Christine Yan
MODINE MANUFACTURINGAbout Christine Y. Yan
Independent director of Modine Manufacturing Company since 2014; age 59. Retired Stanley Black & Decker executive with multiple P&L roles across Asia, automotive, storage/workspace systems, and integrations, bringing deep industrial, global, and engineering-operational expertise. Currently serves on three other public boards (ON Semiconductor Corporation, Ansell Limited, and Cabot Corporation), chairing compensation-related committees at onsemi and Ansell, underscoring governance and human capital depth .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanley Black & Decker, Inc. | Vice President of Integration | Not disclosed | Led integrations; governance/controls exposure |
| Stanley Black & Decker, Inc. | President, Asia | Not disclosed | Asia P&L; global markets expertise |
| Stanley Black & Decker, Inc. | President, Storage & Workspace Systems | Not disclosed | Industrial operations leadership |
| Stanley Engineered Fastening | Integration leader | Not disclosed | Post-merger integration (engineered fastening) |
| Stanley Engineered Fastening | President, Americas | Not disclosed | Vehicular/general industrial sectors experience |
| Stanley Engineered Fastening | President, Global Automotive | Not disclosed | Automotive OEM exposure; engineering-led businesses |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ON Semiconductor Corporation (onsemi) | Director | Not disclosed | Chair, Human Capital & Compensation Committee |
| Ansell Limited | Director | Not disclosed | Chair, Human Resource Committee |
| Cabot Corporation | Director | Not disclosed | Committee roles not disclosed |
Board Governance
- Committee assignments (FY2025): Chair, Corporate Governance & Nominating; Member, Technology Committee; not on Audit or Human Capital & Compensation (HCC) .
- Independence: Board determined all directors except the CEO are independent; includes Ms. Yan .
- Attendance: Board met 6 times in FY2025; committees met Audit 8, HCC 4, Governance 3, Technology 2. Company states all incumbent directors attended at least 75% of aggregate Board/committee meetings in FY2025 . All directors on the Board in Aug 2024 attended the 2024 Annual Meeting of Shareholders .
- Years of service: Director since 2014 .
Committee Memberships Snapshot (FY2025)
| Committee | Chair | Members (selected) | Meetings (FY2025) |
|---|---|---|---|
| Audit | Katherine C. Harper | Mark Bendza, William A. Wulfsohn | 8 |
| Human Capital & Compensation (HCC) | Christopher W. Patterson | Suresh V. Garimella, David J. Wilson | 4 |
| Corporate Governance & Nominating | Christine Y. Yan | Marsha C. Williams, William A. Wulfsohn | 3 |
| Technology | Suresh V. Garimella | Eric D. Ashleman, David J. Wilson, William A. Wulfsohn, Christine Y. Yan | 2 |
Fixed Compensation
FY2025 Director Compensation (USD)
| Component | Amount |
|---|---|
| Fees Paid in Cash | $115,750 |
| Stock Awards (grant date fair value) | $144,976 |
| Change in Pension Value | N/A |
| Total | $260,726 |
Director Fee Schedule (effective Aug 2024)
| Item | Amount |
|---|---|
| Annual cash retainer (non-employee director) | $105,000 |
| Committee Chair retainer – Governance | $12,000 |
| Committee Chair retainer – Audit | $20,000 |
| Committee Chair retainer – HCC | $15,000 |
| Committee Chair retainer – Technology | $9,000 |
FY2025 Equity Grant Details (Non-Employee Directors)
| Equity | Grant date | Units | Vesting | Notes |
|---|---|---|---|---|
| RSUs | Aug 2024 | 1,320 | 1-year cliff | Approx $145k grant value; directors could elect to defer settlement; Ms. Yan elected to defer settlement of her Aug 2024 RSUs |
- Ownership guidelines (Directors): 5× annual cash retainer within 5 years; all directors in compliance .
- Deferral: Option to defer cash fees and/or RSU settlement; RSU deferrals settle at termination or elected date .
Performance Compensation
Directors receive time-based RSUs; there are no performance-based equity awards or cash incentives for directors. Annual grants are RSUs that vest after one year (subject to continued service) and may be deferred; no performance metrics apply to director equity .
Other Directorships & Interlocks
- Current public boards: ON Semiconductor Corporation (Chair, Human Capital & Compensation), Ansell Limited (Chair, Human Resource), Cabot Corporation (Director) .
- HCC interlocks (Modine): None; no insider participation or interlocking relationships reportable under SEC rules .
- Related-party transactions: Company discloses its process for identifying related-party dealings and noted one immaterial customer relationship unrelated to Ms. Yan; no transactions involving Ms. Yan were disclosed for FY2025 .
Expertise & Qualifications
- Board skills matrix highlights: Business Operations Leadership, Relevant Industry Experience, Global Business Experience, Technological Expertise, Corporate Governance Expertise, and Strategic Planning & Execution (identified skills on which the Board relies for Ms. Yan) .
- Background summary: Broad industrial P&L, engineering-driven operations, and global leadership experience at Stanley Black & Decker .
Equity Ownership
Beneficial Ownership (as of June 23, 2025)
| Holding category | Shares |
|---|---|
| Direct ownership | 71,974 |
| RSUs vesting within 60 days | 1,320 |
| Total beneficial ownership | 73,294 |
| Percent of class | <1% (asterisked in company table) |
- Hedging/pledging: Prohibited for directors and employees; short sales, hedging, pledging, and standing/limit orders are prohibited under the Insider Trading Policy .
- Director ownership guidelines: 5× cash retainer; all directors compliant, indicating alignment with shareholders .
Governance Assessment
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Strengths:
- Long-serving independent director (since 2014) with deep global and industrial P&L experience; skills matrix indicates strategic, governance, and technology depth .
- Active committee leadership at Modine (Chair, Governance) and compensation committee leadership at two external public companies, enhancing governance/human capital oversight .
- Solid alignment: equity retainer via RSUs, ownership guidelines in compliance, and prohibitions on hedging/pledging reduce misalignment risk .
- No disclosed related-party transactions or compensation interlocks involving Ms. Yan; SEC-mandated conflicts processes in place .
-
Watch items:
- Multiple external public directorships (three) may elevate time-commitment considerations; however, company reports at least 75% attendance threshold met by all directors in FY2025, and Ms. Yan’s committee leadership at Modine continued (Governance Chair; Technology member) .
- Director equity is time-based (no performance conditions), a common market practice but offers less pay-for-performance sensitivity than PSUs; mitigated by share ownership guidelines and annual election accountability .
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Shareholder feedback signal:
- Say-on-pay (2024) received over 94% support, indicating broad investor approval of compensation programs and governance oversight during the period .