stock units. As explained above, the Company granted 12,978 shares of unrestricted stock to Ms. Williams at the same time. None of the directors included in the table above held any unvested stock awards as of the end of fiscal 2018.
|
(3) |
Represents the aggregate grant date fair value of stock grants computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. The assumptions used to determine the value of the awards are discussed in Note
4 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2018.
|
(4) |
Represents the change in pension value between the end of fiscal 2017 and the end of fiscal 2018 under the Modine Manufacturing Company Director Emeritus Retirement Plan. The change in pension value is solely a result of the change in the interest rate used to calculate the present value of the pension benefit under the Director Emeritus Retirement Plan because no benefits otherwise continue to accrue under that plan. The Company used discount rates of 4.0 percent and 4.1 percent, respectively, to calculate the present value of the pension benefit obligation at March 31, 2018 and March 31, 2017.
|
· |
Thomas A. Burke, President and CEO;
|
· |
Michael B. Lucareli, Vice President, Finance and CFO;
|
· |
Thomas F. Marry, Executive Vice President and COO;
|
· |
Holger Schwab, Former Vice President, Vehicular Thermal Solutions; and
|
· |
Dennis P. Appel, Vice President, Commercial and Industrial Solutions.
|
· |
Achieved sales of $2.1 billion, a 40 percent increase over fiscal 2017, adjusted operating income of $120.1 million, a 66 percent increase over fiscal 2017, and adjusted earnings per share of $1.54, a 97 percent increase compared with the prior year;
|
· |
Achieved a significant year-over-year improvement in free cash flow, and a reduction in the Company’s leverage ratio below the target of 2.5 times;
|
· |
Substantially completed the integration of the Luvata Heat Transfer Solutions business (“Luvata HTS”) into Modine, now operating as the Commercial and Industrial Solutions segment. Also, completed the transition of the Vehicular Thermal Solutions segment from three regionally managed segments in the Americas, Europe and Asia to one global organization;
|
· |
Continued the focus on developing efficient manufacturing facilities, through (i) the closure of the Gailtal, Austria manufacturing facility, (ii) the completion of the expansion of the Mezökövesd, Hungary manufacturing facility, and (iii) the announcement of the expansion of the Changzhou, China manufacturing facility;
|
· |
Substantially improved the quality of products delivered to its customers by utilizing process discipline and system standardization, resulting in a 29% year-over-year improvement in global warranty metrics;
|
· |
Established the Office of Strategic Planning and Development, which (i) actively investigates and continuously evaluates potential acquisition opportunities, and (ii) is conducting comprehensive strategic analyses for each of Modine’s three business segments with a focus on accelerating revenue growth;
|
· |
Continued our focus on safety, recording a global Recordable Incident Rate (“RIR”) significantly better than the 2016 private-industry RIR average for the manufacturing sector. Modine’s behavior-based safety program, which seeks to correct at-risk behaviors and positively reinforces safe behaviors, was a strong driver in this improvement; and
|
· |
Increased, in measurable ways, the improvement capability of employees across the globe, utilizing the Modine Operating System’s principles of accountable mentoring.
|
· |
Set CEO and CFO compensation at or near the median of Modine’s peer group of companies and the median of a broad survey of manufacturing companies, weighted equally, and compensation for the other NEOs at or near the median of a broad survey of manufacturing companies in order to meet its objective of offering competitive compensation.
|
· |
Approved Return on Average Capital Employed (“ROACE”) and Adjusted Operating Income Growth as the equally-weighted performance metrics in the Management Incentive Plan (“MIP”) (the short-term cash bonus plan) for fiscal 2018. These performance goals drive alignment of management and shareholders’ interests in both our asset management decisions and earnings growth targets.
|
· |
Approved ROACE and Average Annual Revenue Growth as the performance metrics for the Long-Term Incentive Plan (the “LTIP”) for fiscal 2018 to incentivize meeting and exceeding the Company’s operating performance goals over the three-year performance cycle. The two metrics are designed to focus management on key metrics and provide a compelling equity-based incentive plan with carefully selected standards, mitigating risk by avoiding short-term gains at the expense of the long-term health of the Company. The long-term pay orientation of the Company’s compensation system (compensation mix and time horizon of the LTIP) appropriately reflects the capital intensive nature, the investment time horizon and customer planning time horizon (i.e., long-term orders and partnering for end-product production) of the business.
|
· |
Reviewed the composition of the Company’s Peer Group used for CEO and CFO compensation and company performance comparisons.
|
· |
Conducted a risk assessment of the Company’s compensation practices and found no evidence of unreasonable risk taking in the Company’s compensation plans and arrangements.
|
· |
Reviewed the Company’s succession plan for each executive officer and other key employees of the Company.
|
· |
Established compensation for the Board of Directors, utilizing analysis provided by Farient.
|
· |
Reviewed the Company’s guidelines regarding stock ownership requirements for Company officers and members of the Board of Directors and confirmed compliance therewith.
|
· |
Reviewed regulatory, shareholder and market changes, including governance best practices as applicable to the Company.
|
· |
Approved the 2017 Incentive Plan, which was subsequently approved by the Company’s shareholders at the annual meeting held in July 2017, and under which equity grants will be made to NEOs beginning in fiscal 2019.
|
· |
Transitioned from retention restricted stock awards to retention restricted stock unit awards.
|
· |
Reviewed status of equity spend under the Incentive Plans.
|
· |
Reviewed CEO pay-for-performance alignment, utilizing analysis provided by Farient.
|
· |
A median compensation positioning strategy that targets total pay as well as each element of compensation at the median of the market, and allows actual compensation to vary from the median based on higher or lower performance, i.e., above median for above-market performance and below median for below-market performance;
|
· |
A significant portion of compensation tied to performance, including short-term and long-term incentives tied to strong financial/operational performance;
|
· |
Use of measures of performance for incentives that balance strong growth and returns and provide a direct link to shareholder value over time;
|
· |
A significant weighting on equity-based long-term incentives, particularly performance stock; and
|
· |
Share ownership guidelines (described on page 28), requiring that executives be meaningfully invested in the Company’s stock, and therefore be personally invested in the Company’s performance.
|
|
Single CEO in 3-year periods ending: 2011-2018
|
|
Multiple CEOs in 3-year periods ending: 2009-2010
|
|
Top/Middle/Bottom quartile relative TSR performance ranking
|
· |
U.S. headquartered companies traded on major U.S. exchanges involved in these industries: industrial machinery; construction machinery and heavy trucks; agriculture and farm machinery; auto parts and equipment; electrical components and equipment; and building products (HVAC-related);
|
· |
Companies with revenue between $600 million and $4 billion (approximately 0.3 to 2 times Modine’s budgeted revenue), with proxy pay data size adjusted to estimate pay for an approximately $2 billion revenue company; and
|
· |
Technology-intensive companies with a strong focus on OEM suppliers, distributed product expertise and global industrial customers in the vehicular and industrial/commercial (e.g., HVAC) arena.
|
· |
Compensation levels of the Company’s CEO and CFO;
|
· |
Company’s compensation practices; and
|
· |
Company’s relative performance and relative pay for performance for specified periods of time.
|
· |
Compensation is a primary factor in attracting and retaining employees, and the Company can only achieve its goals if it attracts and retains qualified and highly skilled people;
|
· |
All elements of executive compensation, including base salary, targeted annual incentives (cash-based), and targeted long-term incentives (equity-based), are set to levels that the ONC Committee believes ensure that executives are fairly, but not excessively, compensated;
|
· |
Strong financial and operational performance is expected, and shareholder value must be preserved and enhanced over time;
|
· |
Compensation must be linked to the interests of shareholders and the most effective means of ensuring this linkage is by granting equity incentives such as stock awards, stock options and performance stock awards;
|
· |
Operating units of the Company are interdependent, and the Company, as a whole, benefits from cooperation and close collaboration among individual units, so it is important in the Company’s incentive plans to reward overall corporate results and focus on priorities that impact the total Company; and
|
· |
The executive compensation program should reflect the economic condition of the Company, as well as Company performance relative to peers, so that in a year in which the Company underperforms, the compensation of the executive officers should be lower than in years when the Company is achieving or exceeding its objectives.
|
Pay Element
|
Competitive
Positioning
|
Program Objectives
|
Time Horizon
|
Performance Measures
for Fiscal 2018
|
Base Salary
|
Compares to 50
th
percentile, but use of judgment to determine actual pay
|
Attract and retain key personnel; reward for individual performance
|
Annual
|
Individual performance
Length of time in the position and overall experience
Consistency of performance
Changes in job responsibility
|
Management Incentive Plan
|
Motivate and reward for achieving objectives
|
Annual
|
ROACE (50%)
Adjusted Operating Income Growth (50%)
|
|
Long-Term Incentive Plan (% of total Long-Term Incentive Plan Value)
Performance Stock Awards (40%)
|
Align executive’s returns with those of shareholders
Encourage long-term retention
Reward for superior long-term performance
|
3-year performance period with payout upon results certification
|
Three-year average ROACE (50%)
Three-year average Annual Revenue Growth (50%)
|
|
Retention Restricted Stock Unit Awards (40%)
|
Reward employees for their continued commitment to the Company
|
4-year ratable vesting starting on 1
st
anniversary of grant
|
Retention
|
|
Stock Options (20%)
|
Focus executives on driving long-term performance
|
4-year ratable vesting starting on 1
st
anniversary of grant
(10 year term)
|
Stock price appreciation
|
Name
|
Prior Salary
|
Fiscal 2018
Approved Base
Salary
|
Percent
Increase
|
|||||||||
Mr. Burke
|
$
|
891,000
|
$
|
935,000
|
4.9%
|
|
||||||
Mr. Lucareli
|
$
|
415,000
|
$
|
435,000
|
4.8%
|
|
||||||
Mr. Marry
|
$
|
515,000
|
$
|
530,000
|
2.9%
|
|
||||||
Mr. Schwab
|
€
|
357,369
|
€
|
368,447
|
3.1%
|
|
||||||
Mr. Appel
|
$
|
375,000
|
$
|
386,000
|
2.9%
|
|
Threshold
|
Target
|
Maximum
|
Actual
|
|||||||||||||
ROACE
|
5
|
%
|
9
|
%
|
≥15
|
% |
8.6
|
%
|
||||||||
Adjusted Operating Income Growth
|
2
|
%
|
6
|
%
|
≥12
|
% |
66.3
|
%
|
||||||||
Payout as a % of Target
|
10
|
%
|
100
|
%
|
200
|
%
|
145
|
%
|
Threshold
|
Target
|
Maximum
|
Actual
|
||||||||||
ROACE
|
5
|
%
|
9
|
%
|
≥14
|
% |
7.9
|
%
|
|||||
Annual Revenue Growth
|
3
|
%
|
8
|
%
|
≥13
|
% |
13.8
|
%
|
Threshold
|
Target
|
Maximum
|
||||||||
ROACE
|
5
|
%
|
9
|
%
|
≥14
|
% | ||||
Annual Revenue Growth
|
3
|
%
|
8
|
%
|
≥13
|
% |
Performance
|
ROACE (50%)
|
Annual Revenue Growth (50%)
|
Threshold
|
10% of Target Awards
|
10% of Target Awards
|
Target
|
100% of Target Awards
|
100% of Target Awards
|
Maximum
|
200% of Target Awards
|
200% of Target Awards
|
Performance Stock Awards
|
||||||||||||||||||||
Shares Subject
to Stock
Options (#)
|
Shares of
Restricted
Stock Units (#)
|
Threshold
|
Target
|
Maximum
|
||||||||||||||||
Mr. Burke
|
63,919
|
58,805
|
5,881
|
58,805
|
117,610
|
|||||||||||||||
Mr. Lucareli
|
17,842
|
16,415
|
1,642
|
16,415
|
32,830
|
|||||||||||||||
Mr. Marry
|
25,362
|
23,333
|
2,333
|
23,333
|
46,666
|
|||||||||||||||
Mr. Schwab
|
11,284
|
10,381
|
1,038
|
10,381
|
20,762
|
|||||||||||||||
Mr. Appel
|
10,555
|
9,711
|
971
|
9,711
|
19,422
|
Name and
Principal Position
|
Fiscal
Year
|
Salary ($)(1)
|
Bonus ($)
|
Stock
Awards
($)(2)
|
Option
Awards
($)(3)
|
Non-Equity
Incentive Plan
Compensation
($)(4)
|
Change in
Pension
Value ($)(5)
|
All Other
Compensation
($)(6)
|
Total ($)
|
|||||||||||||||||||||||||
Thomas A. Burke
|
2018
|
924,000
|
-
|
1,870,000
|
466,609
|
1,339,800
|
NA
|
65,429
|
4,665,838
|
|||||||||||||||||||||||||
President and CEO
|
||||||||||||||||||||||||||||||||||
2017
|
917,869
|
-
|
1,782,000
|
445,501
|
946,415
|
NA
|
48,876
|
4,140,661
|
||||||||||||||||||||||||||
2016
|
856,692
|
-
|
1,670,002
|
394,875
|
368,725
|
NA
|
53,267
|
3,343,561
|
||||||||||||||||||||||||||
Michael B. Lucareli
|
2018
|
430,000
|
-
|
521,998
|
130,247
|
436,450
|
11,890
|
23,876
|
1,554,461
|
|||||||||||||||||||||||||
VP, Finance and
|
||||||||||||||||||||||||||||||||||
CFO
|
2017
|
427,546
|
-
|
498,000
|
124,499
|
308,588
|
7,463
|
19,192
|
1,385,288
|
|||||||||||||||||||||||||
2016
|
397,462
|
-
|
459,609
|
108,676
|
119,798
|
-
|
20,334
|
1,105,879
|
||||||||||||||||||||||||||
Thomas F. Marry
|
2018
|
526,250
|
-
|
741,990
|
185,143
|
610,450
|
23,835
|
35,145
|
2,122,813
|
|||||||||||||||||||||||||
Executive VP and
|
||||||||||||||||||||||||||||||||||
COO
|
2017
|
530,538
|
-
|
721,000
|
180,251
|
437,630
|
16,076
|
28,274
|
1,913,769
|
|||||||||||||||||||||||||
2016
|
493,077
|
-
|
664,994
|
157,238
|
169,850
|
-
|
29,614
|
1,514,773
|
||||||||||||||||||||||||||
Holger Schwab
|
2018
|
€
|
365,678
|
-
|
€
|
267,889
|
€
|
66,846
|
€
|
265,117
|
NA
|
€
|
59,003
|
€
|
1,024,533
|
|||||||||||||||||||
VP, VTS (7)
|
$
|
450,620
|
-
|
$
|
330,116
|
$
|
82,373
|
$
|
326,699
|
NA
|
$
|
72,709
|
$
|
1,262,517
|
||||||||||||||||||||
2017
|
€
|
355,190
|
-
|
€
|
214,109
|
€
|
53,304
|
€
|
190,027
|
NA
|
€
|
50,864
|
€
|
863,494
|
||||||||||||||||||||
$
|
378,466
|
-
|
$
|
228,140
|
$
|
57,035
|
$
|
202,479
|
NA
|
$
|
54,197
|
$
|
920,317
|
|||||||||||||||||||||
2016
|
€
|
346,032
|
-
|
€
|
179,562
|
€
|
42,460
|
€
|
74,397
|
NA
|
€
|
50,013
|
€
|
692,465
|
||||||||||||||||||||
$
|
393,800
|
-
|
$
|
204,701
|
$
|
48,405
|
$
|
84,667
|
NA
|
$
|
56,917
|
$
|
788,490
|
|||||||||||||||||||||
Dennis P. Appel
|
2018
|
383,250
|
100,313
|
(8)
|
308,810
|
77,052
|
277,856
|
NA
|
21,412
|
1,068,379
|
||||||||||||||||||||||||
VP, CIS
|
(1) |
The salary amounts include amounts deferred at the NEO’s option through contributions to the Modine 401(k) Retirement Plan and the Modine Deferred Compensation Plan.
|
(2) |
Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for retention restricted stock unit awards and performance stock awards. For fiscal 2018, the Maximum grant date fair value for the performance stock awards are as follows for the NEOs – Mr. Burke $1,870,000; Mr. Lucareli $521,998; Mr. Marry $741,990; Mr. Schwab $330,116; and Mr. Appel $308,810. See
Grants of Plan-Based Awards
for Fiscal 2018, Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation
and the
Outstanding Equity Awards at Fiscal Year End
table for further discussion regarding the retention restricted stock unit awards and the performance stock awards. The assumptions used to determine the value of the awards are discussed in Note 4 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2018.
|
(3) |
Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for grants of stock options. The assumptions used to determine the value of the options are discussed in Note 4 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2018. The actual value, if any, that an optionee will realize upon the exercise of an option will depend on the excess of the market value of the Company’s common stock over the exercise price on the date the option is exercised, which cannot be determined until the option is exercised.
|
(4) |
The amounts in the “Non-Equity Incentive Plan Compensation” column include payments under the MIP.
|
(5) |
Represents the change in pension value between the end of fiscal 2017 and the end of fiscal 2018 for the NEOs who participate in the Modine Manufacturing Company Pension Plan and the Executive Supplemental Retirement Plan. For purposes of calculating the change in benefit values from year to year, the discount rates used to determine the present value of the benefit were 4.0 percent as of March 31, 2018 and 4.1 percent as of March 31, 2017.
|
(6)
|
The amounts set forth in this column for fiscal 2018 include:
|
· |
Company matching contributions to participant accounts in the 401(k) Retirement Plan (“401(k) Company Match”) equal to (i) with respect to income received in calendar year 2017 during fiscal 2018 (April 1, 2017 to December 31, 2017), 50 percent of the amount contributed to the plan by the employee, subject to a maximum contribution of the lesser of 2.5 percent of compensation or the maximum contribution limit to the plan ($18,000 in calendar year 2017), and (ii) with respect to income received in fiscal 2018 during calendar year 2018 (January 1, 2018 to March 31, 2018), 100 percent of the amount contributed to the plan by the employee for up to 3 percent of annual income, and 50 percent of the amount contributed to the plan by the employee for up to an additional 3 percent of annual income, subject to the maximum contribution limit to the plan ($18,500 in calendar year 2018);
|
· |
Company discretionary contributions to 401(k) Retirement Plan (“Company Contribution to 401(k) Retirement Plan”) equal to two percent of eligible earnings in calendar year 2017 (based on maximum eligible earnings of $270,000);
|
· |
Company contributions to the Deferred Compensation Plan equal to (a) the amount of the Company match on salary that could not be contributed to the 401(k) Retirement Plan, and (b) the amount of the Company discretionary contribution that could not be contributed to 401(k) Retirement Plan because of statutory limits (“Company Excess Match/Contribution Overflow to Deferred Compensation Plan”);
|
· |
Company payment of long-term disability insurance premiums (“Long-Term Disability Insurance Premiums”);
|
· |
Company payment of life insurance premiums (“Life Insurance Premiums”); and
|
· |
Perquisites and other personal benefits. The perquisites for Mr. Schwab include pay for holiday leave due upon Mr. Schwab’s resignation, the lease and maintenance of a car amounting to €14,825 ($18,269 at the March 31, 2018 exchange rate), and a retirement supplement amounting to €36,845 ($45,404 at the March 31, 2018 exchange rate) because he does not participate in the benefit plans available to U.S. residents.
|
Name
|
401(k)
Company
Match ($)
|
Company
Contribution to
401(k)
Retirement
Plan ($)
|
Company
Excess Match /
Contribution
Overflow to
Deferred
Compensation
Plan ($)
|
Long-Term
Disability & Life
Insurance
Premiums ($)
|
Perquisites ($)
|
Total ($)
|
||||||||||||||||||
Thomas A. Burke
|
11,043
|
5,400
|
47,825
|
1,161
|
-
|
65,429
|
||||||||||||||||||
Michael B. Lucareli
|
8,407
|
5,400
|
9,264
|
805
|
-
|
23,876
|
||||||||||||||||||
Thomas F. Marry
|
8,770
|
5,400
|
20,102
|
873
|
-
|
35,145
|
||||||||||||||||||
Holger Schwab
|
NA
|
NA
|
NA
|
€
|
275
|
€
|
58,728
|
€
|
59,003
|
|||||||||||||||
$
|
72,709
|
|||||||||||||||||||||||
Dennis P. Appel
|
8,557
|
5,400
|
6,685
|
770
|
-
|
21,412
|
(7) |
The salary, bonus, non-equity incentive plan compensation, and other annual compensation for Mr. Schwab, who worked and lived in Germany, were paid to him in euros. The amounts shown in U.S. dollars in the table above for fiscal 2018 were converted from euros at the following exchange rate in effect at March 31, 2018: $1 = €0.8115. The converted U.S. dollar amounts shown for fiscal years 2016 and 2017 for Mr. Schwab were converted from euros at the applicable exchange rate in effect at the close of those fiscal years.
|
(8) |
Incentive payment made in accordance with original offer of employment.
|
Name
|
Grant
Date
|
Estimated Future Payouts
Under Non-Equity
Incentive Plan Awards (1)
|
Estimated Future Payouts of
Performance-based
Awards Under
Equity Incentive Plan Awards (2)
|
All Other
Stock
Awards;
Number of
Shares of
Stock or
Units
(#) (2)
|
All Other
Option
Awards;
Number of
Securities
Under-lying
Options
(#) (2)
|
Exercise
or Base
Price of
Option
Awards
($/Sh)
|
Grant Date
Fair Value
of Stock
and Option
Awards ($)
|
|||||||||||||||||||||||||||||||||||
Threshold
($)
|
Target
($)
|
Max
($)
|
Threshold
(#)
|
Target
(#)
|
Max
(#)
|
|||||||||||||||||||||||||||||||||||||
Thomas A.
|
NA
|
92,400
|
924,000
|
1,848,000
|
NA
|
|||||||||||||||||||||||||||||||||||||
Burke
|
6/1/17
|
5,881
|
58,805
|
117,610
|
935,000
|
|||||||||||||||||||||||||||||||||||||
6/1/17
|
58,805
|
935,000
|
||||||||||||||||||||||||||||||||||||||||
6/1/17
|
63,919
|
15.90
|
466,609
|
|||||||||||||||||||||||||||||||||||||||
Michael B.
|
NA
|
30,100
|
301,000
|
602,000
|
NA
|
|||||||||||||||||||||||||||||||||||||
Lucareli
|
6/1/17
|
1,642
|
16,415
|
32,830
|
260,999
|
|||||||||||||||||||||||||||||||||||||
6/1/17
|
16,415
|
260,999
|
||||||||||||||||||||||||||||||||||||||||
6/1/17
|
17,842
|
15.90
|
130,247
|
|||||||||||||||||||||||||||||||||||||||
Thomas F.
|
NA
|
42,100
|
421,000
|
842,000
|
NA
|
|||||||||||||||||||||||||||||||||||||
Marry
|
6/1/17
|
2,333
|
23,333
|
46,666
|
370,995
|
|||||||||||||||||||||||||||||||||||||
6/1/17
|
23,333
|
370,995
|
||||||||||||||||||||||||||||||||||||||||
6/1/17
|
25,362
|
15.90
|
185,143
|
|||||||||||||||||||||||||||||||||||||||
Holger
|
NA
|
22,531
|
225,310
|
450,620
|
NA
|
|||||||||||||||||||||||||||||||||||||
Schwab
|
6/1/17
|
1,038
|
10,381
|
20,762
|
165,058
|
|||||||||||||||||||||||||||||||||||||
6/1/17
|
10,381
|
165,058
|
||||||||||||||||||||||||||||||||||||||||
6/1/17
|
11,284
|
15.90
|
82,373
|
|||||||||||||||||||||||||||||||||||||||
Dennis P.
|
NA
|
19,163
|
191,625
|
383,250
|
||||||||||||||||||||||||||||||||||||||
Appel
|
6/1/17
|
971
|
9,711
|
19,422
|
154,405
|
|||||||||||||||||||||||||||||||||||||
6/1/17
|
9,711
|
154,405
|
||||||||||||||||||||||||||||||||||||||||
6/1/17
|
10,555
|
15.90
|
77,052
|
(1) |
Cash incentive plan awards are the MIP awards. The amounts shown in U.S. dollars in the table above for Mr. Schwab were converted from euros at the following exchange rate in effect at March 31, 2018: $1 = €0.8115.
|
(2) |
Stock options, retention restricted stock units and performance stock awards are made under the Incentive Plans.
|
Option Awards
|
Stock Awards
|
||||||||||||||||||||||||||||
Name
|
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)(1)
|
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)(1)
|
Option
Exercise
Price
($)
|
Option
Expiration
Date
|
Number of
Shares or
Units of
Stock that
Have Not
Vested
(#)(2)
|
Market
Value of
Shares or
Units of
Stock that
Have Not
Vested
($)(2)
|
Equity
Incentive Plan
Awards;
Number of
Unearned
Shares, Units
or Other
Rights that
Have Not
Vested
(#)(3)
|
Equity Incentive
Plan Awards;
Market or
Payout Value of
Unearned
Shares, Units
or Other Rights
that Have Not
Vested ($)(3)
|
|||||||||||||||||||||
Thomas A.
|
39,586
|
9.26
|
6/11/20
|
175,339
|
3,708,420
|
403,282
|
8,529,414
|
||||||||||||||||||||||
Burke
|
112,016
|
7.43
|
7/1/20
|
||||||||||||||||||||||||||
27,622
|
14.93
|
7/21/21
|
|||||||||||||||||||||||||||
69,565
|
5.75
|
6/5/22
|
|||||||||||||||||||||||||||
47,690
|
10.40
|
6/3/23
|
|||||||||||||||||||||||||||
28,374
|
9,458
|
14.94
|
6/2/24
|
||||||||||||||||||||||||||
27,768
|
27,770
|
11.39
|
6/2/25
|
||||||||||||||||||||||||||
24,212
|
72,636
|
10.00
|
5/31/26
|
||||||||||||||||||||||||||
-
|
63,919
|
15.90
|
6/1/27
|
||||||||||||||||||||||||||
Michael B.
|
3,594
|
9.26
|
6/11/20
|
48,855
|
1,033,283
|
122,982
|
2,601,069
|
||||||||||||||||||||||
Lucareli
|
4,820
|
14.93
|
7/21/21
|
||||||||||||||||||||||||||
3,783
|
5.75
|
6/5/22
|
|||||||||||||||||||||||||||
13,379
|
10.40
|
6/3/23
|
|||||||||||||||||||||||||||
7,986
|
2,665
|
14.94
|
6/2/24
|
||||||||||||||||||||||||||
7,640
|
7,645
|
11.39
|
6/2/25
|
||||||||||||||||||||||||||
6,766
|
20,299
|
10.00
|
5/31/26
|
||||||||||||||||||||||||||
-
|
17,842
|
15.90
|
6/1/27
|
||||||||||||||||||||||||||
Thomas F.
|
9,144
|
9.26
|
6/11/20
|
70,299
|
1,486,824
|
177,150
|
3,746,723
|
||||||||||||||||||||||
Marry
|
7,805
|
14.93
|
7/21/21
|
||||||||||||||||||||||||||
17,659
|
5.75
|
6/5/22
|
|||||||||||||||||||||||||||
16,820
|
10.40
|
6/3/23
|
|||||||||||||||||||||||||||
11,583
|
3,865
|
14.94
|
6/2/24
|
||||||||||||||||||||||||||
11,056
|
11,059
|
11.39
|
6/2/25
|
||||||||||||||||||||||||||
9,796
|
29,389
|
10.00
|
5/31/26
|
||||||||||||||||||||||||||
-
|
25,362
|
15.90
|
6/1/27
|
||||||||||||||||||||||||||
Holger
|
-
|
1,546
|
14.94
|
6/2/24
|
25,566
|
540,721
|
61,062
|
1,291,461
|
|||||||||||||||||||||
Schwab
|
-
|
3,404
|
11.39
|
6/2/25
|
|||||||||||||||||||||||||
-
|
9,300
|
10.00
|
5/31/26
|
||||||||||||||||||||||||||
-
|
11,284
|
15.90
|
6/1/27
|
||||||||||||||||||||||||||
Dennis P.
|
-
|
10,555
|
15.90
|
6/1/27
|
17,258
|
365,007
|
19,422
|
410,775
|
|||||||||||||||||||||
Appel
|
(1) |
The options vest in four equal annual installments commencing on the first anniversary of the date of grant.
|
(2) |
All of these shares are retention restricted stock awards or retention restricted stock unit awards (collectively, “Retention Restricted Awards”). All Retention Restricted Awards vest in four equal annual installments commencing one year after the date of grant. The market value of the awards was determined by multiplying the number of unvested shares and restricted stock units by $21.15, the closing price of the Company’s common stock on the NYSE on March 29, 2018. See
Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation
for a description of retention restricted stock unit awards. The description of retention restricted stock unit awards generally applies to retention restricted stock awards, except that the recipient is granted restricted stock under such an award rather than restricted stock units.
|
Shares vesting for
|
||||||||||||||||||||
Thomas
Burke (#)
|
Michael
Lucareli (#)
|
Thomas
Marry (#)
|
Holger
Schwab (#)
|
Dennis
Appel (#)
|
||||||||||||||||
May 31, 2018
|
22,275
|
6,225
|
9,012
|
-
|
-
|
|||||||||||||||
June 1, 2018
|
14,701
|
4,103
|
5,833
|
-
|
2,427
|
|||||||||||||||
June 2, 2018
|
31,380
|
8,721
|
12,630
|
-
|
-
|
|||||||||||||||
December 1, 2018
|
-
|
-
|
-
|
-
|
7,547
|
|||||||||||||||
May 31, 2019
|
22,275
|
6,225
|
9,012
|
-
|
-
|
|||||||||||||||
June 1, 2019
|
14,701
|
4,103
|
5,833
|
-
|
2,427
|
|||||||||||||||
June 2, 2019
|
18,329
|
5,044
|
7,298
|
-
|
-
|
|||||||||||||||
May 31, 2020
|
22,275
|
6,225
|
9,014
|
-
|
-
|
|||||||||||||||
June 1, 2020
|
14,701
|
4,103
|
5,833
|
-
|
2,427
|
|||||||||||||||
June 1, 2021
|
14,702
|
4,106
|
5,834
|
-
|
2,430
|
(3) |
The performance stock awards are reflected at the Maximum level for the fiscal 2018, 2017 and 2016 awards. The actual payout of performance stock awards for fiscal 2016 was 138 percent of Target. See
Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation
for a description of performance stock awards. The market value of the performance stock awards was determined by multiplying the number of unvested shares by $21.15, the closing price of the Company’s common stock on the NYSE on March 29, 2018.
|
Option Awards
|
Stock Awards
|
|||||||||||||||||
Name
|
Number of Shares Acquired
on Exercise (#)
|
Value Realized
on Exercise ($)
|
Number of Shares
Acquired on Vesting (#)
|
Value Realized on
Vesting ($)
|
||||||||||||||
Thomas A. Burke
|
90,572
|
1,012,378
|
(1)
|
22,275
|
338,580
|
(11)
|
||||||||||||
24,348
|
69,577
|
(2)
|
49,652
|
786,984
|
(12)
|
|||||||||||||
7,500
|
62,025
|
(3)
|
17,790
|
281,972
|
(13)
|
|||||||||||||
Michael B. Lucareli
|
3,715
|
35,181
|
(4)
|
6,225
|
94,620
|
(11)
|
||||||||||||
13,863
|
219,729
|
(12)
|
||||||||||||||||
4,992
|
79,123
|
(13)
|
||||||||||||||||
Thomas F. Marry
|
10,543
|
152,346
|
(5)
|
9,012
|
136,982
|
(11)
|
||||||||||||
7,992
|
59,876
|
(6)
|
20,089
|
318,411
|
(12)
|
|||||||||||||
6,274
|
99,443
|
(13)
|
||||||||||||||||
Holger Schwab
|
7,572
|
92,500
|
(7)
|
2,851
|
45,585
|
(11)
|
||||||||||||
4,638
|
23,937
|
(8)
|
7,366
|
116,751
|
(12)
|
|||||||||||||
3,404
|
29,653
|
(9)
|
2,825
|
44,776
|
(13)
|
|||||||||||||
3,099
|
31,303
|
(10)
|
||||||||||||||||
Dennis P. Appel
|
-
|
-
|
7,547
|
170,562
|
(14)
|
(1)
|
Option exercised on August 31, 2017 at $16.1876. The option was granted on June 9, 2009 at a share price of $5.01.
|
(2) |
Option exercised on August 31, 2017 at $16.1876. The option was granted on February 11, 2008 at a share price of $13.33.
|
(3) |
Option exercised on November 15, 2017 at $21.60. The option was granted on February 11, 2008 at a share price of $13.33.
|
(4) |
Option exercised on December 1, 2017 at $22.80. The option was granted on February 11, 2008 at a share price of $13.33.
|
(5) |
Option exercised on December 13, 2017 at $20.20. The option was granted on June 5, 2012 at a share price of $5.75.
|
(6) |
Option exercised on December 19, 2017 at $20.822053. The option was granted on February 11, 2008 at a share price of $13.33.
|
(7) |
Option exercised on December 4, 2017 at $22.616. The option was granted on June 3, 2013 at a share price of $10.40.
|
(8) |
Option exercised on December 14, 2017 at $20.1011. The option was granted on June 2, 2014 at a share price of $14.94.
|
(9) |
Option exercised on December 14, 2017 at $20.1011. The option was granted on June 2, 2015 at a share price of $11.39.
|
(10)
|
Option exercised on December 14, 2017 at $20.1011. The option was granted on May 31, 2016 at a share price of $10.00.
|
(11)
|
Shares vested on May 31, 2017 at $15.20 per share, the closing price on such date.
|
(12)
|
Shares vested on June 2, 2017 at $15.85 per share, the closing price on such date.
|
(13)
|
Shares vested on June 3, 2017 at $15.85 per share, the closing price on June 2, 2017.
|
(14)
|
Shares vested on December 1, 2017 at $22.60 per share, the closing price on such date.
|
Name
|
Plan Name
|
Number of Years
Credited Service
(#)
|
Present Value of
Accumulated Benefit
($) (1)
|
Payments During
Last Fiscal Year
($)
|
||||||||||
Thomas A. Burke
|
NA
|
NA
|
NA
|
NA
|
||||||||||
Michael B. Lucareli
|
Salaried Pension Plan
|
6.6
|
161,643
|
-
|
||||||||||
SERP
|
NA
|
NA
|
NA
|
|||||||||||
Total
|
161,643
|
-
|
||||||||||||
Thomas F. Marry
|
Salaried Pension Plan
|
7.9
|
285,101
|
-
|
||||||||||
SERP
|
7.9
|
59,049
|
-
|
|||||||||||
Total
|
344,150
|
-
|
||||||||||||
Holger Schwab
|
NA
|
NA
|
NA
|
NA
|
||||||||||
Dennis P. Appel
|
NA
|
NA
|
NA
|
NA
|
(1) |
The Company used the following assumptions to determine the present value of accumulated benefits as set forth in the table above: discount rate of 4.0 percent; Mortality: use of RP-2014 Healthy Annuitant White Collar Participant table projected generationally using scale MP-2014 converging to an ultimate improvement factor of 0.75 percent over 15 years (post - retirement decrement only); service up to March 31, 2006 and pay up to December 31, 2007 (the plans froze service accumulation on March 31, 2006 and pay changes on December 31, 2007); employees elect to begin payments as soon as they are eligible to receive unreduced benefits; 80 percent of employees elect lump sums from the qualified plan and 20 percent elect annuities; and all payments from the SERP are in the form of a lump sum with lump sums valued using a 3-tier yield curve of 2.7 percent for years 0-5, 3.9 percent for years 5-20 and 4.3 percent for years 20+ and the specified 417(e) mortality table.
|
Name
|
Executive
Contributions in
Last FY ($)(1)
|
Registrant
Contributions in
Last FY ($)(2)
|
Aggregate
Earnings in Last
FY ($)
|
Aggregate
Withdrawals /
Distributions ($)
|
Aggregate
Balance at Last
FYE ($)(3)
|
|||||||||||||||
Thomas A. Burke
|
22,076
|
47,825
|
68,932
|
-
|
921,820
|
|||||||||||||||
Michael B. Lucareli
|
5,019
|
9,264
|
28,261
|
-
|
252,307
|
|||||||||||||||
Thomas F. Marry
|
50,587
|
20,102
|
169,146
|
-
|
1,737,326
|
|||||||||||||||
Holger Schwab
|
NA
|
NA
|
NA
|
NA
|
NA
|
|||||||||||||||
Dennis P. Appel
|
7,247
|
6,685
|
(245
|
)
|
-
|
14,625
|
(1) |
Amounts include any deferrals of base salary and such amounts are included in the “Base Salary” column of the
Summary Compensation
Table
.
|
(2) |
Amounts are reported in the
Summary Compensation Table
. Company profit sharing contributions that could not otherwise be made to the 401(k) Retirement Plan because of statutory limits are generally made to the Deferred Compensation Plan in May or June following the close of the fiscal year.
|
(3) |
All executive contributions and contributions by the Company for fiscal 2018 have been reported in the
Summary Compensation Table
for the current year (i.e., fiscal 2018). In addition to the current year, executive contributions and contributions by the Company with respect to Mr. Burke for prior years in which Mr. Burke was an NEO have been reported in the
Summary Compensation Table
in prior years. In total, $592,300 in contributions have been reported for Mr. Burke as an NEO in the Summary Compensation Table in prior years. The remainder of the aggregate balance for Mr. Burke in the above column reflects earnings (and losses) on those contributions. In addition to the current year, since Mr. Lucareli became an NEO in fiscal 2011, the Company has reported $46,920 in contributions in the Summary Compensation Table for him prior to fiscal 2018. The remainder of the aggregate balance for Mr. Lucareli in the above column reflects contributions prior to fiscal 2011 and earnings (and losses) on all contributions. In addition to the current year, Mr. Marry became an NEO in fiscal 2009 and his contributions and the Company’s contributions since fiscal 2009 were reported in the
Summary Compensation Table
in prior years. In total, $469,491 in contributions have been reported for Mr. Marry for fiscal years 2009 through 2018. The remainder of the aggregate balance for Mr. Marry in the above column reflects executive and Company contributions prior to 2009 and earnings (and losses) on all contributions. Mr. Appel became an NEO in fiscal 2018. Beyond the contributions reported in the Summary Compensation Table for Mr. Appel for the current year, the remainder of his aggregate balance in the above column reflects contributions prior to fiscal 2018 and/or earnings (and losses) on all contributions.
|
Name of Fund
|
Return for 12
Months Ended
March 31, 2018
|
|||
Baron Emerging Markets Institutional
|
25.48
|
%
|
||
Brown Advisory Small-Cap Fdmtl Val Instl
|
9.24
|
%
|
||
Dodge & Cox Stock
|
10.76
|
%
|
||
Fidelity 500 Index Institutional
|
13.96
|
%
|
||
Fidelity Diversified International
|
15.30
|
%
|
||
Fidelity Inflation-Prot Bd Idx Prem
|
0.68
|
%
|
||
Fidelity International Index Premium
|
15.32
|
%
|
||
Fidelity Mid Cap Index Institutional
|
12.15
|
%
|
||
Fidelity Small Cap Index Institutional
|
11.97
|
%
|
||
Fidelity US Bond Index Premium
|
1.01
|
%
|
||
JP Morgan Large Cap Growth R5
|
30.25
|
%
|
||
MFS International New Discovery R4
|
24.14
|
%
|
||
T. Rowe Price Retirement 2010
|
7.22
|
%
|
||
T. Rowe Price Retirement 2015
|
8.45
|
%
|
||
T. Rowe Price Retirement 2020
|
10.13
|
%
|
||
T. Rowe Price Retirement 2025
|
11.49
|
%
|
||
T. Rowe Price Retirement 2030
|
12.77
|
%
|
||
T. Rowe Price Retirement 2035
|
13.73
|
%
|
||
T. Rowe Price Retirement 2040
|
14.57
|
%
|
||
T. Rowe Price Retirement 2045
|
14.85
|
%
|
||
T. Rowe Price Retirement 2050
|
14.97
|
%
|
||
T. Rowe Price Retirement 2055
|
14.78
|
%
|
||
T. Rowe Price Retirement 2060
|
14.87
|
%
|
||
T. Rowe Price Retirement Balanced
|
6.50
|
%
|
||
Vanguard Short-Term Bond Index Admiral
|
0.17
|
%
|
||
Victory Munder Mid-Cap Core Growth Fd Y
|
16.23
|
%
|
||
WCM Focused International Growth Inst
|
20.75
|
%
|
||
Wells Fargo Core Bond R6
|
1.13
|
%
|
||
Wells Fargo Govt MMkt I
|
0.93
|
%
|
||
Western Asset Core Plus Bond Fund I
|
3.82
|
%
|
· |
we would not pay severance;
|
· |
the executive would forfeit all unvested stock options, Retention Restricted Awards and performance stock awards;
|
· |
all benefits and perquisites would cease; and
|
· |
the NEO, if a participant in the Salaried Pension Plan, would be entitled to a distribution of his/her vested benefits under that plan, the SERP (see the
Pension Benefits Table
for Fiscal 2018
on page
37
) and the Nonqualified Deferred Compensation Plan (see
the Nonqualified Deferred Compensation Table
for Fiscal 2018
on page 38).
|
· |
we would not pay severance;
|
· |
for full retirement and for early retirement with the approval of the ONC Committee, all unvested stock options and Retention Restricted Awards would vest;
|
· |
all benefits and perquisites would cease; and
|
· |
the NEO, if a participant in the Salaried Pension Plan, the SERP or the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under those plans.
|
· |
the executive’s estate would receive his/her base salary through the month in which the executive dies, plus any unused vacation pay;
|
· |
all unvested stock options and Retention Restricted Awards would vest;
|
· |
all benefits and perquisites would cease;
|
· |
a prorated portion (based on the period worked during the performance period) of performance shares shall vest based on the Company’s actual achievement of the performance goals at the end of the performance period; and
|
· |
the NEO’s estate, if he or she was a participant in the Salaried Pension Plan, the SERP or the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under those plans.
|
· |
he would receive base salary and bonus continuation at a level of 100 percent of the rate paid at the time of disability for the first 12 months and 60 percent for up to an additional 24 months, but in no event beyond the remainder of the term of his employment agreement (Mr. Burke may also receive disability benefits under the Company’s group long-term disability plan, except that such benefits would offset the previously described amounts);
|
· |
all unvested stock options and Retention Restricted Awards would vest;
|
· |
a prorated portion (based on the period worked during the performance period) of performance shares shall vest based on the Company’s actual achievement of the performance goals at the end of the performance period; and
|
· |
all benefits and perquisites would cease.
|
·
|
he
would have received base salary and bonus continuation at a level of 100 percent of the rate paid at the time of disability for up to nine months (Mr. Schwab would also have received disability benefits under an accident insurance plan, except that such benefits would offset the previously described amounts);
|
·
|
all unvested stock options and restricted stock awards granted beginning in fiscal 2014 and all retention restricted stock unit awards would have vested;
|
·
|
a prorated portion (based on the period worked during the performance period) of performance shares would have vested based on the Company’s actual achievement of the performance goals at the end of the performance period; and
|
·
|
all benefits and perquisites would have ceased.
|
· |
we would not pay severance;
|
· |
all unvested stock options, Retention Restricted Awards would vest;
|
· |
a prorated portion (based on the period worked during the performance period) of performance shares shall vest based on the Company’s actual achievement of the performance goals at the end of the performance period;
|
· |
all benefits and perquisites would cease; and
|
· |
the NEO, if a participant in the Salaried Pension Plan, the SERP or the Nonqualified Deferred Compensation Plan, would be entitled to a distribution of his/her vested benefits under those plans.
|
· |
pay to Mr. Burke an amount equal to three times his “Average Annual Earnings” (“Average Annual Earnings” means the average base salary and actual cash incentive or bonus he earned in the five taxable years preceding the year of termination) over the remainder of the employment agreement term; and
|
· |
continue, for a period of 36 months from the date of termination, to allow the executive to participate in certain employee health, welfare and retirement benefits, including plans designed to provide the executive with benefits that he would have received under qualified plans but for the statutory limitations on qualified benefits. In the event that such plans preclude such participation, the Company would pay an equivalent amount in cash.
|
· |
the Company would have been obligated to continue to pay Mr. Schwab’s base salary over the remainder of the employment agreement term;
|
· |
Mr. Schwab would have remained eligible for bonus and equity grants over the remainder of the employment agreement term; and
|
· |
Mr. Schwab’s benefits and perquisites would have continued over the remainder of the employment agreement term.
|
· |
pay to Mr. Burke an amount equal to three times the greater of (i) the sum of his base salary and Target bonus for the current fiscal year, or (ii) his five year average base salary and actual bonus for the five year period ending on the last day of the fiscal year immediately preceding the fiscal year of termination, payable in a lump sum;
|
· |
pay to Mr. Burke an amount equal to the pro rata portion of the Target bonus for the calendar year in which his employment terminated;
|
· |
accelerate the vesting of Mr. Burke’s unvested stock options and Retention Restricted Awards, so that all such awards would immediately vest or the restrictions would lapse, as the case may be, on the date of termination;
|
· |
pay to Mr. Burke an additional lump sum payment sufficient to cover the full cost of excise taxes due to the application of Section 4999 of the Code, if applicable, and his federal, state and local income and employment taxes on the payments;
|
· |
continue to provide coverage for a period of three years to Mr. Burke, his spouse and other dependents under all welfare benefit plans maintained by the Company in which such persons were participating immediately prior to the termination unless precluded by such plan, in which case the Company would pay an equivalent amount in cash; and
|
· |
for each of the three calendar years ending during the three-year period beginning with Mr. Burke’s termination of employment, pay to Mr. Burke an amount (a “Supplemental Defined Contribution Benefit”) for each such calendar year approximately equal to the sum of the Company’s matching and discretionary contributions, if any, that would have be made to the 401(k) Retirement Plan and Deferred Compensation Plan for each applicable year had Mr. Burke continued employment for such three-year period, using certain assumptions set forth in Mr. Burke’s employment agreement.
|
Name
|
Cash Payment
($)
|
Accelerated
Vesting of
Equity ($)(1)
|
Retirement Plan
Benefits: Pension
Plan (Qualified &
SERP) ($)
|
Perquisites and
Continued Benefits ($)
|
Total ($)
|
Thomas A. Burke
|
|||||
Death
|
0
|
$10,113,138
|
NA
|
NA
|
$10,113,138
|
Disability
|
$4,588,529
|
$10,113,138
|
NA
|
(2)
|
$14,701,667
|
Involuntary Termination
|
$4,306,539
|
0
|
NA
|
$183,616 (3)
|
$4,490,155
|
Termination if Change in Control
|
$6,501,000 (4)
|
$8,405,047
|
NA
|
$5,309,694 (5)
|
$20,215,741
|
Change in Control (no termination)
|
NA
|
NA
|
NA
|
NA
|
NA
|
Michael B. Lucareli
|
|||||
Death
|
0
|
$2,966,961
|
$77,229
|
NA
|
$3,044,190
|
Disability
|
(2)
|
$2,966,961
|
$161,643
|
(2)
|
$3,128,604
|
Involuntary Termination
|
$435,000
|
0
|
$161,643
|
$21,064 (6)
|
$617,707
|
Termination if Change in Control
|
$1,773,000 (7)
|
$2,337,991
|
$161,643
|
$1,518,988 (8)
|
$5,791,622
|
Change in Control (no termination)
|
NA
|
NA
|
NA
|
NA
|
NA
|
Name
|
Cash Payment
($)
|
Accelerated
Vesting of
Equity ($)(1)
|
Retirement Plan
Benefits: Pension
Plan (Qualified &
SERP) ($)
|
Perquisites and
Continued Benefits ($)
|
Total ($)
|
Thomas F. Marry
|
|||||
Death
|
0
|
$4,277,231
|
$164,426
|
NA
|
$4,441,657
|
Disability
|
(2)
|
$4,277,231
|
$344,150
|
(2)
|
$4,621,381
|
Involuntary Termination
|
$530,000
|
0
|
$344,150
|
$22,716(6)
|
$896,866
|
Termination if Change in Control
|
$2,323,000(7)
|
$3,369,813
|
$344,150
|
$2,071,831 (9)
|
$8,108,794
|
Change in Control (no termination)
|
NA
|
NA
|
NA
|
NA
|
NA
|
Dennis P. Appel
|
|||||
Death
|
0
|
$557,346
|
NA
|
NA
|
$557,346
|
Disability
|
(2)
|
$557,346
|
NA
|
(2)
|
$557,346
|
Involuntary Termination
|
$386,000
|
0
|
NA
|
$22,716 (6)
|
$408,716
|
Termination if Change in Control
|
$1,155,250 (10)
|
$488,883
|
NA
|
$34,074 (11)
|
$1,678,207
|
Change in Control (no termination)
|
NA
|
NA
|
NA
|
NA
|
NA
|
(1) |
Amounts represent the vesting of Retention Restricted Awards and certain performance stock awards and the spread value of the stock options at the closing stock price of $21.15 on March 31, 2018. In addition, a prorated portion of the performance stock awards is illustrated in such amounts (based on the period worked during each performance period as of March 31, 2018). In the case of death or permanent disability, the vesting of performance stock awards is illustrated at actual performance of 138% of Target for fiscal 2016 awards, and maximum performance for fiscal 2017 and 2018 awards.
|
(2) |
Paid in accordance with plans available to all salaried employees.
|
(3) |
Amount consists of $38,690.84 for three years of welfare plan benefits (or the equivalent); $126,225 for three years of Company matching contributions to the 401(k) Retirement Plan and Deferred Compensation Plan; and $18,700 for one year of Company discretionary contributions to the 401(k) Retirement Plan and Deferred Compensation Plan.
|
(4) |
Amount is (i) three times Base Salary and Target Bonus for fiscal 2018 and (ii) pro rata Target Bonus for fiscal 2018.
|
(5) |
Amount consists of, in addition to those described in Footnote 3, $5,126,078 for excise tax and gross up.
|
(6) |
Amount consists of COBRA continuation coverage for one year.
|
(7) |
Amount is two times Base Salary and Target Bonus for fiscal 2018 and (ii) pro rata Target Bonus for fiscal 2018.
|
(8) |
Amount consists of $36,055 for two years of welfare plan benefits (or the equivalent); $39,150 for two years of Company matching contributions to the 401(k) Retirement Plan and Deferred Compensation Plan; $8,700 for one year of Company discretionary contributions to the 401(k) Retirement Plan and Deferred Compensation Plan; and $1,435,083 for excise tax and gross up.
|
(9) |
Amount consists of $36,191 for two years of welfare plan benefits (or the equivalent); $47,700 for two years of Company matching contributions to the 401(k) Retirement Plan and Deferred Compensation Plan; $10,600 for one year of Company discretionary contributions to the 401(k) Retirement Plan and Deferred Compensation Plan; and $1,977,341 for excise tax and gross up.
|
(10)
|
Amount is two times Base Salary and Target Bonus for fiscal 2018.
|
(11)
|
Amount consists of COBRA continuation coverage for eighteen months.
|
(In thousands)
|
Fiscal 2018
|
Fiscal 2017
|
||||||
Audit Fees: (a)
|
$
|
2,450
|
$
|
2,976
|
||||
Audit-Related Fees: (b)
|
$
|
102
|
$
|
832
|
||||
Tax Fees: (c)
|
$
|
121
|
$
|
575
|
||||
All Other Fees:
|
$
|
0
|
$
|
0
|
||||
Total
|
$
|
2,673
|
$
|
4,383
|
(a) |
Audit Fees: Fees for professional services performed by PwC for (1) the audit of the Company’s annual consolidated financial statements included in the Company’s annual report on Form 10-K and review of financial statements included in the Company’s quarterly reports on Form 10-Q; (2) the audit of the Company’s internal control over financial reporting; and (3) services that are normally provided in connection with statutory and regulatory filings or engagements.
|
(b) |
Audit-Related Fees: In fiscal 2018, Audit-Related Fees primarily related to a planned share offering that was not consummated. In fiscal 2017, these fees were related to due diligence on the Luvata HTS acquisition, except for tax due diligence, which is included in the Tax Fees amount.
|
(c) |
Tax Fees: Fees for professional services performed by PwC with respect to tax compliance, tax advice, and tax planning. This may include preparation of returns for the Company and its consolidated subsidiaries, refund claims, payment planning and tax audit assistance.
|
· |
The integrity of the Company’s financial statements;
|
· |
The internal control and disclosure control systems of the Company;
|
· |
The independent registered public accounting firm’s qualifications and independence;
|
· |
The performance of the Company’s internal audit function and independent registered public accounting firm; and
|
· |
The Company’s compliance with legal and regulatory requirements.
|
· |
Retaining, to the extent it deems necessary or appropriate, and with appropriate funding provided by the Company, independent legal, accounting or other advisors, or other services or tools as it deems necessary or appropriate in carrying out its duties;
|
· |
Oversight of management’s implementation of systems of internal controls, including review of policies relating to legal and regulatory compliance, ethics and conflicts of interest;
|
· |
Review of the activities and recommendations of the Company’s internal auditing program;
|
· |
Monitoring the preparation of quarterly and annual financial reports by the Company’s management, including discussions with management and the Company’s independent registered public accounting firm about draft annual financial statements and key accounting and reporting matters;
|
· |
Monitoring and reviewing the Company’s earnings releases with management and the Company’s independent registered public accounting firm;
|
· |
Determining whether the independent registered public accounting firm is independent (based in part on the annual letter provided to the Company pursuant to
PCAOB Ethics and Independence Rule 3526 (Independence Discussion with Audit Committees)
);
|
· |
Reviewing the independent registered public accounting firm’s quality control program and any material control issues;
|
· |
Annually reviewing management’s programs to monitor compliance with the Company’s Code of Ethics;
|
· |
Annually reviewing with management the assumptions and disclosures related to the defined benefit and post-employment benefit plans; and
|
· |
Reviewing with management at least semi-annually the status, policies and procedures relating to Company common stock held in any such plan.
|
· |
2017 Incentive Compensation Plan; and
|
· |
Amended and Restated 2008 Incentive Compensation Plan.
|
Plan Category
|
Number of shares to be
issued upon exercise of
outstanding options,
warrants or rights (1)
|
Weighted-average
exercise price of
outstanding options,
warrants and rights (2)
|
Number of shares remaining
available for future issuance
(excluding securities reflected
in 1st column) (3)
|
|||||||||
Equity Compensation Plans approved by security holders
|
2,105,597
|
$
|
11.16
|
3,554,694
|
||||||||
Equity Compensation Plans not approved by security holders
|
-
|
-
|
-
|
|||||||||
Total
|
2,105,597
|
$
|
11.16
|
3,554,694
|
(1) |
Represents shares issuable under the following award types: options - 1,224,955 shares; performance stock assuming target performance - 639,524 shares, regardless of any potential actual payout; and restricted stock units - 241,118 shares. The number of shares subject to options and issuable under performance awards relate to grants under the 2008 Incentive Compensation Plan. Shares issuable under restricted stock unit awards relate to both the 2008 Incentive Compensation Plan (212,802 shares) and the 2017 Incentive Compensation Plan (28,316 shares).
|
(2) |
Represents the weighted-average exercise price of outstanding options.
|
(3) |
Represents the number of shares remaining available for future issuance under the 2017 Incentive Compensation Plan where outstanding performance stock is accounted for at Target performance levels regardless of any potential actual payout. The Company does not plan to make any future grants under the 2008 Incentive Compensation Plan.
|
· |
submitting a new proxy;
|
· |
giving written notice before the annual meeting to the Company’s Secretary stating that you are revoking your previous proxy;
|
· |
revoking your proxy in the same manner you initially submitted it – by mail, Internet, or the telephone; or
|
· |
attending the annual meeting and voting your shares in person.
|
|
|
|
Sylvia A. Stein,
|
|
Vice President, General Counsel and Corporate Secretary
|
1. |
You may not vote at this meeting if you have already voted by proxy and have not revoked your proxy. If you have previously voted directly but wish to change your vote, or if you have not yet voted, you may request a ballot from the inspector of election and vote before the polls close.
|
2. |
Subject to the discretion of the Lead Director, the business of the meeting will be taken up in the order on the agenda. When an item on the agenda is before the meeting, questions or comments should be confined to that item.
|
3. |
Only shareholders eligible to vote at the meeting (or holders of their proxies) may speak at the meeting. Shareholders should not address the meeting until recognized by the Lead Director of the meeting. Shareholders eligible to vote who wish to address the meeting should rise and wait to be recognized. Once recognized, shareholders (or proxy holders) should state their name and, if applicable, the name of any shareholder they represent.
|
4. |
Each speaker shall be limited to 3 minutes on a particular subject. Once a shareholder has spoken on a subject, that shareholder should give other shareholders the opportunity to speak.
|
5. |
Shareholders will be recognized on a rotation basis, and their questions or remarks must be relevant to the meeting, pertinent to matters properly before the meeting and under discussion at that time, and briefly stated. The meeting is not to be used as a forum to present views that are not directly related to the business before the meeting.
|
6. |
Questions and comments unrelated to agenda items should be held for discussion after the conclusion of the formal meeting.
|
7. |
Individual matters that are not of concern to all shareholders generally, such as personal grievances, are not appropriate matters for general discussion during the meeting.
|
8. |
The use of cameras or sound recording equipment is prohibited, except those employed by the Company, if any, to provide a record of the proceedings.
|
2018
|
Annual Meeting
of Shareholders
|
MODINE MANUFACTURING COMPANY C/O
CORPORATE SECRETARY
1500 DEKOVEN AVENUE
RACINE, WI 53403-2552
|
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on July 18, 2018. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form.
ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
If you would like to reduce the costs incurred by Modine Manufacturing Company in mailing proxy materials, you may consent to receiving all future proxy statements, proxy cards and annual reports electronically via e-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
VOTE BY PHONE - 1-800-690-6903
Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on July 18, 2018. Have your proxy card in hand when you call and then follow the instructions.
VOTE BY MAIL
Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.
If you vote by phone or Internet, please do not
mail your proxy card.
|
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
|
|
|
|
E49022-Z72840
|
KEEP THIS PORTION FOR YOUR RECORDS
|
DETACH AND RETURN THIS PORTION ONLY
|
|
||||||
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
Signature (Joint Owners)
|
Date
|
Address Change/Comments:
|
|
||||
|
|||||
|
1 Year Modine Manufacturing Chart |
1 Month Modine Manufacturing Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions