These are routine updates to executive severance and equity award terms, aligning with market standards. No immediate trading catalyst; monitor future 10-K or proxy for actual compensation figures and any subsequent change-in-control events that would trigger these enhanced benefits.
Price Chart
Executive Summary
Modine Manufacturing adopted a new Executive Severance Plan on October 21, 2026, replacing the prior Supplemental Severance Plan for named officers including CFO Michael Lucareli and General Counsel Erin Roth, with severance multiples of 1.5x/2.5x and 1.0x/2.0x respectively. CEO Neil Brinker received amendments to his offer letter and change-in-control agreement, increasing his non-CIC severance to 2x base salary plus target bonus and his CIC severance to 3x base salary plus the greater of target or historical average bonus. Outstanding equity award agreements were also amended to provide for performance goal satisfaction at the greater of target or extrapolated performance upon a change in control, and to expand the definition of good reason to include title diminution. These are routine compensatory arrangements with no material financial impact disclosed.
Key Facts
- Modine adopted a new Executive Severance Plan effective October 21, 2026, replacing the prior Supplemental Severance Plan.
- CFO Michael Lucareli designated as participant with Regular Severance Multiple of 1.5x and Change in Control Severance Multiple of 2.5x.
- General Counsel Erin Roth designated as participant with Regular Severance Multiple of 1.0x and Change in Control Severance Multiple of 2.0x.
- CEO Neil Brinker's offer letter amended to provide 2x base salary plus target bonus cash severance for non-CIC qualifying termination, plus prorated actual bonus and COBRA premiums for 18 months plus 6 months equivalent cash.
- CEO Brinker's Change in Control Agreement amended to provide 3x base salary plus the greater of target or historical average bonus, plus prorated target bonus and COBRA premiums for 18 months plus 18 months equivalent cash.
- Performance Stock Award agreements amended: upon Change in Control, performance goals deemed achieved at greater of target or extrapolated performance; qualifying termination within 12 months results in full payout without proration.
- Restricted Stock Unit Award agreements amended to expand good reason definition to include material diminution in title, including removal of corporate officer designation.
- Lucareli's prior Change in Control and Termination Agreement (2008, amended 2011) was terminated in connection with adoption of the new plan.
- No departure or appointment of any director or officer occurred; all changes relate to compensatory arrangements for existing executives.
- No financial figures (revenue, earnings, deal values, etc.) were disclosed in the filing.
Financial Impact
No financial impact disclosed; severance multiples and benefit terms were updated but no dollar amounts were provided.
Risk Factors
- Enhanced severance and equity acceleration terms could increase cash and dilution costs in a change-in-control scenario, but no specific amounts were disclosed.
- The expanded good reason definition (including title diminution) may lower the bar for executives to trigger severance benefits post-change-in-control.
Market Snapshot
Investment Themes
Documents Analyzed
This report is based on 12 SEC documents filed with EDGAR.
| Document | Accession Number |
|---|---|
| 8-K Filing (Primary) | 0001104659-26-119218 |
| Document: mod-20261021x8k.htm | 0001104659-26-119218 |
| Document: mod-ex10d6.htm | 0001104659-26-119218 |
| Document: mod-ex10d8.htm | 0001104659-26-119218 |
| Document: mod-ex10d4.htm | 0001104659-26-119218 |
| Document: mod-ex10d3.htm | 0001104659-26-119218 |
| Document: mod-ex10d2.htm | 0001104659-26-119218 |
| Document: mod-ex10d5.htm | 0001104659-26-119218 |
| Document: mod-ex10d7.htm | 0001104659-26-119218 |
| Document: 0001104659-26-119218-index-headers.html | 0001104659-26-119218 |
| Document: 0001104659-26-119218-index.html | 0001104659-26-119218 |
| Document: 0001104659-26-119218.txt | 0001104659-26-119218 |
Filters
| Type | Now | ||||
|---|---|---|---|---|---|
Oct 27, 2026 4d ago | 8-K | $143.54 $138.79 | ▼ −3.31% | ▼ −2.93% | $129.76 (−9.60%) |
Oct 21, 2026 10d ago | Institutional Cluster | $135.17 $133.34 | ▲ +1.35% | ▲ +0.83% | $129.76 (+4.00%) |
Oct 21, 2026 11d ago | Press Release | $149.78 $135.17 | ▼ −9.75% | ▼ −8.57% | $129.76 (−13.37%) |
Oct 13, 2026 19d ago | DEF 14A | $172.57 $157.75 | ▼ −8.59% | ▼ −7.51% | $129.76 (−24.81%) |
Oct 1, 2026 4w ago | 8-K | $178.20 $182.91 | ▲ +2.64% | ▲ +1.97% | $129.76 (−27.18%) |
Sep 17, 2026 6w ago | 425 | $188.72 $197.62 | ▲ +4.72% | ▲ +3.17% | $129.76 (−31.24%) |
Sep 17, 2026 6w ago | 8-K | $188.72 $197.62 | ▲ +4.72% | ▲ +3.17% | $129.76 (−31.24%) |
Aug 4, 2026 12w ago | Institutional Cluster | $194.61 $192.52 | ▼ −1.07% | ▼ −0.91% | $129.76 (−33.32%) |
Jul 31, 2026 13w ago | 425 | $201.06 $195.92 | ▼ −2.56% | ▼ −3.98% | $129.76 (−35.46%) |
Jul 29, 2026 13w ago | 8-K | No price | awaiting T+1 | awaiting T+1 | No price |
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