Eric Ashleman

About Eric D. Ashleman

Eric D. Ashleman (age 58) has been an independent director of Modine Manufacturing Company since 2019. He is Chief Executive Officer (since December 2020) and President (since February 2020) of IDEX Corporation, after holding multiple senior operating roles at IDEX since 2008 and previously serving as President of Schutt Sports (2006–2008). His Modine board term currently runs through the 2026 class.

Past Roles

External Roles

Board Governance

• Independence: The Board determined all current directors other than the CEO (Neil Brinker) are independent under NYSE rules; this includes Mr. Ashleman.
• Committee assignments (FY2025): Corporate Governance & Nominating Committee (member) and Technology Committee (member). No chair roles.
• Board/Committee activity and attendance: Board met 6 times in FY2025; all incumbent directors attended at least 75% of aggregate Board and committee meetings. All directors attended the 2024 Annual Meeting.
• Board leadership: Independent Chairperson (Marsha C. Williams) since October 2020; she presides over Board meetings and executive sessions.
• Retirement policy: Mandatory director retirement at the close of the term in which age 72 is attained (Board may exempt by 2/3 vote).

Fixed Compensation

• Director fee structure (effective Aug 2024): Annual retainer $105,000 (cash); chair retainers: Audit $20,000; HCC $15,000; Governance $12,000; Technology $9,000. Non-employee directors also receive annual equity grants (see below) and may defer cash fees; travel expenses reimbursed.
• 2025 (FY2025) individual compensation – Eric D. Ashleman:

• Deferral elections: Mr. Ashleman elected to defer settlement of his August 2024 RSU award until a later date under the Non-Employee Director Compensation Policy.

Performance Compensation

• Annual director equity grant (practice for FY2025): RSUs valued at approximately $145,000; grant of 1,320 RSUs to each non-employee director (Chair received 2,412 RSUs); one-year cliff vesting; settlement can be deferred by election. No stock options were granted to directors in FY2025.

Note: Director equity is time-based (not performance-conditioned), which aligns directors with shareholders without incentivizing operational risk-taking.

Other Directorships & Interlocks

• Current public company boards: IDEX Corporation (as CEO/director).
• Compensation committee interlocks: None reported; the HCC Committee is composed exclusively of independent directors with no interlocking relationships requiring disclosure.
• Related-party transactions: The Board determined no director relationships preclude independence; policy requires disclosure and pre-clearance; the only FY2025 related-party review disclosed involved a former Modine segment president’s nomination to A.O. Smith’s board and was deemed not material (not involving Mr. Ashleman).

Expertise & Qualifications

• Board skills emphasized for Mr. Ashleman: Business operations leadership; relevant industry experience; global business experience; financial expertise; corporate governance expertise; strategic planning and execution.
• Background summary: Long-tenured diversified industrial operator (IDEX) with multi-segment P&L leadership, strategy, and M&A oversight; prior leadership at Schutt Sports.

Equity Ownership

• Director stock ownership guidelines: Minimum holding of 5x annual cash retainer within five years of board service start; all directors are currently in compliance.
• Hedging/pledging: Prohibited for directors and executive officers (no short sales, hedging, pledging, or similar transactions).

Governance Assessment

• Alignment and independence: Independent director with substantial operating expertise; confirmed independent under NYSE standards; no related-party transactions disclosed for him; robust conflict-of-interest policy and pre-clearance in place. Positive for board effectiveness and investor confidence.
• Engagement: Committee service on Governance and Technology; Board met 6 times in FY2025; all directors met at least the 75% attendance threshold; all attended the 2024 Annual Meeting. Solid engagement signal.
• Compensation structure: Balanced cash retainer plus time-based RSUs (~$145k, one-year vest), with optional deferral. No options; no performance-conditioned director equity, reducing risk of misaligned incentives.
• Ownership alignment: Meaningful beneficial ownership and compliance with 5x retainer guideline; hedging/pledging prohibited. Strong alignment and risk controls.
• Committee quality/independence: HCC Committee composed solely of independent directors and uses independent compensation consultants (Farient and Meridian). Reduces interlock/conflict risk.
• Say-on-pay (context): 2024 advisory vote on executive compensation received >94% approval, indicating broad investor support for compensation practices and governance oversight.

RED FLAGS

• None observed specific to Mr. Ashleman in the latest proxy: no related-party transactions, no attendance shortfalls, no hedging/pledging, and independence affirmed.