Alan Lowe
MODINE MANUFACTURINGAbout Alan Lowe
Alan Lowe (age 63) was appointed to Modine’s Board on July 18, 2025, as an independent director in the class with terms ending at the 2026 Annual Meeting. He was previously President and CEO of Lumentum Holdings (2015–Feb 2025) and held senior roles at Viavi Solutions, Asyst Technologies, and Read-Rite; he qualifies as independent under NYSE rules and was appointed to Modine’s Audit and Corporate Governance Committees . The Board has determined all current directors other than the CEO are independent; Lowe attended the August 2025 Annual Meeting as a director .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Lumentum Holdings Inc. | President & CEO | Jul 2015 – Feb 2025 | Led optical and photonics products across AI, cloud, telecom, industrial end markets |
| Viavi Solutions Inc. | SVP, Commercial Lasers; EVP & President, Communications and Commercial Optical Products | 2007–2015 | Oversaw lasers and broader optical communications businesses |
| Asyst Technologies, Inc. | SVP, Customer Solutions Group | Prior to 2007 | Led customer solutions for semiconductor/FPD fab automation |
| Read-Rite Corporation | President & CEO | Prior | Led manufacturer of thin‑film recording heads for disk/tape drives |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Qorvo, Inc. (Nasdaq: QRVO) | Director | Since Nov 2024 | RF/power solutions; board role disclosed, committee roles not specified |
Board Governance
- Committee assignments: Audit Committee member; Corporate Governance & Nominating Committee member (not a chair) .
- Independence: Board determined Lowe is “independent” under NYSE standards .
- Attendance/engagement: Lowe was present at the 2025 virtual Annual Meeting as a director . FY2025 Board held 6 meetings; all incumbent directors attended at least 75% of aggregate Board/committee meetings; FY2025 committee meeting counts below .
| FY2025 Meetings | Count |
|---|---|
| Board of Directors | 6 |
| Audit Committee | 8 |
| Human Capital & Compensation (HCC) Committee | 4 |
| Corporate Governance & Nominating Committee | 3 |
| Technology Committee | 2 |
- Say‑on‑pay signal: 96% of votes cast in favor at 2025 Annual Meeting (strong support) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non‑employee director) | $105,000 | Paid quarterly; effective Aug 2024 |
| Audit Committee Chair fee | $20,000 | Not applicable to Lowe (member) |
| HCC Committee Chair fee | $15,000 | |
| Governance Committee Chair fee | $12,000 | |
| Technology Committee Chair fee | $9,000 | |
| Expense reimbursement | Actuals | Travel/lodging; D&O insurance |
Performance Compensation
| Component | Grant | Value | Vesting | Notes |
|---|---|---|---|---|
| Annual director RSU grant (standard) | 1,320 RSUs | ~$145,000 grant date fair value | 1‑year cliff | August 2024 program; similar practice annually |
| Chairperson incremental RSUs | 2,412 RSUs | ~$264,910 grant date fair value | 1‑year cliff | Recognizes broader duties of Board Chair |
| Deferral option | Cash/equity | N/A | Deferral until termination or fixed date | Directors may defer cash fees and/or RSU settlement; several directors elected deferral in Aug 2024 |
- Clawback coverage: Director RSUs under the 2020 Incentive Plan are subject to the Incentive Compensation Recoupment Policy and Executive Compensation Recovery Policy (restatement clawback) .
Other Directorships & Interlocks
| External Company | Sector Linkage to Modine | Potential Interlock/Conflict |
|---|---|---|
| Qorvo, Inc. | RF/power solutions in wireless/IoT/defense/auto; adjacent to Modine’s electronics/thermal end markets | Board disclosed no related‑person transactions or arrangements for Lowe; none required to be disclosed under Item 404 |
- Related-party transactions: Board states none for Lowe; no arrangements or family relationships; no Item 404(a) transactions .
Expertise & Qualifications
- Technology and manufacturing leadership across photonics/optical components, lasers, and semiconductor automation .
- Global business oversight in publicly traded technology/industrial companies .
- Financial and governance acumen via CEO experience and current public company directorship .
Equity Ownership
| As of | Security | Amount | Form | Notes |
|---|---|---|---|---|
| Jul 23, 2025 | MOD Common Stock | 0 shares | Form 3 | Initial statement of beneficial ownership filed; “No securities are beneficially owned.” |
| Ownership guidelines | Minimum | Status | Timeline | |
| 5 years after joining | ≥5x annual cash retainer value | Newly appointed; compliance expected within five years | Board confirms all current directors are in compliance with guidelines; Lowe will be measured under the policy in due course |
Insider Trades
| Date | Filing | Transaction | Shares | Price | Resulting Holdings |
|---|---|---|---|---|---|
| Jul 23, 2025 | Form 3 | Initial | 0 | N/A | 0 beneficially owned |
Governance Assessment
- Independence and committee placement: Lowe’s independence and placement on Audit and Governance committees align with his technology/operations background and support board effectiveness (positive) .
- Ownership alignment: Initial holdings were zero at appointment; the director ownership guideline (≥5x retainer within 5 years) and annual RSU grants should drive alignment; monitor progress to guideline compliance (neutral to positive) .
- Conflicts/related‑party exposure: Company explicitly disclosed no related‑person transactions for Lowe; Insider Trading Policy prohibits pledging/hedging of Modine stock (positive) .
- Shareholder signals: Strong say‑on‑pay support (96%) corroborates investor confidence in compensation governance; no director attendance red flags disclosed (positive) .
RED FLAGS: None disclosed for Lowe. Items to watch include future beneficial ownership growth to meet guidelines and any emerging interlocks with customers/suppliers given adjacent markets; no current conflicts disclosed .