David Wilson
MODINE MANUFACTURINGAbout David J. Wilson
David J. Wilson, age 56, has served as an independent director of Modine Manufacturing Company since 2022. He is President and Chief Executive Officer of Columbus McKinnon Corporation (CMCO) since 2020, with prior senior leadership roles at Flowserve Corporation (President, Pumps Division, 2017–2020), SPX FLOW (President, Industrial Segment, 2015–2017), and SPX Corporation (1998–2015), including six years as an expatriate in China overseeing global businesses. The Board has determined Mr. Wilson is independent under NYSE listing standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Flowserve Corporation | President, Pumps Division | 2017–2020 | Led significant transformation of the Pumps Division |
| SPX FLOW | President, Industrial Segment | 2015–2017 | Leadership of multiple global operating businesses |
| SPX Corporation | Various roles culminating in segment leadership | 1998–2015 | Developed extensive global P&L management experience; six years expatriate in China |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| Columbus McKinnon Corporation | President & CEO; public company directorship | 2020–present | Not disclosed in MOD proxy |
Board Governance
- Committee assignments: Human Capital & Compensation (member) and Corporate Governance & Nominating (member); no chair roles disclosed.
- Independence: Board determined all directors other than the CEO are independent; Mr. Wilson is independent.
- Attendance: Board met 6 times in FY2025; committees met Audit (8), HCC (4), Governance (3), Technology (2). All incumbent directors attended at least 75% of aggregate Board and committee meetings.
- Annual meeting attendance: All directors serving in August 2024 attended the 2024 Annual Meeting.
- HCC interlocks: No compensation committee interlocks or related-party insider participation.
Fixed Compensation
| Component | Structure | David J. Wilson (FY2025) |
|---|---|---|
| Annual cash retainer | $105,000 (effective Aug 2024), paid quarterly | $103,750 cash fees |
| Committee chair fees | Audit $20,000; HCC $15,000; Governance $12,000; Technology $9,000 | Not applicable (not a chair) |
| Meeting fees | Not disclosed; policy emphasizes retainer and chair fees | Not disclosed |
| Travel/Insurance | Reimbursement for travel; D&O liability and travel accident insurance | Provided |
Performance Compensation
| Equity Award | Grant Date | Units | Grant Date Fair Value | Vesting | Deferral Election |
|---|---|---|---|---|---|
| RSUs (non-employee director annual grant) | Aug 2024 | 1,320 | $144,976 | One-year cliff vest, contingent on continued Board service | Not listed among directors who elected deferral in FY2025 |
- Director equity awards are time-based RSUs under the Amended 2020 Incentive Compensation Plan; no performance metric is tied to director RSU grants.
- Clawbacks: Awards under the 2020 Incentive Plan are subject to the Incentive Compensation Recoupment Policy; executive officers also subject to SEC/NYSE-compliant compensation recovery policy for accounting restatements.
Other Directorships & Interlocks
| Company | Relationship to MOD | Potential Interlock/Conflict |
|---|---|---|
| Columbus McKinnon Corporation | Unrelated industrial motion solutions company; Wilson is CEO and director | No MOD-related party transactions disclosed involving Wilson or CMCO in FY2025; MOD policy requires pre-clearance and Audit Committee review of potential conflicts. |
Expertise & Qualifications
- Business operations leadership: CEO experience and prior segment leadership at diversified industrials.
- Relevant industry experience: Highly engineered equipment, heat pumps/exchangers, HVAC, power transmission.
- Global business experience: Led multiple global businesses; six-year China expatriate tenure.
- Financial and technological expertise: Substantial financial expertise; engineering and application-based technology experience.
- Strategic planning & execution: Led corporate development initiatives and transformations.
Equity Ownership
| Holder | Direct Ownership | RSUs vesting within 60 days | Options exercisable within 60 days | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|---|
| David J. Wilson | 6,109 | 1,320 | — | 7,429 | <1% |
- Ownership guidelines: Directors are expected to hold shares valued at ≥5x annual cash retainer within 5 years; all directors are currently in compliance.
- Hedging/pledging: Directors prohibited from hedging or pledging MOD stock under Insider Trading Policy; pre-clearance and blackout periods apply.
Say-on-Pay & Shareholder Sentiment
| Meeting Date | Proposal | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|---|
| Aug 21, 2025 | Advisory vote on NEO compensation | 44,940,714 | 1,542,927 | 138,936 | 2,224,542 |
| Aug 15, 2024 | Advisory vote on NEO compensation | 43,132,304 | 2,414,174 | 51,257 | 2,583,806 |
- 2025 director elections: Wilson re-elected; votes For 42,659,121; Against 3,930,255; Abstain 33,201; Broker non-votes 2,224,542.
Governance Assessment
- Board effectiveness: Wilson contributes deep operational and global leadership with HVAC and engineered components expertise aligned to MOD’s strategy and markets.
- Alignment and incentives: Director compensation balanced between cash retainer and time-based RSUs with one-year vesting; clawback and anti-hedging/pledging policies support investor alignment.
- Independence and engagement: Independent director; active committee roles (HCC and Governance); Board/committee attendance thresholds met; annual meeting attendance affirmed.
- Ownership alignment: Beneficial ownership disclosed; compliance with director ownership guidelines; no pledging/hedging allowed.
- Conflicts and related-party exposure: No Wilson-specific related party transactions disclosed; company conflict policy and Audit/Governance oversight in place.
- Shareholder confidence: Strong say-on-pay support in 2024 and 2025; Wilson received majority support in 2025 director election.
RED FLAGS: None disclosed related to Wilson—no attendance shortfall, no related-party transactions, no hedging/pledging, and strong say-on-pay outcomes.