Katherine Harper
MODINE MANUFACTURINGAbout Katherine C. Harper
Katherine C. Harper (age 62) is an independent director of Modine Manufacturing Company, serving since 2022; she is the retired CFO of BDP International (2019–2022) and previously CFO of AgroFresh Solutions and Tronox, with senior roles at Rio Tinto Group . She chairs Modine’s Audit Committee and is designated an audit committee financial expert under SEC rules; she is also a member of the Human Capital & Compensation Committee . She serves on external boards including Sasol Limited (audit and capital committees) and is the Chairperson of Venator Materials PLC (public until 2024) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BDP International | Chief Financial Officer | 2019–2022 | Led finance, compliance, assurance, and enterprise risk management; governance implementation |
| AgroFresh Solutions | Chief Financial Officer | N/A | Oversaw Finance, Strategy, Business Development, and Investor Relations |
| Tronox | SVP & Chief Financial Officer | N/A | Strategic planning and execution; financial leadership |
| Rio Tinto Group | Senior roles | N/A | Global financial and operational experience |
External Roles
| Company | Role | Committees | Notes |
|---|---|---|---|
| Sasol Limited | Director | Audit Committee; Capital Committee | Financial expert experience; global operations exposure |
| Venator Materials PLC | Chairperson of the Board | N/A | Venator was a public company until 2024 |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Harper is independent per NYSE standards .
- Committee assignments: Audit (Chair), Human Capital & Compensation (Member); governance structure emphasizes risk oversight and financial reporting integrity .
- Audit Committee expertise: Harper, Bendza, and Wulfsohn qualify as audit committee financial experts .
- Meeting cadence and attendance: Board held 6 meetings in FY2025; Audit (8), HCC (4), Governance (3), Technology (2). All incumbent directors attended at least 75% of aggregate Board and committee meetings; all directors attended the August 2024 Annual Meeting .
- Section 16(a) compliance: All reporting persons complied during FY2025 .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $105,000 | Non-employee director cash retainer (effective Aug 2024) |
| Audit Committee Chair fee | $20,000 | Additional annual retainer for Audit Chair |
| Fees paid in cash (FY2025) | $123,750 | Actual cash paid to Harper per director compensation table |
Performance Compensation
| Grant Feature | Detail |
|---|---|
| Annual director equity grant (FY2025) | 1,320 RSUs granted Aug 2024; fair value $144,976; vests one year from grant date (settlement can be deferred) |
| Deferral election | Harper elected to defer RSU settlement to a later date |
| Performance metrics tied to director equity | None; RSUs are time-based for directors |
Other Directorships & Interlocks
| Company | Interlock/Relationship to MOD | Disclosure |
|---|---|---|
| Sasol Limited | None disclosed as related-party with MOD | Board affirmed independence; related-party transactions require approval; none disclosed for directors requiring Item 404 disclosure |
| Venator Materials PLC | None disclosed as related-party with MOD | Chair role noted; no interlocking relationships requiring disclosure under SEC rules for HCC |
Expertise & Qualifications
- Global business experience: Extensive cross-industry finance (chemicals, mining, industrial manufacturing, distribution, security services) .
- Financial expertise: Designated audit committee financial expert; deep compliance, assurance, and ERM background .
- Corporate governance expertise: Governance implementation as CFO; active board roles (Sasol committees; Venator Chair) .
- Financial markets and strategic planning: Significant public/private financing experience; strategic planning across prior CFO roles and Rio Tinto .
- Skills matrix: Board relies on Harper for Financial Expertise, Corporate Governance Expertise, Global Business Experience, Financial Markets Experience, Strategic Planning & Execution .
Equity Ownership
| Ownership Detail | Amount | % of Class |
|---|---|---|
| Direct ownership | 14,109 shares | <1% |
| RSUs vesting within 60 days (as of Jun 23, 2025) | 440 units | N/A |
| Total beneficial ownership | 14,549 shares | <1% |
| Director ownership guideline | ≥5x cash retainer within 5 years; all directors currently compliant | |
| Hedging/pledging | Prohibited by Insider Trading Policy (applies to directors and officers) |
Governance Assessment
- Strengths: Independent director; Audit Chair with SEC “financial expert” designation; robust committee engagement (Audit 8 meetings); strong Section 16 compliance; director ownership guidelines met; RSU deferral election aligns incentives with long-term performance; insider policy prohibits hedging/pledging .
- Compensation alignment: Balanced mix of cash retainer and time-based equity; standard chair fees; FY2025 actuals show reasonable pay for responsibilities ($123,750 cash; $144,976 equity) .
- External roles/Conflicts: Active roles at Sasol and Venator provide global energy/chemicals perspective; Board confirms independence and no related-party conflicts disclosed; HCC committee has no interlocks requiring SEC disclosure—mitigates conflict risk .
- Shareholder signals: Company’s 2024 say-on-pay garnered >94% approval, indicating strong investor support for compensation governance broadly (relevant to board oversight credibility) .
- RED FLAGS: None disclosed for Harper regarding related-party transactions, low attendance, hedging/pledging, or Section 16 issues; continue monitoring any future commercial relationships with entities where she holds board roles .