Modine Files Definitive Proxy for 2026 Annual Meeting, Reveals Gentherm Transaction and Executive Pay Details
MOD has more than doubled off its 52-week low of $86.485 on light trading volume (0.4× avg).
Summary
Modine's definitive proxy statement for the August 20, 2026 annual meeting details the pending Gentherm transaction, director elections, and executive compensation, including CEO Neil Brinker's $10.2 million pay package.
Key Events · Corporate Governance and Compliance · MOD
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Annual Meeting Set for August 20, 2026
Shareholders will vote on the election of three directors, advisory approval of executive compensation, and ratification of KPMG as auditor. The meeting will be held virtually.
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Pending Gentherm Transaction Detailed
The proxy outlines the Reverse Morris Trust transaction with Gentherm, expected to close by end of 2026, spinning off the Performance Technologies segment. Equity awards for employees moving to Gentherm will convert to Gentherm stock.
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Executive Compensation Disclosed
CEO Neil Brinker's total compensation for fiscal 2026 was $10.2 million, including $6.1 million in stock awards and a $2.8 million cash incentive. The pay reflects strong company performance, with record sales and adjusted EBITDA.
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Director Nominees and Board Changes
Three directors are nominated for election: Eric Ashleman, Alan Lowe, and Marsha Williams. Director William Wulfsohn will retire, reducing the board to nine members.
Analysis · MOD · Manufacturing
The definitive proxy statement offers shareholders their first comprehensive view of the upcoming annual meeting, covering the election of three directors, an advisory vote on executive compensation, and the ratification of KPMG as auditor. Importantly, it details the pending Reverse Morris Trust transaction with Gentherm, which is expected to close by the end of 2026 and will spin off the Performance Technologies segment. The filing also discloses fiscal 2026 executive compensation, with CEO Neil Brinker's total pay reaching $10.2 million, driven by strong performance and equity awards. The board recommends voting FOR all proposals, and the meeting is scheduled for August 20, 2026. This filing is essential for shareholders to evaluate governance, the strategic transaction, and pay practices ahead of the vote.
How filings like this one have moved
In the 30 days to Aug 23, 2026, 29.3% of the 2856 measured filings Wiseek scored 7 moved their stock by 5% or more by the next session's close. The median move was -0.04%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, MOD was trading at $245.17 on NYSE in the Manufacturing sector, with a market capitalization of approximately $12.9B. The 52-week trading range was $86.48 to $323.25. This filing was assessed with neutral market sentiment and an importance score of 7 out of 10.