Neil Brinker
MODINE MANUFACTURINGAbout Neil Brinker
Neil D. Brinker, age 49, has served as President, Chief Executive Officer, and a director of Modine since 2020, following senior operating roles at Advanced Energy, IDEX, Danaher, and General Motors . Under his tenure, Modine delivered record FY25 results: net sales $2.5835B (+7% y/y), net earnings $185.5M (+14%), and Adjusted EBITDA $392.1M (+25%) . Total shareholder return from April 1, 2020 grew from $100 to $2,361.54, substantially outperforming the S&P MidCap 400 Industrials at $255.04 over the same span . He is not considered an independent director due to his CEO role; Modine maintains an independent Chair (Marsha C. Williams), separating the Chair/CEO roles .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Advanced Energy Industries | President & COO; previously EVP & COO | 2018–2020 | Global P&L, operations, M&A, strategy execution at a diversified industrial technology company |
| IDEX Corporation | Group President; prior leadership roles | 2012–2018 | Led diversified industrial businesses and portfolio transformation |
| Danaher Corporation | Management roles | 2007–2012 | Operating leadership within the Danaher Business System (DBS) environment |
| General Motors | Operations roles | 2001–2007 | Manufacturing and operations management experience |
External Roles
- No additional public company directorships or committee roles disclosed in the proxy biography .
Fixed Compensation
Multi-year compensation (Summary Compensation Table):
| Metric ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 882,750 | 1,009,615 | 1,123,077 |
| Stock Awards (RSUs/PSUs grant-date fair value) | 944,995 | 3,675,008 | 5,175,010 |
| Option Awards | 540,016 | — | — |
| Non-Equity Incentive Plan Compensation (MIP) | 2,414,355 | 3,771,225 | 6,351,989 |
| All Other Compensation | 42,016 | 49,979 | 56,456 |
| Total | 4,824,132 | 8,505,827 | 12,706,532 |
Additional fixed terms:
- Approved base salary rate for FY25: $1,150,000 (from $1,050,000) .
- CEO receives no separate director fees (employees of Modine do not receive board compensation) .
Performance Compensation
Annual cash (MIP)
- Target payout as % of base salary: CEO 140% (raised from 125% for FY25) .
- Metrics/weights: Adjusted EBITDA Margin (50%) and Adjusted EBITDA Growth (50%); threshold 25% of target, max 250% of target .
| Metric (Corporate FY25 MIP) | Weight | Threshold | Target | Maximum | Actual | 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% |
| CEO MIP payout | — | — | — | — | — | $3,921,989 |
Plan-based award opportunity (FY25):
- CEO MIP threshold $393,774; target $1,575,096; max $3,937,740 .
Long-term incentives (LTIP)
- Target LTIP grant value: 450% of base salary = $5,175,000 (approved by Board); mix 80% performance shares (PS), 20% RSUs .
- PS performance metrics/weights (3-year FY25–FY27): Cash Flow ROI (50%), Average Annual Adjusted EBITDA Growth (50%); payout curve Threshold 25%, Target 100%, Max 250% .
| PS Metric | Threshold | Target | Maximum |
|---|---|---|---|
| Cash Flow ROI | 8.0% | 12.0% | ≥17.0% |
| Avg. Annual Adjusted EBITDA Growth | 4.0% | 13.0% | ≥22.0% |
Award sizing/count (granted May 16, 2024):
- RSUs: 9,974 units .
- PS (3-year performance period to Mar 31, 2027): Threshold 9,974; Target 39,896; Maximum 99,740 .
- No stock options were granted in fiscal 2025 .
Vesting schedules and near-term supply
-
RSUs typically vest ratably over 3 years; CEO scheduled vesting as follows : | Vesting date | Brinker RSUs (#) | |---|---:| | May 16, 2025 | 3,291 | | May 31, 2025 | 8,887 | | June 4, 2025 | 10,268 | | June 6, 2025 | 26,166 | | May 16, 2026 | 3,291 | | May 31, 2026 | 9,159 | | May 16, 2027 | 3,392 |
-
FY25 realizations: CEO exercised 22,843 options ($2,427,982 value realized) and had 50,446 shares vest from stock awards ($4,951,775 value) .
Equity Ownership & Alignment
Beneficial ownership (as of June 23, 2025)
| Holding category | Shares |
|---|---|
| Direct ownership | 242,631 |
| Options exercisable within 60 days | 122,476 |
| Total beneficial ownership | 365,107 (<1% of class) |
Outstanding awards (FY25 year-end)
| Instrument | Exercisable | Unexercisable | Exercise price | Expiration | Unvested shares/units | Stated market value basis |
|---|---|---|---|---|---|---|
| Stock options (grant 6/4/31) | 33,327 | 11,112 | $17.79 | 6/4/31 | — | — |
| Stock options (grant 6/6/32) | 51,504 | 26,533 | $12.28 | 6/6/32 | — | — |
| RSUs (unvested) | — | — | — | — | 64,454 | $4,946,845 (valued at $76.75) |
| PS/other unearned | — | — | — | — | 315,204 | $24,191,907 (valued at $76.75) |
Alignment policies and guidelines:
- CEO stock ownership guideline: >5x base salary by 5th anniversary; other executives 3x; reviewed annually .
- Pledging and hedging prohibited for directors and executive officers; margin accounts prohibited; pre-clearance and blackout windows enforced under the Insider Trading Policy .
- Directors’ ownership guideline: ≥5x annual cash retainer in 5 years; all directors currently in compliance .
Employment Terms
Core agreement and severance
- Employment agreement (entered 2020) covers terms and benefits; upon termination without Cause or for Good Reason, CEO receives 2x base salary paid over two years (subject to release) .
- Change-in-Control (CIC) agreement (June 4, 2021): if terminated without Cause or resigns for Good Reason within 24 months post-CIC, Modine pays 2.5x base salary and 2.5x target bonus, plus 18 months of COBRA premiums if elected (subject to release); equity under the 2020 Incentive Plan generally accelerates on a pro rata target basis upon qualifying CIC termination .
Potential payments (as of March 31, 2025)
| Scenario | Cash payment | Accelerated vesting cash value | Continued benefits | Total |
|---|---|---|---|---|
| Death | — | $23,033,059 | N/A | $23,033,059 |
| Disability | — | $23,033,059 | N/A | $23,033,059 |
| Involuntary termination (no CIC) | $2,300,000 | — | N/A | $2,300,000 |
| Termination if Change in Control | $6,812,740 | $15,060,551 | $38,146 | $21,911,436 |
Other governance features:
- Clawbacks: Incentive Compensation Recoupment Policy and Executive Officer Compensation Recovery Policy compliant with NYSE/SEC restatement rules apply to MIP and LTIP awards .
- Excise tax gross-ups: HCC policy provides no 280G gross-ups in future CIC agreements (agreements entered after 2009); gross-up provisions persist only in certain legacy agreements (e.g., CFO’s pre-2009 CIC) .
Board Governance & Service
- Director since 2020 and nominee for a term expiring at the 2028 annual meeting; serves concurrently as President and CEO (not independent) .
- Committee roles: CEO is not a standing member of any Board committee but attends at committee chairs’ discretion; standing committees are Audit, Human Capital & Compensation (HCC), Governance, and Technology .
- Meeting attendance: all incumbent directors attended ≥75% of Board and committee meetings in FY25 .
- Board leadership: independent Chair (Marsha C. Williams) presides over the Board; the company separates Chair and CEO roles .
- Say-on-Pay support: >94% approval at 2024 annual meeting, indicating strong shareholder support for NEO pay program .
Performance Compensation (Detail)
| Pay element | Targeting | Time horizon | FY25 performance measures |
|---|---|---|---|
| Base Salary | ~50th percentile | Annual | Individual factors/role scope |
| MIP (annual cash) | Performance-based | Annual | Adj. EBITDA Margin (50%); Adj. EBITDA Growth (50%) |
| LTIP (PS 80% / RSU 20%) | Performance/retention | 3 years | Cash Flow ROI (50%); 3-yr Avg Annual Adj. EBITDA Growth (50%) |
| FY25 special retention (non-CEO) | Performance-based | 3-year cliff | FY26 12-month trailing Gross Margin goal (CEO excluded) |
Investment Implications
- Incentive alignment: Heavy weighting to Adjusted EBITDA metrics (MIP) and Cash Flow ROI/EBITDA growth (LTIP) ties CEO pay directly to margin expansion, cash generation, and growth that Modine delivered in FY25 (Adj. EBITDA +25%; Cash from ops $213M; FCF $129M), aligning with TSR outperformance .
- Upside potential: Raising MIP payout range to 250% and increasing CEO MIP target to 140% boosts leverage to outperformance; FY25 payout at ~max suggests compensation remains sensitive to multi-metric execution rather than discretion .
- Retention/overhang: Significant unearned PS (315,204 shares) and unvested RSUs (64,454) create strong retention hooks through FY27; near-term RSU vesting dates may produce episodic sell-to-cover flows, moderated by strict pre-clearance and blackout policies .
- Change-in-control risk/reward: Double-trigger CIC benefits (2.5x salary and target bonus plus equity acceleration) are competitive but sizable ($21.9M illustrative total at FY25 values); no excise tax gross-up for post-2009 agreements supports governance quality .
- Governance mitigants: Separate Chair/CEO roles, strong HCC independence, robust clawbacks, ownership guidelines, and bans on hedging/pledging reduce agency risk; strong prior Say-on-Pay support (>94%) lowers risk of shareholder pushback .