Item 9A. Controls and Procedures
ITEM 9A .
CONTROLS AND PROCEDURES .
Disclosure controls and procedures
As of the end of the period covered by this Annual Report on Form 10-K, management of the Company, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the
oversight of the Audit Committee of the Board of Directors, evaluated the effectiveness of the Company’s disclosure controls and procedures, at a reasonable assurance level, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”). Based upon that evaluation, the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer have concluded that the Company’s disclosure controls and procedures were not
effective as of March 31, 2024 due to the material weakness in internal control over financial reporting described in “Management’s report on internal control over financial reporting” below.
In light of the material weakness, management performed additional analysis and other post-closing procedures to ensure the Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles.
Management, including the President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, has concluded that the consolidated financial statements for the periods covered by and included in this Annual Report on Form
10-K are fairly presented in all material respects in accordance with accounting principles generally accepted in the United States of America.
The Company acquired Scott Springfield Mfg. Inc. on March 1, 2024. SEC guidance permits companies to exclude acquisitions from their assessment of internal control over financial reporting during the year of acquisition. The Company excluded
Scott Springfield Mfg. Inc. from its March 31, 2024 assessment of internal control over financial reporting. The Company included total assets of $228 million and net sales of $8 million attributable to Scott Springfield Mfg. Inc. in its
consolidated financial statements for the year ended March 31, 2024.
Management’s report on internal control over financial reporting
Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act. The Company’s internal control over
financial reporting is a process designed by management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the oversight of the Audit Committee of the
Board of Directors, to provide reasonable assurance regarding the reliability of its financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s
internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the
Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets
that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Management, with the participation of the Company’s President and Chief Executive Officer and Executive Vice President, Chief Financial Officer, and under the oversight of the Audit Committee of the Board of Directors, assessed the effectiveness
of the Company’s internal control over financial reporting as of March 31, 2024, based on the criteria set forth in “ Internal Control—Integrated Framework (2013) ” issued by the Committee of Sponsoring
Organizations of the Treadway Commission. Based upon this assessment, management concluded that, as of March 31, 2024, the Company’s internal control over financial reporting was not effective due to the material weakness described below.
A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements
will not be prevented or detected on a timely basis. In connection with the assessment described above, management identified the following material weakness as of March 31, 2024:
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The Company had ineffective information technology (“IT”) general controls (“ITGCs”) in Europe related to systems supporting the Company’s accounting and financial reporting processes. Specifically, the Company did not appropriately restrict
access to certain systems. As a result, automated process-level controls and manual controls that are dependent upon the accuracy and completeness of information derived from those IT systems were also ineffective since they could have been
adversely impacted. The material weakness resulted from an insufficient number of trained resources with the IT expertise necessary to appropriately assess and be accountable for IT-related risks or effectively design, implement, and operate
controls to monitor and restrict access to systems that support the Company’s accounting and financial reporting processes.
The control deficiencies described above created a reasonable possibility that a material misstatement to the consolidated financial statements would not be prevented or detected on a timely basis. Therefore, management concluded that the
deficiencies represent a material weakness in the Company’s internal control over financial reporting as of March 31, 2024.
The Company’s independent registered public accounting firm, KPMG LLP, who audited the consolidated financial statements included in this Annual Report on
Form 10-K, issued an adverse opinion on the operating effectiveness of the Company’s internal control over financial reporting. KPMG LLP’s report appears on page 91 to 92 of this Annual Report on Form 10-K.
Plan for remediation of material weakness in internal control over financial reporting
Management has taken immediate action to fully remediate the material weakness discussed above. Remediation efforts currently underway or substantially complete include:
•
Engaging resources, including current team members, new hires, and external consultants with appropriate expertise to be held accountable for effectively assessing IT-related risks and designing, implementing and operating controls
needed to mitigate those risks; and
•
Designing and implementing controls to effectively restrict and monitor access to systems that support the Company’s accounting and financial reporting processes.
While remediation efforts are underway, the remediated controls must operate effectively for a sufficient period of time and be tested by management in order to consider them remediated and conclude that the design, implementation, and operation
is effective to address the risks of material misstatement.
Changes in internal control over financial reporting
Except for the identification of the material weakness described above, there have been no changes in internal control over financial reporting during the fourth quarter of fiscal 2024 that have materially affected, or are reasonably likely to
materially affect, the Company’s internal control over financial reporting.
ITEM 9B .
OTHER INFORMATION .
During the three months ended March 31, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
ITEM 9C.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.
Not Applicable.
PART III
ITEM 10 .
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .
Directors
The Company incorporates by reference the information appearing in the Company’s Proxy Statement for the 2024 Annual Meeting of Shareholders to be held on August 15, 2024 (the “2024 Annual Meeting Proxy Statement”) under the caption “Election of
Directors.”
Executive officers
The information in response to this Item appears under the caption “Information about our Executive Officers” in this Form 10-K.
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Code of conduct
The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the caption “Corporate Governance – Code of Conduct.” The Company’s Code of Conduct is included on its website, www.modine.com
(About Modine link). We intend to satisfy our disclosure requirements under Item 5.05 of Form 8-K regarding amendments to, or waivers of, any provision of our Code of Conduct that applies to our principal executive, financial and accounting
officers and our directors by posting such information on our website.
Board committee charters
The Board of Directors has approved charters for its Audit Committee, Human Capital and Compensation Committee, Corporate Governance and Nominating Committee and Technology Committee. These charters are included on the Company’s website,
www.modine.com (Investors link).
Audit committee financial expert
The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the caption “Committees of the Board of Directors – Audit Committee.”
Audit committee disclosure
The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the captions “Committees of the Board of Directors – Audit Committee” and “Board Meetings and Committees.”
Guidelines on corporate governance
The Board of Directors has adopted Guidelines on Corporate Governance. The Company’s Guidelines on Corporate Governance are included on its website, www.modine.com (Investors link).
Security holder recommendation of Board nominees
The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the caption “Shareholder Nominations and Recommendations of Director Candidates.”
Delinquent section 16(a) reports
The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the caption “Delinquent Section 16(a) Reports.”
Insider trading policy
The Company incorporates by reference the information appearing in the 2024 Annual Meeting Proxy Statement under the caption “Corporate Governance – Insider Trading Policy.”
ITEM 11 .
EXECUTIVE COMPENSATION .
The information appearing in the 2024 Annual Meeting Proxy Statement under the captions “Compensation Discussion and Analysis,” “Compensation of Directors,” “Committees of the Board of Directors – Human Capital and Compensation Committee: HCC
Committee Interlocks and Insider Participation,” and “Compensation Committee Report” is incorporated herein by reference.
ITEM 12 .
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .
Other than the information below, the information required by this Item 12 is incorporated by reference to the section under the caption “Security Ownership of Certain Beneficial Owners and Management” in the 2024 Annual Meeting Proxy Statement.
Each of the Company’s equity compensation plans, listed below, has been approved by its shareholders:
•
Amended and Restated 2008 Incentive Compensation Plan;
•
2017 Incentive Compensation Plan; and
•
Amended and Restated 2020 Incentive Compensation Plan.
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The following table sets forth required information about equity compensation plans as of March 31, 2024:
Plan Category
Number of shares to
be issued upon exercise
of outstanding options,
warrants or rights
(a)
Weighted-average
exercise price of
outstanding options,
warrants and rights
(b)
Number of shares
remaining available
for future issuance
(excluding securities
reflected in 1st column)
(c)
Equity Compensation Plans approved by security holders
1,594,486
$
12.78
1,787,081
Equity Compensation Plans not approved by security holders
-
-
-
Total
1,594,486
$
12.78
1,787,081
(a)
Includes shares issuable under the following type of awards: options – 629,592 shares; restricted stock units – 686,335 shares; and performance stock assuming target performance – 278,559 shares, regardless of any potential actual
payout. The number of shares subject to options were granted under the following plans: 2008 Incentive Plan – 29,407 shares, 2017 Incentive Plan – 112,925 shares, 2020 Incentive Plan –487,260 shares. Shares issuable under restricted stock
unit awards and performance stock awards were granted under the following plans: 2017 Incentive Plan – 36,982 shares, 2020 Incentive Plan – 927,912 shares.
(b)
The weighted-average exercise price does not take into account awards of restricted stock units or performance stock which do not have an exercise price.
(c)
Includes the number of shares remaining available for future issuance under the Amended and Restated 2020 Incentive Compensation Plan where outstanding performance stock is reported at target performance levels regardless of any
potential actual payout.
ITEM 13 .
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .
The Company incorporates by reference the information contained in the 2024 Annual Meeting Proxy Statement under the captions “Certain Relationships and Related Party Transactions” and “Director Independence.”
ITEM 14 .
PRINCIPAL ACCOUNTANT FEES AND SERVICES .
The Company incorporates by reference the information contained in the 2024 Annual Meeting Proxy Statement under the caption “Independent Auditors’ Fees for Fiscal 2024 and 2023.”
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PART IV
ITEM 15 .
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES .
(a) Documents Filed . The following documents are filed as part of this Report:
Page in Form 10-K
1. The consolidated financial statements of Modine Manufacturing Company and its subsidiaries filed under Item 8:
Consolidated Statements of Operations for the years ended March 31, 2024, 2023 and 2022
45
Consolidated Statements of Comprehensive Income for the years ended March 31, 2024, 2023 and 2022
46
Consolidated Balance Sheets at March 31, 2024 and 2023
47
Consolidated Statements of Cash Flows for the years ended March 31, 2024, 2023 and 2022
48
Consolidated Statements of Shareholders’ Equity for the years ended March 31, 2024, 2023 and 2022
49
Notes to Consolidated Financial Statements
50-88
Reports of Independent Registered Public Accounting Firm (KPMG PCAOB ID 185 )
89-92
Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers PCAOB ID 238 )
93
2. Financial Statement Schedules
The following financial statement schedule should be read in conjunction with the consolidated financial statements set forth in Item 8:
Schedule II -- Valuation and Qualifying Accounts for the years ended March 31, 2024, 2023 and 2022
99
Schedules other than those listed above are omitted because they are not applicable, not required, or because the required information is included in the consolidated financial statements and the notes thereto.
3. Exhibits and Exhibit Index.
100-103
See the Exhibit Index included as the last part of this report, which is incorporated herein by reference. Each management contract and compensatory plan or arrangement required to be filed as an exhibit to this report is identified in
the Exhibit Index by two asterisks following its exhibit number.
ITEM 16.
FORM 10-K SUMMARY.
None.
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MODINE MANUFACTURING COMPANY AND SUBSIDIARIES
(A Wisconsin Corporation)
SCHEDULE
II - VALUATION AND QUALIFYING ACCOUNTS
For the years ended March 31, 2024, 2023 and 2022
(In millions)
Additions
Description
Balance at
Beginning of
Period
Charged
(Benefit) to
Costs and
Expenses
Charged to
Other
Accounts
Reclassified
from Held for
Sale
Balance at
End of Period
2024: Valuation Allowance for Deferred Tax Assets
$
61.6
$
11.9
$
( 10.5
) (a)
$
-
$
63.0
2023: Valuation Allowance for Deferred Tax Assets
$
112.2
$
( 49.7
)
$
( 0.9
) (a)
$
-
$
61.6
2022: Valuation Allowance for Deferred Tax Assets
$
90.7
$
( 4.6
)
$
( 1.0
) (a)
$
27.1
$
112.2
(a)
Foreign currency translation and other adjustments. Fiscal 2024 amount also includes a decrease from the sale of three automotive businesses based in Germany.
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MODINE MANUFACTURING COMPANY
(THE “REGISTRANT”)
(COMMISSION FILE NO. 1-1373)
EXHIBIT INDEX
TO
2024 ANNUAL REPORT ON FORM 10-K
Exhibit No.
Description
Incorporated Herein By
Referenced To
Filed
Herewith
2.1
Share Purchase Agreement made as of February 23, 2024 between Modine Manufacturing (Canada), Ltd., Olympic International Agencies Ltd. and Modine Manufacturing Company.
Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated February 23, 2024
3.1
Amended and Restated Articles of Incorporation, as amended.
Exhibit 3.1 to Form 10-K for the fiscal year ended March 31, 2018
3.2
Bylaws, as amended.
Exhibit 3.1 to Registrant’s Current Report on Form 8-K dated January 19, 2023
4.1
Form of Stock Certificate of the Registrant.
Exhibit 4(a) to Form 10-K for the fiscal year ended March 31, 2003 (“2003 10-K”)
4.2
Amended and Restated Articles of Incorporation, as amended.
See Exhibit 3.1 hereto
4.3*
Amended and Restated Collateral Agency Intercreditor Agreement (the “Original Intercreditor Agreement”) dated as of August 12, 2010 among the Lenders (as defined therein), the Noteholders (as defined therein) and JPMorgan Chase Bank, N.A.
as Collateral Agent.
Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 12, 2010
4.4*
First Amendment to the Original Intercreditor Agreement, among the Lenders, the Note Holders and JPMorgan as Collateral Agent, pursuant to which the Lenders, the Note Holders and JPMorgan amended the Original Intercreditor Agreement.
Exhibit 4.3 to Registrant’s Current Report on Form 8-K dated August 30, 2013
4.5
Credit Facility Agreement among Modine Holding GmbH, Modine Europe GmbH and Deutsche Bank AG dated as of April 27, 2012.
Exhibit 4.10 to Registrant’s Form 10-K for the fiscal year ended March 31, 2012
4.6
Description of Registrant’s securities.
X
4.7
Fourth Amended and Restated Credit Agreement dated as of June 28, 2019.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 28, 2019
4.8
Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of August 6, 2019.
Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2019 (“December 31, 2019 10-Q”)
4.9
First Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of January 31, 2020.
Exhibit 4.2 to December 31, 2019 10-Q
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4.10
First Amendment to Fourth Amended and Restated Credit Agreement dated as of May 19, 2020.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 19, 2020 (“May 19, 2020 8-K”)
4.11
Second Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 19, 2020.
Exhibit 4.2 to May 19, 2020 8-K
4.12
Amendment No. 2 to Fourth Amended and Restated Credit Agreement dated as of May 18, 2021.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated May 18, 2021 (“May 18, 2021 8-K”)
4.13
Third Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of May 18, 2021.
Exhibit 4.2 to May 18, 2021 8-K
4.14
Fifth Amended and Restated Credit Agreement dated as of October 12, 2022.
Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated October 12, 2022
4.15
Fourth Amendment to Second Amended and Restated Note Purchase and Private Shelf Agreement dated as of November 21, 2022.
Exhibit 4.1 to Registrant’s Form 10-Q for the third quarter ended December 31, 2022
10.1**
Director Emeritus Retirement Plan effective April 1, 1992 (and frozen as of July 1, 2000).
Exhibit 10(a) to Registrant’s Form 10-K for the fiscal year ended March 31, 2002
10.2**
Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and officers other than Neil Brinker.
Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2004
10.3**
Executive Supplemental Retirement Plan (as amended).
Exhibit 10(f) to Registrant’s Form 10-K for the fiscal year ended March 31, 2000
10.4**
Deferred Compensation Plan (as amended).
Exhibit 10(y) to 2003 10-K
10.5**
2008 Incentive Compensation Plan
(Amended and Restated effective May 7, 2014).
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 17, 2014
10.6**
Form of Fiscal 2024 Performance Stock Award Agreement.
Exhibit 10.1 to the Registrant’s Form 10-Q for the first quarter ended June 30, 2023 (“June 30, 2023 10-Q”)
10.7**
Form of Fiscal 2024 Restricted Stock Unit Award Agreement.
Exhibit 10.2 to June 30, 2023 10-Q
10.8**
Form of Fiscal 2024 Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.
Exhibit 10.3 to June 30, 2023 10-Q
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10.9**
Form of Fiscal 2024 Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral.
Exhibit 10.4 to June 30, 2023 10-Q
10.10**
Change in Control Agreement dated as of June 4, 2021, by and between Modine Manufacturing Company and Neil D. Brinker.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 4, 2021
10.11**
Amendment No. 1 to Form of Change in Control and Termination Agreement (amended and restated) between the Registrant and Officers other than Neil Brinker.
Exhibit 10.17 to Registrant’s Form 10-K for the fiscal year ended March 31, 2011
10.12**
Supplemental Severance Policy.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 17, 2011
10.13**
2017 Incentive Compensation Plan.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 20, 2017
10.14**
Transition and Separation Agreement between Thomas A. Burke and Modine Manufacturing Company effective as of August 4, 2020.
Exhibit 10.6 to the Registrant’s Form 10-Q for the second quarter ended September 30, 2020
10.15**
[Corrected] Offer Letter dated as of November 10, 2020, by and between the Company and Neil Brinker.
Exhibit 10.1 to the Registrant’s Form 10-Q for the third quarter ended December 31, 2020
10.16**
2020 Incentive Compensation Plan (Amended and Restated effective July 21, 2022).
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated July 21, 2022
10.17**
Form of Retention Letter, effective August 31, 2020, between the Company and Michael B. Lucareli and Brian J. Agen.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2020
10.18**
Offer Letter dated as of July 2, 2021, by and between the Company and Adrian Peace.
Exhibit 10.1 to the Registrant’s Form 10-Q for the second quarter ended September 30, 2021 10-Q (“September 30, 2021 10-Q”)
10.19**
Offer Letter dated as of July 16, 2021, by and between the Company and Eric S. McGinnis.
Exhibit 10.2 to September 30, 2021 10-Q
10.20**
First Amendment to Eric S. McGinnis Offer Letter.
Exhibit 10.3 to September 30, 2021 10-Q
10.21**
Form of Retention Restricted Stock Award Agreement, effective October 19, 2022, between the Company and each of Brian J. Agen, Michael B. Lucareli, Eric S. McGinnis, and Adrian I. Peace.
Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 19, 2022
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19
Global Insider Trading Policy.
X
21
List of subsidiaries of the Registrant.
X
23.1
Consent of KPMG LLP.
X
23.2
Consent of PricewaterhouseCoopers LLP.
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
97
Executive Officer Compensation Recovery Policy adopted as of October 19, 2023.
X
101.INS
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
XBRL Taxonomy Extension Schema.
X
101.CAL
XBRL Taxonomy Extension Calculation Linkbase Document.
X
101.DEF
XBRL Taxonomy Extension Definition Linkbase Document.
X
101.LAB
XBRL Taxonomy Extension Label Linkbase Document.
X
101.PRE
XBRL Taxonomy Extension Presentation Linkbase Document.
X
104
Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101).
*
Pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K, the Registrant has omitted certain agreements with respect to long-term debt not exceeding 10% of consolidated total assets. The Registrant agrees to furnish a copy of any such
agreements to the Securities and Exchange Commission upon request.
**
Denotes management contract or executive compensation plan or arrangement required to be filed as an exhibit pursuant to Item 15 of Form 10-K.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Date: May 22, 2024
Modine Manufacturing Company
By:
/s/ Neil D. Brinker
Neil D. Brinker, President
and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated.
/s/ Neil D. Brinker
Neil D. Brinker
May 22, 2024
President, Chief Executive Officer and Director
(Principal Executive Officer)
/s/ Michael B. Lucareli
Michael B. Lucareli
May 22, 2024
Executive Vice President, Chief Financial Officer
(Principal Financial and Accounting Officer)
/s/ Marsha C. Williams
Marsha C. Williams
May 22, 2024
Chairperson, Board of Directors
/s/ Eric D. Ashleman
May 22, 2024
Eric D. Ashleman
Director
/s/ Suresh V. Garimella
Suresh V. Garimella
May 22, 2024
Director
/s/ Katherine C. Harper
Katherine C. Harper
May 22, 2024
Director
/s/ Christopher W. Patterson
Christopher W. Patterson
May 22, 2024
Director
/s/ David J. Wilson
David J. Wilson
May 22, 2024
Director
/s/ William A. Wulfsohn
William A. Wulfsohn
May 22, 2024
Director
/s/ Christine Y. Yan
Christine Y. Yan
May 22, 2024
Director
104