Marsha Williams
MODINE MANUFACTURINGAbout Marsha C. Williams
Independent director and current Chairperson of the Board at Modine Manufacturing Company. Age 74; director since 1999, Lead Director beginning July 2013, and appointed Chairperson in October 2020 . Retired finance executive: CFO of Orbitz Worldwide (July 2007–December 2010) and EVP/CFO of Equity Office Properties Trust (2002–February 2007), with prior senior roles at Crate & Barrel, Amoco, Carson Pirie Scott & Co., and First National Bank of Chicago . The Board has determined she is independent under NYSE standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Orbitz Worldwide, Inc. | Senior Vice President & Chief Financial Officer | Jul 2007–Dec 2010 | Led finance for a complex global company |
| Equity Office Properties Trust | Executive Vice President & Chief Financial Officer | 2002–Feb 2007 | Oversaw finance for large REIT |
| Crate and Barrel | Chief Administrative Officer | Not disclosed | Senior administrative leadership |
| Amoco Corporation | Vice President & Treasurer | Not disclosed | Corporate finance and treasury |
| Carson Pirie Scott & Co. | Vice President & Treasurer | Not disclosed | Corporate finance and treasury |
| First National Bank of Chicago | Vice President | Not disclosed | Banking and capital markets expertise |
External Roles
| Company | Role | Tenure | Committee Roles |
|---|---|---|---|
| Crown Holdings, Inc. | Director | Current | Not disclosed |
| Fifth Third Bancorp | Director; former Chairperson and Lead Director | 2008–2025 | Board leadership positions |
| Davis Funds | Director | 1999–2024 | Not disclosed |
| Chicago Bridge & Iron N.V. | Director | 1999–2018 | Not disclosed |
| McDermott International, Inc. | Director | 2018–2020 | Not disclosed |
Board Governance
- Chairperson of the Board since October 2020; presides over shareholder meetings, Board meetings, and executive sessions; regularly meets with CEO and attends committee meetings as part of Chair duties .
- Independence: Board determined all directors other than the CEO are independent under NYSE standards; Williams is independent .
- Committees: Governance & Nominating Committee member; not listed on Audit, Human Capital & Compensation (HCC), or Technology Committees in FY2025 .
- Attendance: All incumbent directors attended at least 75% of the aggregate Board/committee meetings in FY2025; Board met 6 times; Audit 8; HCC 4; Governance 3; Technology 2; all directors attended the 2024 Annual Meeting .
- Retirement policy: Bylaws require retirement at the close of the term in which a director attains age 72 unless exempted by two‑thirds Board vote; Williams is age 74 and serving, implying Board exemption under the policy .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee directors) | $105,000 | Effective August 2024 |
| Committee chair cash retainers | Audit $20,000; HCC $15,000; Governance $12,000; Technology $9,000 | Williams is not a committee chair |
| FY2025 cash fees (Williams) | $103,750 | Actual cash paid |
| Director pension plan (frozen) – change in value (Williams) | ($37) | Shown as “0” in table; footnote clarifies negative $37 |
Performance Compensation
| Equity Award | Grant Date | Units/Shares | Grant Date Fair Value | Vesting/Terms |
|---|---|---|---|---|
| RSUs (annual grant – non-employee director) | Aug 2024 | 2,412 | $264,910 | Vests one year from grant; Chair receives additional equity (~$120,000) recognizing broader duties |
| Standard director RSU grant for other directors | Aug 2024 | 1,320 | $144,976 | Comparative baseline for non-Chair directors |
| Equity plan cap | N/A | N/A | $300,000 per year | Maximum value of stock awards per director under 2020 Incentive Plan |
- Deferral elections: Directors may defer cash and/or equity; Williams is not listed among directors who deferred Aug 2024 RSUs (others elected deferral) .
- Clawbacks: Awards under the 2020 Incentive Plan are subject to the Incentive Compensation Recoupment Policy; the separate Executive Compensation Recovery Policy applies to executive officers for restatements .
Other Directorships & Interlocks
- No related-party transactions disclosed involving Williams; Company policy requires disclosure and Board/Audit approval for any related-party transactions; one FY2025 related-party review (A.O. Smith and a Modine executive joining its board) was deemed immaterial and not a conflict; no issues noted for Williams .
- Chairperson role increases engagement and information flow across committees and management, with explicit expectation to attend committee meetings .
Expertise & Qualifications
- Financial expertise: Former CFO roles at Orbitz and Equity Office; deep acumen in complex global companies .
- Corporate governance: Board leadership at Fifth Third; current public company board service (Crown Holdings) .
- Financial markets experience: Senior finance roles and banking background .
- Strategic planning and execution: Led strategic planning in prior executive roles .
- Global business experience: Executive officer and board roles across global companies .
Equity Ownership
| Holder | Direct Shares | RSUs Vesting Within 60 Days of 6/23/2025 | Total Beneficial Ownership | % of Class |
|---|---|---|---|---|
| Marsha C. Williams | 144,038 | 2,412 | 146,450 | <1% |
- Ownership guidelines for directors: 5x annual cash retainer within 5 years of joining the Board; all directors are currently in compliance .
- Hedging/pledging: Directors are prohibited from short sales, hedging, pledging, and margin accounts under Insider Trading Policy .
Governance Assessment
- Board effectiveness: Williams’ long tenure (since 1999) and current Chair role provide continuity, governance leadership, and investor engagement, supported by independence and active involvement in executive sessions and committee meetings as part of Chair duties .
- Alignment: Significant equity holdings and compliance with stock ownership guidelines reinforce shareholder alignment; prohibition on hedging/pledging strengthens alignment .
- Committee roles: Governance Committee membership aligns with her governance and finance background; not on HCC or Audit, which reduces compensation interlock risks .
- Shareholder signals: Strong say‑on‑pay support in 2024 (94%) indicates broad investor confidence in Modine’s compensation governance, indirectly supportive of board oversight quality .
RED FLAGS and Considerations
- Age and retirement policy: Company requires director retirement at 72 unless exempted; Williams is 74 and continuing service, implying Board exemption. While permitted by policy, investors often monitor prolonged exemptions for refreshment and succession balance .
- Tenure: Service since 1999 suggests deep company knowledge but raises typical investor questions on board refreshment and independence over very long horizons; Board affirms independence annually .