MODINE MANUFACTURING CO 10-Q

Item 4. Controls and Procedures. Evaluation Regarding Disclosure Controls and Procedures As of the end of the period covered by this quarterly report on Form 10-Q, management of the Company, under the supervision, and with the participation, of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in Securities Exchange Act Rules 13a-15(e) and 15d-15(e). Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer have concluded that the design and operation of the Company ’s disclosure controls and procedures were effective, at a reasonable assurance level, as of September 30, 2021. Changes in Internal Control Over Financial Reporting There have been no changes in internal control over financial reporting during the second quarter of fiscal 2022 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. PART II. OTHER INFORMATION Item 5. Other Information. As previously announced, effective August 10, 2021, Matthew J. McBurney no longer served in the role of Vice President, Building HVAC of the Company, and effective September 29, 2021, Joel T. Casterton no longer served in the role of Vice President, Heavy Duty Equipment of the Company. The official date of separation for both Mr. McBurney and Mr. Casterton was October 29, 2021. The information in this section is being provided to set forth the material terms of the Company’s separation arrangements with Mr. McBurney and Mr. Casterton, which were definitively determined as of October 31, 2021 and October 29, 2021, respectively. Under the separation arrangement with Mr. McBurney, he is eligible to receive, without limitation, the following benefits: • 52 weeks of severance pay, paid on a bi-weekly basis at the same rate as his annual base salary at the time of his termination (and subject to applicable wage and tax deductions) under the Company’s Supplemental Severance Plan; • A lump-sum cash payment equivalent to 40% of his annual salary and 45% of his prevailing Long-term Incentive Plan (“LTIP”) target, under the terms of the CEO Transition Retention Agreement to which Mr. McBurney was a party; and • The Company will permit Mr. McBurney’s unvested Restricted Stock Units (“RSUs”) granted under the Company’s fiscal year 2019, 2020 and 2021 LTIP and scheduled to vest in 2022 and 2023, unvested Options granted under the fiscal year 2019, 2020 and 2021 LTIP and scheduled to vest in 2022, and a pro-rata portion of his unvested Performance Shares applicable to the fiscal 2020 through 2022 period to continue to vest on their normal vesting schedules, and he will be eligible to receive a pro-rated Management Incentive Plan (“MIP”) payment for fiscal 2022 (if and to the extent approved by the Human Capital and Compensation Committee in the ordinary course). Under the separation arrangement with Mr. Casterton, he is eligible to receive, without limitation, the following: • 52 weeks of severance pay, paid on a bi-weekly basis, at the same rate as his annual base salary at the time of his termination (and subject to applicable wage and tax deductions) under the Company’s Supplemental Severance Plan; and • The Company will permit Mr. Casterton’s unvested RSUs granted under the Company’s fiscal year 2019, 2020 and 2021 LTIP and scheduled to vest in 2022 and 2023, unvested Options granted under the fiscal year 2019, 2020 and 2021 LTIP and scheduled to vest in 2022, and a pro-rata portion of his unvested Performance Shares applicable to the fiscal 2020 through 2022 period to continue to vest on their normal vesting schedule, and he will be eligible to receive a pro-rated MIP payment for fiscal 2022 (if and to the extent approved by the Human Capital and Compensation Committee in the ordinary course). The separation benefits described above are subject to the execution of customary restrictive covenant agreements between the Company and each of Mr. McBurney and Mr. Casterton, respectively, and other customary conditions. The separation arrangements with each of Mr. McBurney and Mr. Casterton are subject to the respective individual’s execution and non-revocation of a general release of claims against the Company, and are qualified in their entirety by the respective terms of the Separation Letter Agreement between the Company and Mr. McBurney, effective as of October 31, 2021, and the Separation Letter Agreement between the Company and Mr. Casterton, effective as of October 29, 2021. 40 Table of Contents Item 6. Exhibits. (a) Exhibits : Exhibit No. Description Incorporated Herein By Reference To Filed Herewith 10.1 Offer Letter dated as of July 2, 2021, by and between the Company and Adrian Peace. X 10.2 Offer Letter dated as of July 16, 2021, by and between the Company and Eric McGinnis. X 10.3 First Amendment to Eric S. McGinnis Offer Letter X 10.4 Form of Fiscal 2022 Modine Non-Employee Director Restricted Stock Unit Award. X 10.5 Form of Make-Whole ISO Award Agreement with Eric McGinnis. X 31.1 Rule 13a-14(a)/15d-14(a) Certification of Neil D. Brinker, President and Chief Executive Officer. X 31.2 Rule 13a-14(a)/15d-14(a) Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer. X 32.1 Section 1350 Certification of Neil D. Brinker, President and Chief Executive Officer. X 32.2 Section 1350 Certification of Michael B. Lucareli, Executive Vice President, Chief Financial Officer. X 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). X 101.SCH Inline XBRL Taxonomy Extension Schema X 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X 10.1.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X 10.1.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) X 41 Table of Contents SIGN ATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. MODINE MANUFACTURING COMPANY (Registrant) By: /s/ Michael B. Lucareli Michael B. Lucareli, Executive Vice President, Chief Financial Officer* Date: November 3, 2021 * Executing as both the principal financial officer and a duly authorized officer of the Company 42