Suresh Garimella
MODINE MANUFACTURINGAbout Suresh V. Garimella
Suresh V. Garimella, age 61, has served on Modine’s Board since 2011 and is currently President of the University of Arizona (appointed October 2024). He is a National Academy of Engineering member and National Academy of Inventors Fellow, with a career focus on electronics thermal management and heat transfer; he holds a B.Tech. (IIT Madras), M.S. (Ohio State), and Ph.D. (UC Berkeley), all in Mechanical Engineering . He previously served as President of the University of Vermont (2019–2024) and has held senior research leadership roles at Purdue University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| University of Arizona | President; University Distinguished Professor of Aerospace and Mechanical Engineering | Appointed Oct 2024 – present | Chief executive responsible for academic, financial, legal, strategic and reputational matters . |
| University of Vermont | President | 2019 – 2024 | Led strategic planning and research growth initiatives . |
| Purdue University | Executive VP for Research & Partnerships; Goodson Distinguished Professor; Director, Cooling Technologies Research Center | 1999 – 2019 | Drove strategic research partnerships and growth; leadership in thermal management research . |
| U.S. Dept. of State; Energy and Climate Partnership of the Americas | Jefferson Science Fellow; Senior Fellow | Various (5-year ECPA service noted) | Federal science and energy/climate policy engagement . |
External Roles
| Organization | Role | Tenure/Notes |
|---|---|---|
| National Science Board (NSF) | Member (since 2018); Chair, Committee on Strategy | Strategic oversight; chaired for four years . |
| Sandia National Laboratories | Chair, Research Advisory Board | Strategic planning for a DOE national lab . |
| National Academy of Engineering | Elected Member | Recognition for engineering contributions . |
| National Academy of Inventors | Fellow | Recognition for innovation . |
| US Council on Competitiveness | Executive Committee member | National competitiveness advocacy . |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent; Dr. Garimella is independent under NYSE rules .
- Committees (FY2025):
- Technology Committee: Chair; committee held 2 meetings .
- Human Capital & Compensation (HCC) Committee: Member; committee held 4 meetings; signatory to HCC Committee Report .
- Not a member of Audit or Governance committees .
- Attendance: All incumbent directors attended at least 75% of aggregate Board and committee meetings in FY2025; Board held 6 meetings .
- Annual Meeting engagement: All directors serving in August 2024 attended the 2024 Annual Meeting .
- Board leadership: Independent Chairperson (Marsha C. Williams) since Oct 2020 .
Fixed Compensation
| Component | FY2024 | FY2025 | Notes |
|---|---|---|---|
| Annual cash retainer (policy) | $100,000 | $105,000 | Effective July 2023 (FY2024) → $100k; effective Aug 2024 (FY2025) → $105k . |
| Committee Chair fees (policy) | Audit $20k; HCC $15k; Governance $12k; Technology $9k | Same as FY2024 | Applies to chairs; Technology Chair fee relevant for Dr. Garimella . |
| Fees paid in cash (actual) | $106,125 | $112,750 | Director-specific cash paid per Director Compensation Tables . |
| Deferral features | Available | Available | Cash and equity deferral available under Non-Employee Director Compensation Policy . |
Performance Compensation
| Equity Metric | Aug 2023 Grant | Aug 2024 Grant | Vesting / Metrics |
|---|---|---|---|
| RSU shares granted to non-employee directors | 3,427 | 1,320 | One-year vesting; Chair received larger grant (not applicable to Garimella) . |
| Stock Awards ($) — fair value reported | $139,993 | $144,976 | Grant date fair value per FASB ASC 718 . |
| Performance conditions | None | None | Director RSUs are time-based; no performance metrics . |
Other Directorships & Interlocks
| Company | Role | Committees | Status |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Dr. Garimella in the MOD proxy . |
- HCC interlocks: Proxy states no interlocking relationships and all HCC members are independent .
Expertise & Qualifications
- Thermal/Technological expertise directly relevant to Modine’s mission (electronics thermal management, heat transfer) .
- Strategic planning and executive leadership across complex institutions; global research partnerships; federal science governance; Board skills matrix flags his technological expertise and strategic execution .
Equity Ownership
| Metric | As of | Amount |
|---|---|---|
| Direct ownership | June 23, 2025 | 93,791 shares . |
| RSUs vesting within 60 days | June 23, 2025 | 1,320 units . |
| Total beneficial ownership | June 23, 2025 | 95,111 shares (less than 1% of class) . |
| Director ownership guideline | Current policy | 5x annual cash retainer within 5 years; all directors in compliance . |
| Hedging/pledging | Policy | Prohibited; pre-clearance and blackout periods apply . |
| Section 16(a) compliance | FY2025 | Company believes all reporting persons complied . |
Recent Insider Transactions (Form 4)
| Date (Txn) | Type | Shares | Price | Post-Txn Holdings | Source |
|---|---|---|---|---|---|
| 2025-08-21 | Award (A) | 1,149 | $0.00 | 96,260 | https://www.sec.gov/Archives/edgar/data/67347/000141588925022864/0001415889-25-022864-index.htm |
| 2025-08-22 | Sale (S) | 1,520 | $135.22 | 94,740 | https://www.sec.gov/Archives/edgar/data/67347/000141588925022864/0001415889-25-022864-index.htm |
- Transaction records retrieved via insider-trades skill (Form 4 feed) on Nov 20, 2025.
Say-on-Pay & Shareholder Feedback (context for HCC member)
- 2024 Say-on-Pay (Aug 15, 2024): For 43,132,304; Against 2,414,174; Abstain 51,257; broker non-votes 2,583,806 . The 2025 proxy also notes “over 94 percent” support in 2024 .
- 2025 Say-on-Pay (Aug 21, 2025): For 44,940,714; Against 1,542,927; Abstain 138,936; broker non-votes 2,224,542 .
Related-Party Transactions and Conflicts
- Policy prohibits related-party enrichment without Audit Committee/Board approval; annual questionnaires and independent reviews performed . No transactions involving Dr. Garimella were disclosed in FY2025 .
- Insider Trading Policy prohibits hedging and pledging; pre-clearance and blackout procedures in place .
Governance Assessment
- Strengths:
- Independent director with deep, directly relevant thermal/technology domain expertise; Technology Committee Chair; HCC member (comp oversight), aligning with Modine’s engineering-centric strategy .
- Solid ownership alignment: meaningful share ownership; director ownership guideline met; hedging/pledging prohibited, reducing misalignment risk .
- Board effectiveness signals: All directors met ≥75% attendance; Board/committees active (6 Board meetings; HCC 4; Tech 2); broad shareholder support for Say-on-Pay in 2024 and 2025 .
- Watch items:
- Significant external commitment as President of the University of Arizona could raise time-allocation questions; however, no attendance shortfall disclosed and he remains in compliance with Board expectations .
- Public scrutiny tied to University of Arizona policy debates in 2025; UA ultimately declined to sign a federal “compact,” with Garimella issuing a principles-based response (reputational sensitivity, no MOD-specific impact disclosed) .
Overall: Independent, technically strong director with relevant committee leadership (Technology Chair) and compensation oversight experience (HCC member). Ownership alignment and governance policies (clawbacks, hedging/pledging bans, director ownership guidelines) mitigate common red flags; no related-party issues disclosed .
Director Compensation Structure Summary (for benchmarking)
| Metric | FY2024 | FY2025 |
|---|---|---|
| Fees Paid in Cash ($) | $106,125 | $112,750 |
| Stock Awards ($) | $139,993 (Aug 2023 grant, 3,427 RSUs) | $144,976 (Aug 2024 grant, 1,320 RSUs) |
| Total ($) | $246,118 | $257,726 |
| Retainer policy | $100,000 | $105,000 |
| Technology Chair fee | $9,000 | $9,000 |
| Equity vesting | 1-year from grant | 1-year from grant |
| Deferral available (cash/equity) | Yes | Yes |
Compensation Committee Practices (context for HCC membership)
- Independent compensation consultants engaged: Farient Advisors (part of FY2025) and Meridian Compensation Partners (latter part of FY2025); both determined independent; no services to the Company .
- No HCC interlocks; members are independent non-employee directors .
RED FLAGS
- None identified in the proxy related to related-party transactions, hedging/pledging, or Section 16(a) compliance for Dr. Garimella .
- Note on external role scrutiny at UA in 2025 is reputational context rather than a MOD-specific governance breach .