Brian Agen
MODINE MANUFACTURINGAbout Brian Agen
Brian J. Agen is Vice President, Chief Human Resources Officer at Modine, serving since October 2012; his age was 56 as of March 31, 2025, reflecting over 12 years in the role . FY25 incentive design tied executive pay to corporate Adjusted EBITDA Margin (actual 15.2%) and Adjusted EBITDA Growth (actual 24.8%), yielding 249% of target MIP payouts—Mr. Agen’s FY25 MIP earned was $775,894—demonstrating pay-for-performance alignment with earnings growth and margin expansion . He participates in the LTIP with 80% performance shares (Cash Flow ROI and Average Annual Adjusted EBITDA Growth, 50/50 weighting) and 20% RSUs, reinforcing long-term value creation .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Modine Manufacturing Company | Vice President, Human Resources / Chief Human Resources Officer | Oct 2012 – Present | Led global HR and executive compensation programs supporting margin and EBITDA growth-focused incentives |
External Roles
No external directorships or roles for Mr. Agen are disclosed in company filings.
Fixed Compensation
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary ($) | $376,937 | $410,442 | $444,481 |
| Target MIP (% of Base) | — | 65% (increased for FY25) | 70% |
Performance Compensation
Short-Term Incentive (MIP) – FY25
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout vs Target |
|---|---|---|---|---|---|---|
| Corporate Adjusted EBITDA Margin | 50% | 9.5% | 12.5% | ≥15.0% | 15.2% | 249% |
| Corporate Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 24.8% | 249% |
| Mr. Agen – FY25 MIP Earned ($) | — | — | — | — | — | $775,894 |
Notes:
- For FY25, Mr. Agen’s MIP target increased to 70% of base salary to align with market practice .
Long-Term Incentive Plan (LTIP) Structure
| Element | FY25 Design | FY24 Design |
|---|---|---|
| Award Mix | 80% PS; 20% RSUs | PS and RSUs; no options granted in FY24 |
| PS Metrics & Weighting | Cash Flow ROI (50%); Avg. Annual Adj. EBITDA Growth (50%) | Same metrics and weighting |
| PS Performance Period | Apr 1, 2024 – Mar 31, 2027 | Three years ending Mar 31, 2026 |
| RSU Vesting | 1/3 per year over 3 years from grant date | 1/3 per year over 3 years from grant date |
Mr. Agen – LTIP Grants Detail
| Grant Year | Grant Date | RSUs (#) | PS Threshold (#) | PS Target (#) | PS Max (#) | Grant Date Fair Value ($) |
|---|---|---|---|---|---|---|
| FY25 | 05/16/2024 | 1,224 | 1,224 | 4,895 | 12,238 | $1,088,444 (stock awards total) |
| FY24 | 05/31/2023 | 3,540 | 1,416 | 14,159 | 28,318 | $483,006 (stock awards total) |
Equity Ownership & Alignment
Beneficial Ownership (as of June 23, 2025)
| Holding Category | Amount |
|---|---|
| Direct Ownership (shares) | 85,241 |
| Options Exercisable within 60 Days | 57,514 |
| 401(k) Plan Holdings | 1,474 |
| RSUs Vesting within 60 Days | — |
| Total Reportable (per table) | 144,229 |
| Percent of Class | * (<1%) |
- Officer Stock Ownership Guidelines: CHROs and other executive officers must hold shares ≥3x current base salary within five years; all NEOs with ≥5 years in role are in compliance .
- Pledging/Hedging: Prohibited for all directors and executive officers, reducing alignment risks from collateral pledges or hedging .
Outstanding Equity Awards (FY24 Year-End Snapshot)
| Instrument | Status | Count/Value | Terms |
|---|---|---|---|
| Options – 6/1/2027 | Exercisable | 6,847 | $15.90 strike; exp 6/1/27 |
| Options – 5/30/2028 | Exercisable | 6,643 | $17.90 strike; exp 5/30/28 |
| Options – 5/29/2029 | Exercisable | 9,739 | $13.26 strike; exp 5/29/29 |
| Options – 10/2/2030 | Exer/Unexer | 12,261 / 4,090 | $6.62 strike; exp 10/2/30 |
| Options – 6/4/2031 | Exer/Unexer | 3,410 / 3,411 | $17.79 strike; exp 6/4/31 |
| Options – 6/6/2032 | Exer/Unexer | 3,667 / 7,446 | $12.28 strike; exp 6/6/32 |
| RSUs Not Vested | — | 32,449 sh; $3,088,820 MV | |
| PS (Unearned) | — | 28,318 sh; $2,695,590 MV |
RSU Vesting Schedule (specific dates and share amounts)
| Vest Date | Shares (Agen) |
|---|---|
| May 31, 2024 | 1,168 |
| June 4, 2024 | 1,576 |
| June 6, 2024 | 3,616 |
| August 4, 2024 | 14,315 |
| October 2, 2024 | 4,099 |
| May 31, 2025 | 1,168 |
| June 4, 2025 | 1,576 |
| June 6, 2025 | 3,727 |
| May 31, 2026 | 1,204 |
Deferred Compensation
| Item | FY25 Amount |
|---|---|
| Executive Contributions | $117,582 |
| Company Contributions | $4,129 |
| Aggregate Earnings | $(4,888) |
| Ending Balance | $284,469 |
Employment Terms
| Provision | Key Terms |
|---|---|
| Severance Plan (non‑CIC) | If terminated without cause: one year of base salary paid in installments + Company-paid COBRA for one year; release required . |
| Change-in-Control Severance | 2x base salary + 2x target bonus; Company-paid COBRA for 18 months; release required . |
| Potential Payments – FY25 Illustrative | Involuntary termination (non-CIC): cash $453,500; pension $126,797; continued benefits $25,431; total $605,728 . CIC termination: cash $1,530,207; accelerated equity/perf cash $2,385,338; pension $126,797; continued benefits $38,146; total $4,080,488 . |
| Clawback/Recoupment | Incentive Compensation Recoupment Policy for misconduct; Executive Officer Compensation Recovery Policy compliant with SEC/NYSE for restatements (3-year lookback) . |
| Pension Plan | Present value at FY24: $121,227 ; Company approved termination of primary U.S. pension plan in June 2024, expects approvals in FY26; option for lump-sum distributions to participants including Mr. Agen . |
| CEO Transition Retention (2020) | Cash incentive equal to 50% of base salary as of 8/4/2022 + RSUs equal to 50% of target annual LTIP value; paid/ granted in FY23; RSUs vest two years after grant . |
| Prohibited Transactions | No pledging/margin accounts; hedging prohibited for directors and executive officers . |
Multi‑Year Compensation Summary (NEO table excerpt)
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Base Salary | $376,937 | $410,442 | $444,481 |
| Bonus | $192,250 | — | — |
| Stock Awards | $519,076 | $483,006 | $1,088,444 |
| Option Awards | $76,902 | — | — |
| Non‑Equity Incentive Comp | $475,951 | $724,781 | $1,121,944 |
| Change in Pension Value | $0 | $1,718 | $5,570 |
| All Other Compensation | $18,037 | $20,747 | $22,466 |
| Total | $1,659,153 | $1,640,693 | $2,682,904 |
Performance Compensation – Detailed Terms
| Instrument | Metric | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|---|
| MIP – Corporate | Adjusted EBITDA Margin | 50% | 12.5% | 15.2% | 249% of target | Cash after FY-end certification |
| MIP – Corporate | Adjusted EBITDA Growth | 50% | 10.0% | 24.8% | 249% of target | Cash after FY-end certification |
| PS (FY25) | Cash Flow ROI | 50% | Committee-set; 3-year period | — | Earned if ≥Threshold | Vests at end of period after performance certification |
| PS (FY25) | Avg. Annual Adj. EBITDA Growth | 50% | Committee-set; 3-year period | — | Earned if ≥Threshold | Vests at end of period after performance certification |
| RSUs | None | — | Time-based | — | — | 1/3 annually over 3 years |
Investment Implications
- Strong pay-for-performance linkage: FY25 corporate EBITDA metrics at near-maximum levels drove a 249% MIP payout; Agen’s variable comp sensitivity to EBITDA growth and margin supports alignment with shareholder value drivers .
- Retention risk moderated by equity mix: 80% PS weighting in LTIP (Cash Flow ROI and 3-year EBITDA growth) plus multi-year RSU vesting creates meaningful unvested equity balance and scheduled vesting through 2026, discouraging early exit; RSU vesting dates and amounts indicate periodic selling pressure windows (e.g., June cycles) .
- Change-in-control economics are material but not excessive: FY25 CIC termination scenario totals $4.08M, comprising cash, accelerated equity, pension, and benefits—consistent with 2x salary+bonus framework—limiting windfall risk and signaling balanced governance .
- Alignment safeguards: Prohibitions on pledging and hedging reduce governance red flags; clawback/recoupment policies are robust and NYSE/SEC-compliant, lowering downside risk from accounting or misconduct events .
- Pension plan termination: Potential lump-sum election in FY26 may alter personal liquidity/tax timing but does not weaken retention given ongoing LTIP structures; monitor for any associated Form 4 activity tied to vesting or option exercises .