Eric McGinnis
MODINE MANUFACTURINGAbout Eric McGinnis
Eric S. McGinnis, age 54, is President, Climate Solutions at Modine Manufacturing Company, a role he has held since April 2022 after joining Modine in August 2021 as Vice President, Building HVAC; previously he served as President, Industrial Systems at Regal Beloit (2017–2021) . Under his leadership, MOD delivered a record FY2025 with consolidated net sales of $2.583B (+7% YoY) and adjusted EBITDA of $392M (+25% YoY), while Climate Solutions net sales rose 30% and achieved a 21% adjusted EBITDA margin, aligning incentive metrics with value creation . MOD’s shareholder returns were exceptional: the value of $100 invested reached $2,361.54 by FY2025 versus $277.23 in FY2022 on MOD’s pay-versus-performance TSR graph .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Modine Manufacturing Company | President, Climate Solutions | Apr 2022–Present | Leads data center cooling, HVAC&R, and heat transfer product growth and margin expansion . |
| Modine Manufacturing Company | VP, Building HVAC | Aug 2021–Apr 2022 | Advanced building HVAC portfolio; internal succession to segment presidency . |
| Regal Beloit | President, Industrial Systems | 2017–2021 | Led industrial systems business (prior to MOD appointment) . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| — | — | — | No public company directorships or external board roles disclosed in MOD filings . |
Fixed Compensation
| Component | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Base Salary ($) | $439,242 | $486,000 | $529,231 |
| Approved Base Salary (as of July in year) ($) | — | — | $540,000 |
| Target MIP (% of Salary) | — | 70% (pre-FY25) | 75% (50% Corporate / 50% Climate) |
| Actual MIP Paid ($) | — | — | $991,815 |
Performance Compensation
Annual Incentive (MIP) – FY2025
| Plan | Metric | Weight | Threshold | Target | Maximum | Actual | Payout % of 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% |
| Climate Solutions | Adjusted EBITDA Margin | 50% | 12.5% | 15.0% | ≥20.5% | 20.5% | 250% |
| Climate Solutions | Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 44.7% | 250% |
| Aggregate (McGinnis) | Blended Corporate + Segment | — | — | — | — | — | 249.5% |
Notes:
- FY2025 MIP potential range increased to 25%–250% of target; metrics chosen to align with TSR and 80/20 priorities .
Long-Term Incentive (LTIP) – FY2025–FY2027
| Feature | Detail |
|---|---|
| LTIP Target Award Value | 165% of base salary; $891,000 |
| Vehicle Mix | 80% Performance Shares (PS); 20% RSUs |
| PS Metrics (50/50) | 3-yr Avg Cash Flow ROI (Threshold 8%, Target 12%, Max ≥17%) ; 3-yr Avg Annual Adjusted EBITDA Growth (Threshold 4%, Target 13%, Max ≥22%) |
| Vesting | PS: vests post-certification at end of performance period; RSUs: 3-year ratable vesting starting 1st anniversary |
| Clawbacks | Incentive Compensation Recoupment (misconduct) and Executive Officer Compensation Recovery Policy (restatements) apply |
FY2025 Grants (May 16, 2024)
| Award | Units/Terms | Grant-Date Fair Value ($) |
|---|---|---|
| RSUs | 1,717 units | $178,173 |
| Performance Shares (PS) | Threshold 1,717; Target 6,869; Max 17,173 | $712,796 |
| Special Performance-Based Retention Grant (RSUs) | 5,204 units; 3-year cliff vesting only if FY2026 12-month trailing Gross Margin goal achieved | $540,019 |
Equity Ownership & Alignment
Beneficial Ownership (as of June 23, 2025)
| Holder | Direct Shares | Options Exercisable (≤60 days) | RSUs vesting (≤60 days) | Total | % of Class |
|---|---|---|---|---|---|
| Eric S. McGinnis | 38,542 | 23,312 | — | 61,854 | <1% |
Outstanding Equity Awards at FY2025 Year-End
| Award Type | Exercisable (#) | Unexercisable (#) | Strike ($) | Expiration |
|---|---|---|---|---|
| Stock Options | 12,269 | — | 12.62 | 8/25/2031 |
| Stock Options | 6,213 | 2,071 | 12.62 | 8/25/2031 |
| Stock Options | 9,400 | 4,843 | 12.28 | 6/06/2032 |
| Unvested Stock | Units (#) | Market Value ($) |
|---|---|---|
| RSUs (not vested) | 11,727 | $900,047 |
| PS (unearned) + FY2025 Retention | 61,951 | $4,754,701 |
Notes:
- Market values based on $76.75 closing price on March 31, 2025 .
- Insider Trading Policy prohibits hedging, short sales, pledging, and standing/limit orders; pre-clearance and blackout periods apply .
- Officer stock ownership guideline: 3× base salary to be met by 5th anniversary; NEO compliance reviewed annually .
RSU Vesting Schedule (Units)
| Date | McGinnis RSUs Vesting |
|---|---|
| May 16, 2025 | 566 |
| May 31, 2025 | 1,632 |
| June 6, 2025 | 4,776 |
| August 25, 2025 | 1,919 |
| May 16, 2026 | 566 |
| May 31, 2026 | 1,683 |
| May 16, 2027 | 585 |
Employment Terms
Severance & Change-in-Control Economics (Illustrative as of March 31, 2025)
| Scenario | Cash Payment ($) | Accelerated Vesting Cash ($) | Continued Benefits ($) | Total ($) |
|---|---|---|---|---|
| Death | — | $4,603,010 | — | $4,603,010 |
| Disability | — | $4,603,010 | — | $4,603,010 |
| Involuntary Termination (no CIC) | $540,000 | — | $23,000 | $563,000 |
| Termination if Change in Control | $1,875,041 | $3,154,422 | $34,500 | $5,063,963 |
Plan Highlights:
- Severance Plan (officers): 1× base salary in weekly installments and 12 months company-paid COBRA for involuntary terminations without cause; CIC termination provides 2× base plus 2× target bonus and 18 months COBRA; release required .
- Clawbacks: Misconduct-based forfeiture (Recoupment Policy) and NYSE-compliant restatement clawback (Recovery Policy) .
- Hedging/Pledging: Prohibited for executives under Insider Trading Policy .
- Deferred Compensation: Company contributions for amounts over IRS limits; Eric McGinnis aggregate plan balance $19,813 with $7,875 company contributions in FY2025 .
Summary Compensation — Eric S. McGinnis
| Component ($) | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Salary | $439,242 | $486,000 | $529,231 |
| Stock Awards (RSUs/PS) | $396,483 | $674,991 | $1,430,988 |
| Option Awards | $98,562 | — | — |
| Non-Equity Incentive Plan (MIP + Performance Cash) | $703,730 | $1,039,517 | $1,435,335 |
| All Other Compensation | $21,018 | $24,110 | $26,602 |
| Total | $1,659,035 | $2,224,618 | $3,422,156 |
Governance, Peer Benchmarking, and Say‑on‑Pay
- Compensation Peer Group and methodology: peers include AAON, Allison Transmission, A.O. Smith, Donaldson, ITT, Lennox, Regal Rexnord, SPX, Timken, Woodward, etc.; CEO/CFO targeted at median; non-CEO NEOs benchmarked vs manufacturing survey medians .
- Say‑on‑Pay: 94% approval at 2024 Annual Meeting .
- Director oversight: HCC Committee uses independent consultants, aligns incentives with 80/20 priorities; clawbacks in place .
Investment Implications
- Strong pay-for-performance alignment: McGinnis’ incentives tied to Adjusted EBITDA margin and growth (annual) and Cash Flow ROI/EBITDA growth (multi-year), all metrics that drove record FY2025 results and segment margin expansion; FY2025 paid near maximums due to exceptional performance, signaling operational execution strength .
- Retention and execution risk: FY2025 special retention RSUs (100% of salary) vest only on achieving FY2026 trailing 12-month gross margin target and continued employment, embedding margin discipline; failure to meet targets would void the award, tightening pay-for-performance .
- Insider selling pressure: Upcoming RSU vesting tranches through 2027 and large unearned PS balances create potential supply, while options with strikes ~$12.28–$12.62 expiring 2031–2032 are deeply in-the-money, a possible exercise/sale overhang; hedging/pledging prohibitions mitigate misalignment risks .
- Alignment and safeguards: Ownership guideline (3× salary) with five‑year compliance horizon, robust clawbacks, and prohibited hedging/pledging support alignment; CIC benefits are moderate (2× salary+bonus) and double-trigger under Severance Plan, limiting windfall risk .