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Item 9A. Controls and Procedures

2025-05-21 compared with 2024-05-22 · 66 added, 111 removed, 196 unchanged (47% of the section changed)

1 unchanged sentence

Disclosure controls and procedures

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.

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.

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.

consolidated financial statements for the year ended March 31, 2024.

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”).

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

(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.

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;

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.

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:

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.

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;

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.

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, 2025, 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, 2025, the Company’s internal control over financial reporting was effective.

The effectiveness of the Company’s internal control over financial reporting as of March 31, 2025 has been audited by KPMG LLP, an independent registered public accounting firm, as stated in their report which appears herein.

Remediation of previously-identified material weakness

As previously reported, management identified a material weakness as of March 31, 2024 in the Company’s internal control over financial reporting related to IT general controls in Europe for systems supporting the Company’s accounting and financial reporting processes.

Specifically, the Company did not appropriately restrict access to certain systems.

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.

Management has completed the following remediation steps during fiscal 2025 and has concluded that the material weakness has been remediated as of March 31, 2025.

● Engaged resources, including team members from IT and other functional areas, 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;

● Designed and implemented controls to effectively restrict and monitor access to systems that support the Company’s accounting and financial reporting processes.

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.

During the fourth quarter of fiscal 2025, management completed the remediation steps for the previously-identified material weakness, as described above.

There have been no other changes in internal control over financial reporting during the fourth quarter of fiscal 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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.

On March 14, 2025 , Neil.

Brinker , President and Chief Executive Officer of the Company, terminated his Rule 10b5-1 trading plan that had been adopted on December 20, 2024 , and was previously scheduled to expire on December 31, 2025.

Subsequently, on March 24, 2025 , Mr.

Brinker adopted a Stock Sale Plan (the “Plan”) intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act.

The Plan provides for the sale of 3,400 vested restricted stock units, plus 100% of the shares resulting from the vesting of certain currently unvested restricted stock units during the sales period, net of shares surrendered to the Company or sold to cover withholding taxes.

The Plan provides for the sale of shares of Modine common stock subject to a specified formula and other terms and conditions, beginning on July 1, 2025 and ending on March 31, 2026.

During the three months ended March 31, 2025, no other 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.

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS.

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE .

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

The Company incorporates by reference the information appearing in the Company’s Proxy Statement for the 2025 Annual Meeting of Shareholders to be held on August 21, 2025 (the “2025 Annual Meeting Proxy Statement”) under the caption “Election of Directors.”

Executive officers

1 unchanged sentence

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.

The Company incorporates by reference the information appearing in the 2025 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).

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).

These charters are included on the Company’s website, www.modine.com (Investors link).

Audit committee financial expert

13 unchanged sentences

The information appearing in the 2025 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:

Committee Interlocks and Insider Participation,” and “Compensation Committee Report” is incorporated herein by reference.

HCC Committee Interlocks and Insider Participation,” and “Compensation Committee Report” is incorporated herein by reference.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS .

5 unchanged sentences

The following table sets forth required information about equity compensation plans as of March 31, 2025:

Plan Category

Number of shares to

be issued upon exercise

of outstanding options,

warrants or rights

Number of shares

be issued upon

Weighted-average

remaining available for

exercise price of

future issuance

outstanding options,

warrants and rights

Number of shares

remaining available

for future issuance

outstanding options,

(excluding securities

warrants or rights

warrants and rights

reflected in 1st column)

Plan Category

Equity Compensation Plans approved by security holders

Equity Compensation Plans not approved by security holders

Includes shares issuable under the following type of awards:

(a) Includes shares issuable under the following type of awards:

options – 498,216 shares;

restricted stock units – 408,838 shares;

and performance stock assuming target performance – 278,559 shares, regardless of any potential actual

and performance stock assuming target performance – 385,665 shares, regardless of any potential actual payout.

The issuable restricted stock units include 155,200 shares related to vested non-employee director awards, where settlement was elected to be deferred.

The number of shares subject to options were granted under the following plans:

2008 Incentive Plan – 26,587 shares, 2017 Incentive Plan – 71,910 shares, 2020 Incentive Plan –399,719 shares.

Shares issuable under restricted stock

unit awards and performance stock awards were granted under the following plans:

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 – 757,521 shares.

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.

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.

(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.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE .

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Notes to Consolidated Financial Statements

Reports of Independent Registered Public Accounting Firm (KPMG PCAOB ID 185 )

Report of Independent Registered Public Accounting Firm (PricewaterhouseCoopers PCAOB ID 238 )

Report of Independent Registered Public Accounting Firm (KPMG PCAOB ID 185 )

Financial Statement Schedules

4 unchanged sentences

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.

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.

FORM 10-K SUMMARY.

1 unchanged sentence

(A Wisconsin Corporation)

II - VALUATION AND QUALIFYING ACCOUNTS

For the years ended March 31, 2024, 2023 and 2022

(In millions)

from Held for

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

For the years ended March 31, 2025, 2024 and 2023 (In millions)

End of Period

2 unchanged sentences

Valuation Allowance for Deferred Tax Assets

Foreign currency translation and other adjustments.

(a) Foreign currency translation and other adjustments.

Fiscal 2024 amount also includes a decrease from the sale of three automotive businesses based in Germany.

15 unchanged sentences

Exhibit 4(a) to Form 10-K for the fiscal year ended March 31, 2003 (“2003 10-K”)

Amended and Restated Articles of Incorporation, as amended.

See Exhibit 3.1 hereto

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.

33 unchanged sentences

Exhibit 10(y) to 2003 10-K

2008 Incentive Compensation Plan

(Amended and Restated effective May 7, 2014).

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

3 unchanged sentences

Exhibit 10.2 to June 30, 2024 10-Q

Form of Fiscal 2024 Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.

Form of Fiscal 2025 Performance Conditioned Restricted Stock Unit Award Agreement.

Exhibit 10.3 to June 30, 2024 10-Q

Form of Fiscal 2025 Modine Non-Employee Director Restricted Stock Unit Award Agreement with Deferral.

Form of Fiscal 2025 Modine Non-Employee Director Restricted Stock Unit Award Agreement without Deferral.

Exhibit 10.4 to June 30, 2023 10-Q

Change in Control Agreement dated as of June 4, 2021, by and between Modine Manufacturing Company and Neil D.

Change in Control Agreement dated as of June 4, 2021, by

and between Modine Manufacturing Company and Neil D.

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated June 4, 2021

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Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated August 31, 2020

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”)

Offer Letter dated as of July 16, 2021, by and between the Company and Eric S.

3 unchanged sentences

Exhibit 10.3 to September 30, 2021 10-Q

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.

Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated October 19, 2022

Separation Letter Agreement between Adrian I.

Peace and Modine Manufacturing Company effective as of May 16, 2025.

Global Insider Trading Policy.

Exhibit 19 to Registrant's Form 10-K for the fiscal year ended March 31, 2024

List of subsidiaries of the Registrant.

Consent of KPMG LLP.

Consent of PricewaterhouseCoopers LLP.

Rule 13a-14(a)/15d-14(a) Certification of Neil D.

6 unchanged sentences

Lucareli, Executive Vice President, Chief Financial Officer.

Executive Officer Compensation Recovery Policy adopted as of October 19, 2023.

Executive Officer Compensation Recovery Policy adopted as

of October 19, 2023.

Exhibit 97 to Registrant's Form 10-K for the fiscal year ended March 31, 2024

Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document).

4 unchanged sentences

XBRL Taxonomy Extension Presentation Linkbase Document.

Cover page interactive data file (formatted as inline XBRL and contained in Exhibit 101).

Cover page interactive data file (formatted as inline XBRL and contained in Exhibits 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.

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.

1 unchanged sentence

Modine Manufacturing Company

Brinker, President

and Chief Executive Officer

Brinker, President and Chief Executive Officer

(Principal Executive Officer)

7 unchanged sentences

Chairperson, Board of Directors

/s/ Mark Bendza

/s/ Suresh V.

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures