Erin Roth
Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer at 
MODINE MANUFACTURING
MODINE MANUFACTURINGExecutive
About Erin Roth
Erin J. Roth is Vice President, General Counsel, Corporate Secretary, and Chief Compliance Officer at Modine Manufacturing Company, serving in that role as of July 9, 2025 and signing multiple SEC filings in 2024–2025 in this capacity . Prior experience includes Senior Vice President, General Counsel & Secretary at Wabash National Corporation (2015), evidencing a career track as a public-company chief legal officer overseeing governance and disclosure controls . Company performance during FY2023–FY2025 was strong, with record sales in FY2025 ($2.6B, +7% YoY), record adjusted EBITDA ($392M, +25% YoY), and robust segment results that directly informed incentive metrics (Adjusted EBITDA Margin/Growth and Cash Flow ROI) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Wabash National Corporation | Senior Vice President, General Counsel & Secretary | 2015 | Executed governance actions including amending rights agreement (poison pill) |
External Roles
No public company board roles disclosed for Erin Roth in MOD filings reviewed. (None found in 2023–2025 MOD proxy/8‑K materials) .
Fixed Compensation
| Item | Fiscal 2025 Detail |
|---|---|
| Approved Base Salary | $475,000 |
| MIP Target (as % of Base) | 70% |
| Actual MIP Payout (FY2025) | $812,716 (Corporate plan result at 249% of target) |
Performance Compensation
FY2025 Management Incentive Plan (Corporate)
| Metric | Weight | Threshold | Target | Maximum | Actual | Corporate Payout as % of Target |
|---|---|---|---|---|---|---|
| Adjusted EBITDA Margin | 50% | 9.5% | 12.5% | ≥15.0% | 15.2% | 249% |
| Adjusted EBITDA Growth | 50% | 5.5% | 10.0% | ≥25.0% | 24.8% | 249% |
| Resulting MIP Payout for Erin Roth | — | — | — | — | — | $812,716 |
FY2025–FY2027 LTIP Design and Targets
| Component | Weight | Vesting/Period | Metric | Threshold | Target | Maximum |
|---|---|---|---|---|---|---|
| Performance Share (PS) Awards | 80% of LTIP | Earned after 3-year performance period; vest upon certification | Cash Flow ROI (company-defined) | 8.0% | 12.0% | ≥17.0% |
| Performance Share (PS) Awards | 80% of LTIP | Earned after 3-year performance period; vest upon certification | Avg Annual Adjusted EBITDA Growth | 4.0% | 13.0% | ≥22.0% |
| RSUs | 20% of LTIP | Ratable over 3 years, starting year 1 | Retention | — | — | — |
| Special Performance-Based Retention Grant | Separate FY2025 grant | 3-year “cliff” vesting; payout only if FY2026 12-month trailing Gross Margin goal is achieved | FY2026 Gross Margin | — | Goal-based | — |
Erin Roth FY2025 Equity Grants (May 16, 2024)
| Award Type | Shares/Units |
|---|---|
| RSUs granted | 1,282 |
| PS Awards – Threshold | 1,282 |
| PS Awards – Target | 5,127 |
| PS Awards – Maximum | 12,818 |
| Special Retention RSUs (cliff, contingent on FY2026 GM goal) | 4,577 |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (common shares) | 639 shares (direct), as of June 23, 2025 |
| Stock Ownership Guidelines (Officers) | 3x base salary value by 5th anniversary in role; measured by higher of current price or 3-year average |
| Pledging/Hedging | Prohibited under Insider Trading Policy; pre-clearance and blackout periods apply |
| Clawbacks | Incentive Compensation Recoupment policy (misconduct) and Executive Officer Compensation Recovery policy (NYSE 10D-1 compliant restatement clawback) |
Employment Terms
| Scenario | Cash Payment | Accelerated Vesting (Cash) | Continued Benefits | Total |
|---|---|---|---|---|
| Involuntary Termination (no CIC) | $475,000 | $0 | $25,431 | $500,431 |
| Termination within 12 months of Change in Control (double trigger) | $1,602,784 | $825,677 | $38,146 | $2,466,606 |
- Severance Plan for officer-level executives: one year of base salary paid in installments and Company-paid COBRA for one year (non-CIC); if termination in connection with CIC, two times base salary plus two times target bonus and Company-paid COBRA for 18 months (double-trigger structure) .
Performance & Track Record (Company Context)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Revenues ($USD) | $2,297,900,000 | $2,407,800,000 | $2,583,500,000 |
| EBITDA ($USD) | $207,900,000* | $308,200,000* | $386,800,000* |
*Values retrieved from S&P Global.
- FY2025 highlights: record sales ($2.6B; +7% YoY), record adjusted EBITDA ($392M; +25% YoY), Climate Solutions adjusted EBITDA margin 21% and data center cooling sales +119% to $644M, aligning incentives to Adjusted EBITDA Margin/Growth and Cash Flow ROI .
Compensation Structure Analysis
- Pay-for-performance alignment: MIP metrics (Adjusted EBITDA Margin/Growth) produced a 249% of target corporate payout; Roth’s payout $812,716 reflects exceptional company performance and elevated payout curve introduced for FY2025 (max 250%) .
- Long-term emphasis: FY2025 LTIP tilted heavily to PS awards (80% of LTIP) with higher thresholds and max payouts to reward sustained ROI and EBITDA growth, enhancing long-term alignment .
- Retention incentives: Special FY2025 performance-based RSU grant with a stringent FY2026 gross margin goal and 3-year cliff vest aims to reduce attrition risk among NEOs (excluding CEO) .
- Governance safeguards: Prohibitions on pledging/hedging, formal blackout windows, pre-clearance, and dual clawback regimes mitigate misalignment and misconduct risk .
- Ownership: Beneficial holdings are modest for Roth (639 shares), while officer ownership guidelines require 3x salary by year 5; compliance is monitored annually (no pledging allowed) .
Related Signals, Peer Benchmarking, and Shareholder Feedback
- Compensation peer group and benchmarking: HCC targets median pay positioning vs self-selected industrial/HVAC peers; CEO/CFO benchmarked to peer median, others to broad manufacturing surveys .
- Say‑on‑pay support: >94% approval at 2024 annual meeting ; 2025 vote tallies show continued strong support (For 44,940,714; Against 1,542,927; Abstain 138,936) .
- Insider selling pressure: Company policy imposes blackout windows each quarter and requires pre-clearance, limiting opportunistic trading; hedging/pledging are prohibited .
Investment Implications
- Strong pay-for-performance alignment: Elevated FY2025 corporate MIP payout and PS-heavy LTIP structure tether compensation to profitability, growth, and capital efficiency—supportive for investors prioritizing alignment .
- Retention risk mitigated: Special FY2025 performance-based retention RSUs and competitive benchmarking suggest reduced near-term flight risk among NEOs, contingent on FY2026 margin delivery .
- Change-in-control economics: Double-trigger acceleration and 2x salary + 2x target bonus enhance leadership continuity through strategic events; evaluate potential dilution/accelerated vesting impacts if M&A emerges .
- Governance protections: No pledging/hedging, formal clawbacks, and blackout windows lower adverse trading and misalignment risks; high say-on-pay support indicates shareholder confidence in compensation design .