Mark Bendza
MODINE MANUFACTURINGAbout Mark Bendza
Mark Bendza, age 49, is an independent director of Modine Manufacturing Company (MOD) since October 1, 2024. He serves as Executive Vice President and Chief Financial Officer of Telos Corporation (TLS), holds an MBA in Finance and Economics from Columbia Business School and a BA in Government from Wesleyan University, and is an executive member of the Latino Corporate Directors Association . He was elected by shareholders to a term running until the 2028 Annual Meeting, receiving strong support in August 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telos Corporation | EVP & CFO | 2021–present | Strategic finance; capital markets; public company CFO |
| Honeywell International | Head of Investor Relations | 2019–2021 | Financial markets engagement; investor relations leadership |
| Northrop Grumman | Executive roles in finance; VP International Business | Not disclosed (prior to 2019) | Global leadership across Europe, Asia, Middle East; M&A exposure |
| Global investment banks (e.g., Morgan Stanley) | M&A, capital markets, corporate credit roles (U.S. and overseas) | 1998–2011 | Transaction execution; international finance |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Telos Corporation | EVP & CFO | 2021–present | No related-party transactions with Modine disclosed |
| Latino Corporate Directors Association | Executive member | Not disclosed | Governance network affiliation |
Board Governance
- Committee memberships: Audit Committee member; not a chair . Audit chair is Katherine C. Harper; the committee met 8 times in FY2025 .
- Financial expert: The Board determined he qualifies as an Audit Committee financial expert under SEC rules .
- Independence: The Board concluded all current directors other than the CEO (Brinker) are independent under NYSE standards, including Bendza .
- Attendance: The Board met six times in FY2025; all incumbent directors attended at least 75% of aggregate Board/committee meetings .
- Governance practices: Majority voting with mandatory resignation bylaw for failed elections; staggered board with three-year terms; retirement at age 72 unless exempted by supermajority Board vote .
Fixed Compensation
| Fiscal Year | Fees Paid in Cash ($) | Stock Awards ($) | Change in Pension Value ($) | Total ($) |
|---|---|---|---|---|
| FY2025 | 52,500 | 0 | NA | 52,500 |
Director compensation policy (effective August 2024):
- Annual cash retainer: $105,000; committee chair retainers: Audit $20,000; HCC $15,000; Governance $12,000; Technology $9,000 .
- Annual equity for non-employee directors: approx. $145,000 in RSUs (1,320 RSUs in Aug 2024), with Board Chair receiving approx. $120,000 additional RSUs (2,412 RSUs for Chair) .
- Deferral options: directors may defer cash fees and/or RSU settlement; several directors elected deferral for Aug 2024 awards (not including Bendza) .
Performance Compensation
- Modine does not tie director pay to performance metrics; director equity is time-based RSUs vesting after one year .
- RSU vesting and grants (Bendza):
- Aug 21, 2025: 1,149 RSUs awarded; settled into common stock after one year, reported on Form 4 .
Other Directorships & Interlocks
- No other public company directorships disclosed for Bendza in the Modine proxy .
- Compensation committee interlocks: None; HCC Committee composed exclusively of independent directors with no interlocking relationships requiring disclosure .
Expertise & Qualifications
- Skills matrix highlights: Relevant Industry Experience; Global Business Experience; Financial Expertise; Financial Markets Experience; Strategic Planning & Execution .
- Education: MBA (Columbia); BA (Wesleyan) .
- International leadership experience across Europe, Korea, Japan, Australia, UAE, Saudi Arabia; substantial M&A and capital markets experience .
Equity Ownership
| As of June 23, 2025 | Direct Ownership | Options Exercisable (60 days) | RSUs Vesting (60 days) | Total | Percent of Class |
|---|---|---|---|---|---|
| Bendza | — | — | — | — | * |
Subsequent insider equity award:
- Aug 21, 2025: 1,149 RSUs granted; time-based one-year conversion to common stock .
Director/Officer ownership alignment policies:
- Directors expected to hold shares equal to at least 5x annual cash retainer within five years of joining the Board; the proxy states all directors are currently in compliance .
- Hedging/pledging prohibited for directors and executive officers under Insider Trading Policy .
Shareholder Vote Signal (Aug 21, 2025)
| Director | For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|---|
| Mark Bendza | 46,141,667 | 447,167 | 33,743 | 2,224,542 |
Say-on-Pay (Advisory) approved:
- For: 44,940,714; Against: 1,542,927; Abstain: 138,936; Broker Non-Votes: 2,224,542 .
Insider Trades (Form 4)
| Date Filed | Transaction Date | Security | Type | Quantity | Price/Terms |
|---|---|---|---|---|---|
| 2025-08-25 | 2025-08-21 | RSUs | Award (A) | 1,149 | Time-based RSUs; one-year conversion to common stock |
Section 16 compliance:
- The company states all reporting persons complied with Section 16(a) in FY2025 .
Governance Assessment
- Independence and financial oversight: Independent director; Audit Committee financial expert; service on Audit (8 meetings in FY2025), including executive sessions with auditors—strengthens financial reporting oversight .
- Engagement: At least 75% attendance threshold met by all incumbent directors in FY2025; Board held six meetings; signals acceptable engagement baseline .
- Ownership alignment: As of June 23, 2025, Bendza had no reported holdings—consistent with his recent appointment; subsequent RSU grant (Aug 2025) enhances alignment; five-year ownership guideline applies and prohibits hedging/pledging (positive) .
- Compensation structure: Director pay is standard cash retainer plus time-based RSUs; no performance metrics for director equity; no meeting fees; no anomalies disclosed .
- Conflicts/related party: No Item 404 related-party transactions disclosed for Bendza; HCC interlocks absent; his executive role at Telos is not identified as a Modine supplier/customer relationship in the proxy .
- Shareholder confidence: Strong “FOR” vote in August 2025 election; Say-on-Pay also approved—positive sentiment signals .
RED FLAGS
- None disclosed specific to Bendza. Note: temporary lack of reported share ownership as of June 23, 2025 reflects new-director timing; ownership guideline compliance measured over five years; hedging/pledging prohibited, reducing alignment risk .