William Wulfsohn
MODINE MANUFACTURINGAbout William A. Wulfsohn
Independent director at Modine Manufacturing Company since 2022; age 63. Retired executive with prior roles as Chairman & CEO of Ashland Global (2015–2019), Non‑Executive Chairman of Valvoline (2016–2018), CEO of Carpenter Technology, SVP Coatings at PPG Industries, and VP & GM – Nylon System at Honeywell. The Board has determined he is independent under NYSE standards, and he is designated an Audit Committee financial expert.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ashland Global Holdings | Chairman & CEO | 2015–2019 | Led IPO of Valvoline; governance leadership |
| Valvoline Inc. | Non‑Executive Chairman | 2016–2018 | Established independent public Valvoline corporation |
| Carpenter Technology Corporation | President & CEO; Director | CEO tenure prior to Ashland; Director 2010–2014 | Strategic/M&A, international leadership |
| PPG Industries | SVP, Coatings | Prior to Carpenter | Global coatings leadership |
| Honeywell International | VP & GM – Nylon System | Prior to PPG | Operations leadership |
External Roles
| Organization | Role | Current/Prior | Committees/Impact |
|---|---|---|---|
| Avient Corporation | Director; Audit Committee Chair | Current | Audit Committee chair; financial oversight |
| Anzu SPAC I | Chairman of the Board | 2021–2022 | Board leadership |
| Ashland Global Holdings | Chairman of the Board | 2015–2019 | Board leadership |
| Valvoline Inc. | Chairman of the Board | 2016–2018 | Board leadership |
| Carpenter Technology | Director | 2010–2014 | Board service |
Board Governance
- Committee assignments (FY2025): Audit; Corporate Governance & Nominating; Technology. Not a committee chair. Audit Committee members (Harper‑Chair, Bendza, Patterson, Wulfsohn) designated financially literate and independent; Harper, Bendza, and Wulfsohn qualify as audit committee financial experts.
- Board and committee meeting cadence (FY2025): Board 6; Audit 8; Human Capital & Compensation (HCC) 4; Governance 3; Technology 2. All incumbent directors attended ≥75% of aggregate Board + committee meetings.
- Annual meeting attendance: All directors serving in August 2024 attended the 2024 Annual Meeting of Shareholders.
- Independence: Board determined all directors other than the CEO are independent; Wulfsohn is independent.
- Chairperson: Board Chair is Marsha C. Williams (appointed October 2020).
Fixed Compensation
| Component | FY2024 | FY2025 |
|---|---|---|
| Annual Board cash retainer (policy) | $100,000 (effective July 2023) | $105,000 (effective August 2024) |
| Committee chair fees (policy) | Audit Chair $20,000; HCC Chair $15,000; Governance Chair $12,000; Technology Chair $9,000 | Audit Chair $20,000; HCC Chair $15,000; Governance Chair $12,000; Technology Chair $9,000 |
| Fees paid in cash to Wulfsohn | $97,500 | $103,750 |
| Meeting fees | Not specified; Chairperson receives no attendance fees | Not specified; Chairperson receives additional equity in lieu of attending all committees |
Performance Compensation
| Component | Detail | FY2024 | FY2025 |
|---|---|---|---|
| Equity award (policy) | Annual RSU grant to non‑employee directors; per‑director equity grant value approx $140k (FY2024) and $145k (FY2025). Chairperson receives additional equity (~$120k). Maximum annual value per director under plan: $300k. RSUs vest 1 year from grant unless deferred. | ||
| RSUs granted to Wulfsohn | Annual RSU units granted | 3,427 units (Aug 2023) | 1,320 units (Aug 2024) |
| Vesting/deferral elections | Settlement deferred at director’s election | Wulfsohn elected to defer settlement of Aug 2023 RSUs | Wulfsohn elected to defer settlement of Aug 2024 RSUs |
Note: Modine does not use performance‑based metrics (e.g., revenue/EBITDA/TSR targets) for director compensation; director equity is time‑vested RSUs and may be deferred. No stock options or PSUs were granted to directors in FY2025.
Other Directorships & Interlocks
| Company | Relationship to MOD | Potential Interlock Notes |
|---|---|---|
| Avient Corporation | External board; Audit Chair | No related‑party transactions disclosed involving Wulfsohn; Modine’s policy requires pre‑clearance of transactions with entities where directors serve. |
| Valvoline, Ashland, Carpenter, Anzu SPAC I | Prior roles | Historical roles; no current MOD related‑party transactions disclosed with these entities. |
Expertise & Qualifications
- Business operations leadership; relevant industry; global business; financial expertise; corporate governance; financial markets; strategic planning and execution—areas for which the Board explicitly relies on Wulfsohn’s skills per the skills matrix.
- Audit Committee financial expert designation (SEC definition).
Equity Ownership
| Metric | As of Jun 17, 2024 | As of Jun 23, 2025 |
|---|---|---|
| Direct ownership (shares) | — | 5,957 |
| RSUs vesting within 60 days (shares) | — | 1,320 |
| Total beneficial ownership (incl. RSUs/options within 60 days) | — | 7,277; less than 1% of class |
| Ownership guidelines (directors) | 5× annual cash retainer within 5 years; all directors currently in compliance | 5× annual cash retainer within 5 years; all directors currently in compliance |
| Hedging/pledging policy | Hedging, short sales, pledging prohibited; pre‑clearance + blackout windows for insiders | Hedging, short sales, pledging prohibited; pre‑clearance + blackout windows for insiders |
Governance Assessment
- Committee effectiveness: Service on Audit, Governance, and Technology committees with financial expert status supports board oversight of financial reporting, internal controls, and technology strategy; Audit Committee met eight times in FY2025.
- Independence and attendance: Independent under NYSE rules; met attendance expectations (≥75% of meetings); attended 2024 Annual Meeting, supporting engagement.
- Compensation alignment: Modest cash fees and time‑vested RSUs with deferral elections; no director performance pay, reducing risk of misaligned short‑term incentives.
- Ownership alignment: Documented compliance with 5× retainer guideline; increased direct holdings by FY2025; hedging/pledging prohibited, enhancing alignment.
- Shareholder sentiment: Strong Say‑on‑Pay support—FY2024 >94% (proxy) and FY2025 approval (44.94M For vs 1.54M Against), indicating investor confidence in compensation governance.
- Conflicts/related‑party exposure: No Wulfsohn‑specific related‑party transactions disclosed; Modine enforces strict conflicts policy and annual related‑party questionnaire review.
Appendix: Director Compensation — Amounts Paid
| Component | FY2024 | FY2025 |
|---|---|---|
| Fees Paid in Cash ($) | $97,500 | $103,750 |
| Stock Awards ($) | $139,993 | $144,976 |
| Change in Pension Value ($) | NA | NA |
| Total ($) | $237,493 | $248,726 |
Appendix: Board & Committee Service (FY2025)
| Committee | Membership | # Meetings |
|---|---|---|
| Audit | Member | 8 |
| Human Capital & Compensation (HCC) | Not a member | 4 |
| Corporate Governance & Nominating | Member | 3 |
| Technology | Member | 2 |
Notes on Policies Relevant to Governance
- Non‑employee director equity grants under Amended 2020 Incentive Plan; max annual equity grant value per director $300,000.
- Incentive compensation recovery policies (recoupment and NYSE‑compliant executive officer clawback) in place; equity award timing avoids blackout periods.
- Audit Committee report affirms oversight of auditor independence, financial reporting, and internal control systems.