ITEM 1 – ELECTION OF DIRECTORS	1
CORPORATE GOVERNANCE	10
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) MATTERS	14
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	15
COMPENSATION DISCUSSION AND ANALYSIS	19
COMPENSATION COMMITTEE REPORT	32
TABLES
2023 Summary Compensation Table	33
Grants of Plan-Based Awards for Fiscal 2023	35
Outstanding Equity Awards at Fiscal Year End	36
Option Exercises and Stock Vested for Fiscal 2023	38
Pension Benefits Table for Fiscal 2023	39
Nonqualified Deferred Compensation Table for Fiscal 2023	40
POTENTIAL POST-EMPLOYMENT PAYMENTS	41
POTENTIAL CHANGE IN CONTROL PAYMENTS AND BENEFITS	42
CEO PAY RATIO	45
PAY VERSUS PERFORMANCE	45
ITEM 2 – ADVISORY APPROVAL OF THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION	48
ITEM 3 – ADVISORY VOTE ON THE FREQUENCY OF SHAREHOLDER ADVISORY VOTES ON THE COMPANY’S NAMED EXECUTIVE OFFICER COMPENSATION	48
ITEM 4 – RATIFICATION OF THE APPOINTMENT OF THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	48
REPORT OF THE AUDIT COMMITTEE	50
DELINQUENT SECTION 16(a) REPORTS	53
ADDITIONAL MATTERS	53
GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	54

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Business operations leadership;

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Relevant industry experience;

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Global business experience;

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Financial expertise;

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Technological expertise;

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Corporate governance expertise;

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Financial markets experience; and

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Strategic planning and execution expertise, including mergers and acquisitions experience.

	Mr. Ashleman	Mr. Brinker	Dr. Garimella	Ms. Harper	Mr. Patterson	Ms. Williams	Mr. Wilson	Mr. Wulfsohn	Ms. Yan
Skills
Business Operations Leadership	X	X			X		X	X	X
Relevant Industry Experience	X	X			X		X		X
Global Business Experience	X	X		X	X	X	X	X	X
Financial Expertise	X			X		X	X	X
Technological Expertise			X				X		X
Corporate Governance Expertise	X			X	X	X		X	X
Financial Markets Experience				X		X		X
Strategic Planning and Execution Expertise	X	X	X	X	X	X	X	X	X
Demographics
Race/Ethnicity
African American
Asian/Pacific Islander			X						X
White/Caucasian	X	X		X	X	X	X	X
Gender
Male	X	X	X		X		X	X
Female				X		X			X

Nominees for Election as Directors with Terms Expiring in 2026:

Eric D. Ashleman Age 56		Current Position:	Chief Executive Officer and President of IDEX Corporation.   Mr. Ashleman became the Chief Executive Officer of IDEX Corporation in December 2020 after becoming President in February 2020.  Since 2008, Mr. Ashleman has served in a variety of capacities at IDEX, which is a developer, designer and manufacturer of fluidics systems and specialty engineered products.  Prior to becoming the Chief Executive Officer and President of IDEX Corporation, Mr. Ashleman served in the following capacities at IDEX: President of Gast Manufacturing; President, Gast Manufacturing and Global Dispensing; Vice President and Group Executive, Fire, Safety and Diversified Segment; Senior Vice President and Group Executive, Health and Science Technology, and Fire, Safety and Diversified Segments; Senior Vice President and Chief Operating Officer; and President and Chief Operating Officer.  Prior to joining IDEX, Mr. Ashleman served as President of Schutt Sports from 2006 to 2008.
Director since 2019		Experience:
		Public Company Directorships:	IDEX Corporation

Specific Attributes and Skills for Mr. Ashleman:

Expertise		Discussion of Skills and Attributes
Business Operations Leadership		Mr. Ashleman has acquired business operations leadership through his many roles at IDEX Corporation, and particularly in his current role as Chief Executive Officer and President, where he is responsible for leading and managing a diversified industrial company.
Relevant Industry Experience		Mr. Ashleman serves as Chief Executive Officer and President of IDEX Corporation, a global, diversified industrial company that manufactures for and sells into numerous markets also served by the Company, including the automotive, energy and industrial sectors.
Global Business Experience		Mr. Ashleman has acquired substantial global business experience through his roles with IDEX Corporation, and particularly in his current role as Chief Executive Officer and President, as he leads and manages a global, diversified industrial company.
Financial Expertise		Mr. Ashleman has acquired significant financial expertise through his roles at IDEX Corporation and through his previous role as President of Schutt Sports.
Corporate Governance Expertise		Through his roles at IDEX Corporation, including as a member of its Board of Directors, and through his previous role as President of Schutt Sports, Mr. Ashleman has obtained considerable corporate governance expertise.
Strategic Planning and Execution Expertise		Mr. Ashleman has developed short- and long-term strategic planning and execution expertise through his numerous roles at IDEX Corporation, and through his previous role as President of Schutt Sports.

Marsha C. Williams Age 72		Current Position:	Retired.
Director since 1999		Experience:	Ms. Williams retired as Senior Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., an online travel company (July 2007 - December 2010).  Prior to joining Orbitz Worldwide, Inc., Ms. Williams was Executive Vice President and Chief Financial Officer (2002 – February 2007) of Equity Office Properties Trust, a real estate investment trust.  Prior to that time, Ms. Williams was Chief Administrative Officer of Crate and Barrel and served as Vice President and Treasurer of Amoco Corporation; Vice President and Treasurer of Carson Pirie Scott & Company; and Vice President of The First National Bank of Chicago.
		Public Company Directorships:	Fifth Third Bancorp; Crown Holdings, Inc.; and Davis Funds
			Ms. Williams was previously a Director for Chicago Bridge & Iron N.V. from 1999-2018, and for McDermott International Inc. from 2018-2020 following its acquisition of Chicago Bridge & Iron N.V.

Specific Attributes and Skills for Ms. Williams:

Expertise		Discussion of Skills and Attributes
Global Business Experience		Ms. Williams was an executive officer of Orbitz Worldwide, Inc. and is currently a director of several public companies with global operations.  In these roles, Ms. Williams has accumulated extensive knowledge of global finance, capital management, internal controls and human resources.
Financial Expertise		As Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., and Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, Ms. Williams gained significant financial acumen relating to complex, global companies.
Corporate Governance Expertise		Ms. Williams serves on the board of several public companies, and is the former Lead Director of the Fifth Third Bancorp Board of Directors.
Financial Markets Experience		As the former Vice President and Chief Financial Officer of Orbitz Worldwide, Inc., Executive Vice President and Chief Financial Officer of Equity Office Properties Trust, and current board member of Fifth Third Bancorp, Ms. Williams has significant experience in the financial markets in which the Company competes for financing.
Strategic Planning and Execution Expertise		Ms. Williams has engaged in all facets of strategic planning and execution, particularly through her roles with Orbitz Worldwide, Inc. and Equity Office Properties Trust.

William A. Wulfsohn Age 61 Director since 2022		Current Position:   Experience:	Former Chairman and Chief Executive Officer of Ashland Global Holdings.   Mr. Wulfsohn served as Chairman and Chief Executive Officer of Ashland Global Holdings, a global leader in providing specialty chemical solutions to customers in a wide range of customer and industrial markets, from 2015 to 2019.  He was also a Director and Non-Executive Chairman of Valvoline Inc., a leading worldwide producer and distributer of premium-branded automotive, commercial and industrial lubricants and automotive chemicals, from 2016 until 2018.  His prior employment includes strategic, M&A and international experience in senior roles, including President and Chief Executive Officer at Carpenter Technology Corporation, Senior Vice President, Coatings at PPG Industries and Vice President and General Manager – Nylon System at Honeywell International Inc.
		Public Company Directorships:	Avient Corporation

Specific Attributes and Skills for Mr. Wulfsohn:

Expertise		Discussion of Skills and Attributes
Business Operations Leadership		Mr. Wulfsohn acquired his business operations experience as the former Chairman & CEO of Ashland Global Holdings.
Global Business Experience		Mr. Wulfsohn acquired extensive executive and leadership experience through his roles with Ashland Global Holding and PPG Industries, each of which has extensive global business operations.
Financial Expertise		Mr. Wulfsohn acquired significant financial expertise through his role at Ashland Global Holdings, where he led an IPO, and through his previous role at Carpenter Technology Corporation.
Corporate Governance Expertise		In his role as Chairman & CEO of Ashland Global Holdings, and through his directorship experience, Mr. Wulfsohn has acquired significant experience in implementing effective corporate governance practices.
Financial Markets Experience		As Chairman & CEO of Ashland Global Holdings and as CEO of Carpenter Technology, Mr. Wulfsohn had significant experience in financial markets and with investors.
Strategic Planning and Execution Expertise		Through his roles at Ashland Global Holdings, Carpenter Technology Corporation, and PPG Industries, Mr. Wulfsohn acquired extensive experience in leading and implementing long- and short-term organizational strategies.

Directors Continuing in Service for Terms Expiring in 2025:

Neil D. Brinker Age 47 Director since 2020

Current Position:   Experience:

President and Chief Executive Officer of Modine since 2020.   Prior to joining Modine, Mr. Brinker was President and Chief Operating Officer of Advanced Energy Industries, Inc. (“AE”) since May of 2020, and joined AE in June of 2018 as its Executive Vice President & Chief Operating Officer.  Before joining AE, Mr. Brinker served as a Group President at IDEX Corporation from July 2015 to June 2018 after holding leadership roles at IDEX from April of 2012 to July 2015.  Mr. Brinker also held numerous management roles at Danaher Corporation from 2007 to 2012, as well as various operations roles at General Motors from 2001 to 2007.

Specific Attributes and Skills for Mr. Brinker:

Expertise		Discussion of Skills and Attributes
Business Operations Leadership		Mr. Brinker serves as President and Chief Executive Officer of the Company. He has obtained substantial business operations leadership experience through his roles at AE, IDEX and Danaher.
Relevant Industry Experience		As an Executive Officer of AE, and a business leader at both IDEX and Danaher, Mr. Brinker has significant experience in leading and transforming diversified industrial companies.
Global Business Experience		At AE, IDEX and Danaher, and now as President and Chief Executive Officer of Modine, Mr. Brinker’s responsibilities have included global oversight of P&L, operations, M&A, human capital and strategy.
Strategic Planning and Execution Expertise		In addition to his direct responsibility for M&A activity at AE, IDEX and Danaher, Mr. Brinker has extensive experience in both setting and overseeing the execution of strategy and growth for diversified industrial companies.

Katherine C. Harper Age 60 Director since 2022		Current Position:   Experience:	Retired.   Ms. Harper retired as Chief Financial Officer of BDP International, a private global logistics and transportation solutions company.  Ms. Harper served in this capacity from 2019 until her retirement in 2022.  Prior to BDP International, Ms. Harper served as Chief Financial Officer of AgroFresh Solutions, a global public agricultural solutions provider, where she oversaw Finance, Strategy, Business Development and Investor Relations.  She was also previously SVP and Chief Financial Officer of Tronox, a global public chemicals and mining company, and held various senior roles with Rio Tinto Group, one of the world’s largest metals and mining corporations.
		Public Company Directorships:	Sasol Limited (South Africa)

Specific Attributes and Skills for Ms. Harper:

Expertise		Discussion of Skills and Attributes
Global Business Experience		Ms. Harper has had a distinguished financial career across many global industries including chemicals, mining, industrial manufacturing, distribution and security services.
Financial Expertise		Ms. Harper is a financial expert with extensive experience in compliance, assurance and enterprise risk management.  In addition, Ms. Harper also serves as a member of the audit committee of Sasol.
Corporate Governance Expertise		In her role as Chief Financial Officer of BDP International, Ms. Harper gained significant experience implementing effective corporate governance practices.  In addition, Ms. Harper currently serves on the board and the audit committee of Sasol Limited.
Financial Markets Experience		As Chief Financial Officer of BDP International, AgroFresh and Tronox, Ms. Harper has significant experience in the public and private financial markets which the companies utilized for financing.
Strategic Planning and Execution Expertise		Ms. Harper has been heavily engaged in strategic planning activities throughout her career, particularly through her role as SVP and Chief Financial Officer of Tronox and roles with Rio Tinto Group.

David J. Wilson Age 54 Director since 2022		Current Position:   Experience:	President and Chief Executive Officer of Columbus McKinnon Corporation.   Mr. Wilson is President and Chief Executive Officer of Columbus McKinnon Corporation, one of the world's largest producers of intelligent motion equipment for lifting, positioning, and securing all kinds of large materials.  Prior to joining Columbus McKinnon, Mr. Wilson led the significant transformation of Flowserve Corporation’s Pumps Division while serving as its President.  Prior to Flowserve, Mr. Wilson served as the President of SPX FLOW’s Industrial Segment and before that, SPX Corporation’s Industrial Segment.
		Public Company Directorships:	Columbus McKinnon Corporation

Specific Attributes and Skills for Mr. Wilson:

Expertise		Discussion of Skills and Attributes
Business Operations Leadership		Mr. Wilson serves as President and Chief Executive Officer of Columbus McKinnon Corporation.  Mr. Wilson also gained significant business operations leadership experience in his roles as President of Flowserve Corporation, President of SPX Flow’s Industrial Segment and President of SPX Corporation’s Industrial Segment.
Relevant Industry Experience		Mr. Wilson has an extensive understanding of highly engineered equipment and technologies, including engineered flow components such as heat pumps and heat exchangers.  Mr. Wilson also has experience in the heating, ventilation and air conditioning markets and the power transmission and generation markets.
Global Business Experience		Mr. Wilson’s experience at SPX included the leadership of multiple global operating businesses along with tenure as an expatriate living in China for six years where he developed extensive global P&L management experience.
Financial Expertise		Mr. Wilson has developed substantial financial expertise through his roles at Columbus McKinnon Corporation, Flowserve Corporation and SPX Corporation.
Technological Experience		Through his engineering background and his roles at Flowserve Corporation and SPX Corporation, Mr. Wilson has acquired significant experience in application-based technology.
Strategic Planning and Execution Expertise		Mr. Wilson has been heavily engaged in strategic planning activities throughout his career, particularly through his numerous roles with SPX where he led several successful corporate development initiatives.

Directors Continuing in Service for Terms Expiring in 2024:
Dr. Suresh V. Garimella Age 59 Director since 2011	Current Position:   Experience:	President, University of Vermont.   Dr. Garimella was appointed President of the University of Vermont (“UVM”) in 2019. Under his leadership, UVM has achieved record enrollment figures and grown its research funding by nearly 50 percent. Since 2018, Dr. Garimella has been a member of the National Science Board (“NSB”), which oversees the National Science Foundation and serves as an independent body of advisers to both the President of the United States and Congress on science and technology policy. He chairs the NSB’s Committee on Strategy. He also serves on the Sandia National Laboratories’ Research Advisory Board, and is a Fellow of the National Academy of Inventors.   From 2014 to 2019, Dr. Garimella was Executive Vice President for Research and Partnerships at Purdue University, where he was Goodson Distinguished Professor of Mechanical Engineering and Founding Director of the Cooling Technologies Research Center. Dr. Garimella also served as a Jefferson Science Fellow at the U.S. Department of State and as a Senior Fellow for Energy and Climate Partnership of the Americas for five years.   Dr. Garimella received his Bachelor of Technology from Indian Institute of Technology, Madras, India, his Master of Science from The Ohio State University, and his Ph.D. from the University of California at Berkeley, all in Mechanical Engineering.

Specific Attributes and Skills for Dr. Garimella:

Expertise		Discussion of Skills and Attributes
Technological Expertise		Dr. Garimella is a renowned expert in thermal management and heat transfer technology, which is central to the success of the Company.
Strategic Planning and Execution Expertise		In his current position, Dr. Garimella is responsible for setting the strategy for the UVM to achieve its mission and vision, all in collaboration with the University’s Board of Trustees.  Dr. Garimella has promoted the UVM’s longstanding commitment to sustainability, a commitment that was underscored in July 2020 when the University’s Board of Trustees voted unanimously to divest the University’s endowment of fossil fuel investments. Previously, he was deeply engaged with the development and execution of Purdue University’s strategic plans and, in particular, the plans relating to the University’s strategic research initiatives and partnerships, both within and outside the United States.  In addition, Dr. Garimella is Chair of the NSBs Committee on Strategy, which is responsible for setting short- and long-term strategy and objectives for the National Science Foundation.

Christopher W. Patterson Age 69 Director since 2010		Current Position:   Experience:	Retired.   Mr. Patterson retired as President and Chief Executive Officer of Daimler Trucks North America LLC, a leading producer of heavy-duty and medium-duty trucks and specialized commercial vehicles in North America.  Mr. Patterson served in this capacity from 2005 until his retirement in 2009.  Prior to this, he held senior positions, including as Senior Vice President, Service & Parts, with Freightliner LLC (predecessor to Daimler Trucks North America), and other international, commercial truck producers.
		Public Company Directorships:	Finning International Inc., Vancouver, B.C. (Canada)

Specific Attributes and Skills for Mr. Patterson:

Expertise		Discussion of Skills and Attributes
Business Operations Leadership		Mr. Patterson gained his business operations leadership experience as President and Chief Executive Officer of Daimler Trucks North America LLC and brings extensive strategic sales and marketing experience to the Company’s Board.

Expertise		Discussion of Skills and Attributes
Relevant Industry Experience		Mr. Patterson has a significant understanding of commercial truck markets and the operations of global commercial vehicle Original Equipment Manufacturers (OEMs).
Global Business Experience		Mr. Patterson’s extensive executive and leadership experience, as described above, gives him valuable insight into the complexities, challenges and issues facing global manufacturing businesses.
Corporate Governance Expertise		Mr. Patterson has significant corporate governance experience from his role as President and Chief Executive Officer of Daimler Trucks North America LLC. In addition, Mr. Patterson serves on the board of another public company and serves on the boards of several privately-held companies.  In these board roles, Mr. Patterson serves on audit and compensation committees, as well as a safety, environment, and social responsibility committee of a publicly traded company. Through these engagements, Mr. Patterson has gained a significant understanding of corporate governance matters.
Strategic Planning and Execution Expertise		Through his many roles at Daimler Trucks North America LLC, and particularly in his position as President and Chief Executive Officer, Mr. Patterson obtained significant experience in establishing and executing on that entity’s short- and long-term strategic plans.

Christine Y. Yan Age 57 Director since 2014		Current Position:   Experience:	Retired.   Ms. Yan retired from Stanley Black & Decker, Inc., a diversified global provider of power and hand tools and, Engineered Fastening Systems, for Automotive and other industries in November 2018. Ms. Yan held several executive roles with the company, including Vice President of Integration, Stanley Black & Decker, Inc.; President of Asia, Stanley Black & Decker, Inc.; President of Storage and Workspace Systems; integration leader of Stanley Engineered Fastening Group; President of the Americas business of Stanley Engineered Fastening; and President of Stanley Engineered Fastening’s Global Automotive business.
		Public Company Directorships:	Onsemi; Ansell Limited; and Cabot Corporation

Specific Attributes and Skills for Ms. Yan:

Expertise		Discussion of Skills and Attributes
Business Operations Leadership		Ms. Yan gained her business operations experience as the leader of various business units within Stanley Black & Decker, Inc.
Relevant Industry Experience		Ms. Yan gained experience in vehicular, electronics and general industrial sectors through her roles as President of Asia of Stanley Black and Decker, President of Americas and President of Global Automotive of Stanley Engineered Fastening.
Global Business Experience		Ms. Yan has gained a significant understanding of a variety of industrial markets through her experience as President of Asia, President of Storage and Workplace Systems, and President of Americas for Stanley Black & Decker, Inc.
Corporate Governance Expertise		In addition to her tenure as a director of Modine, Ms. Yan serves on the board of three other public companies.
Technological Expertise		Ms. Yan’s engineering background and past positions at Stanley Black & Decker, Inc. have provided her with significant exposure to and experience with technologically sophisticated business operations.
Strategic Planning and Execution Expertise		Ms. Yan has acquired substantial expertise in strategic planning as the leader of numerous significant business units within Stanley Black & Decker, Inc.

Name	Audit	HCC	Governance	Technology
Eric D. Ashleman	X		X
Neil D. Brinker
Suresh V. Garimella		X		Chair
Katherine C. Harper	Chair	X
Larry O. Moore		X		X
Christopher W. Patterson	X	Chair
Marsha C. Williams			X
David J. Wilson	X		X
William A. Wulfsohn	X		X
Christine Y. Yan			Chair	X
Total Number of Meetings	8	4	4	2

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Continuing efforts to reduce water and energy consumption in data centers, improving air quality in school and businesses, lowering harmful emissions and enabling cleaner-running vehicles, and using more environmentally friendly refrigerants.

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Purchasing renewable energy at numerous facilities worldwide and piloting solar projects at select locations.

•

Reducing greenhouse gas emissions at our global facilities.

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Achieving our global safety goal to reduce our recordable incident rate by 10 percent annually.

Name and Address of Owner (1)		Number of Shares Owned and Nature of Interest			Percent of Class
BlackRock, Inc. (2) 55 East 52nd St. New York, NY 10055		4,555,269			8.72
Mario J. Gabelli and affiliates (3) One Corporate Center Rye, New York 10580-1435		4,256,649			8.15
Dimensional Fund Advisors LP (4) Building One 6300 Bee Cave Road Austin, Texas, 78746		3,739,861			7.16
Frontier Capital Management Co., LLC (5) 99 Summer Street Boston, MA 02110		3,325,612			6.37
The Vanguard Group (6) 100 Vanguard Blvd. Malvern, PA  19355		2,742,622			5.25

(1)

The number of shares is as of the date the shareholder reported the holdings in filings under the Exchange Act, unless more recent information was provided.  The above beneficial ownership information is based on information furnished by the specified persons and is determined in accordance with Exchange Act Rule 13d-3, and other facts known to the Company.

(2)

Based on Amendment No. 10 to Schedule 13G filed under the Exchange Act on January 25, 2023, BlackRock, Inc. and certain subsidiaries of BlackRock, Inc. have the sole power to vote or direct the vote of 4,338,287 shares and the sole power to dispose or direct the disposition of 4,555,269 shares.

(3)

Based on Amendment No. 3 to Schedule 13D filed under the Exchange Act on October 1, 2021, each reporting person included in the Schedule 13D has the sole power to vote or direct the vote of or the sole power to dispose or direct the disposition of the reported shares as follows: (i) Gabelli Funds, LLC has sole power to vote or direct the vote of or the sole power to dispose or direct the disposition of 880,200 shares; (ii) GAMCO Asset Management Inc. (“GAMCO”) has sole power to vote or direct the vote of 2,886,499 shares and the sole power to dispose or direct the disposition of 3,034,699 shares; and (iii) Teton Advisors, Inc. has sole power to vote or direct the vote and the independent power to dispose or direct the disposition of 341,750 shares.  The other reporting persons listed in Amendment No. 3, which are GGCP, Inc., GAMCO Investors, Inc., Associated Capital Group, Inc. and Mario J. Gabelli have no sole or shared power to vote or direct the vote of or the sole or shared power to dispose or direct the disposition of any shares.  The reporting persons listed in Amendment No. 3 are affiliates of one another.

(4)

Based on Amendment No. 7 to Schedule 13G filed under the Exchange Act on February 10, 2023, Dimensional Fund Advisors LP (“DFA”) has the sole power to vote or direct the vote of 3,672,352 shares and the sole power to dispose or direct the disposition of 3,739,861 shares.  DFA is a registered investment adviser to four investment companies and serves as investment manager or sub-adviser to various other clients (the “Funds”).  In these roles, DFA or its subsidiaries (together, “Dimensional”) may possess voting and/or investment power over securities of the Company that are owned by the Funds, and it may be deemed to be the beneficial owner over such shares. Dimensional disclaims beneficial ownership of such securities.

(5)

Based on Amendment No. 9 to Schedule 13G filed under the Exchange Act on February 14, 2023, Frontier Capital Management Co., LLC has the sole power to vote or direct the vote of 1,970,963 shares and the sole power to dispose or direct the disposition of 3,325,612 shares.

(6)

Based on Amendment No. 9 to Schedule 13G filed under the Exchange Act on February 9, 2023, The Vanguard Group (“Vanguard”) has the shared power to vote or direct the vote of 54,633 shares, the sole power to dispose or direct the disposition of 2,648,218 shares, and shared power to dispose or direct the disposition of 94,404 shares.

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Each director, director-nominee and “named executive officer” (as described below under Compensation Discussion and Analysis); and

•

all directors and executive officers of the Company as a group.

Name		Direct Ownership				Options Exercisable within 60 days of June 23, 2023				Held in 401(k) Retirement Plan				Restricted Stock Units vesting within 60 days of June 23, 2023				Total (1)				Percent of Class
Eric D. Ashleman			40,772				-			NA					10,682				51,454				*
Charles P. Cooley (2)			112,093				-			NA					-				112,093				*
Suresh V. Garimella			80,907				-			NA					10,682				91,589				*
Katherine C. Harper			-				-			NA					10,682				10,682				*
Larry O. Moore			47,091				-			NA					10,682				57,773				*
Christopher W. Patterson			104,033				-			NA					10,682				114,715				*
Marsha C. Williams			170,462				-			NA					18,898				189,360				*
David J. Wilson			-				-			NA					10,682				10,682				*
William A. Wulfsohn			-				-			NA					-				-				*
Christine Y. Yan			57,865				-			NA					10,682				68,547				*
Neil D. Brinker			148,096				59,390				-				-				207,486				*
Michael B. Lucareli			158,004				163,860				971				-				322,835				*
Sylvia A. Stein			30,173				41,643				-				-				71,816				*
Brian J. Agen			59,413				55,279				1,474				-				116,166				*
Eric S. McGinnis			42,534				14,867				-				-				57,401				*
All directors and executive officers as a group (16 persons)			1,056,075				341,810				2,445				93,672				1,494,002				2.86

(1)	Includes shares of common stock issuable upon the exercise of stock options exercisable within 60 days of June 23, 2023, and restricted stock units that vest within 60 days of June 23, 2023.  Such information is not necessarily to be construed as an admission of beneficial ownership.

(2)	Ownership information is based on the Form 4 filed on Mr. Cooley’s behalf on August 27, 2021, the most recent date as of which such information is available to the Company.

Name		Fees Paid in Cash ($)				Stock Awards ($)(1)(2)				Change in Pension Value ($)(3)			Total ($)
Eric D. Ashleman			88,750				130,000			NA				218,750
Charles P. Cooley (4)			25,000				0			NA				25,000
Suresh V. Garimella			96,250				130,000			NA				226,250
Katherine C. Harper			100,000				130,000			NA				230,000
Larry O. Moore			88,750				130,000			NA				218,750
Christopher W. Patterson			101,250				130,000			NA				231,250
Marsha C. Williams			88,750				229,989			0	(5)			318,739
David J. Wilson			88,750				130,000			NA				218,750
William A. Wulfsohn (6)			45,000				0			NA				45,000
Christine Y. Yan			98,750				130,000			NA				228,750

(1)	In July 2022, all of the independent directors at that time, other than Ms. Williams, were granted 10,682 shares of restricted stock units.  As explained above, the Company granted 18,898 shares of restricted stock units to Ms. Williams at the same time.

(2)

Represents the aggregate grant date fair value of stock grants computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718.  The assumptions used to determine the value of the awards are discussed in Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2023.

(3)

Represents the change in pension value between the end of fiscal 2022 and the end of fiscal 2023 under the Modine Manufacturing Company Director Emeritus Retirement Plan.  The change in pension value is solely a result of the change in the interest rate used to calculate the present value of the pension benefit under the Director Emeritus Retirement Plan because no benefits otherwise continue to accrue under that plan.  The Company used discount rates of 5.2 percent and 3.9 percent, respectively, to calculate the present value of the pension benefit obligation at March 31, 2023, and March 31, 2022.

(4)	Mr. Cooley resigned from the Board in July 2022.

(5)	The change in pension value for Ms. Williams was ($366).

(6)	Mr. Wulfsohn joined the Board in September 2022.

•

Neil D. Brinker, President and Chief Executive Officer;

•

Michael B. Lucareli, Executive Vice President, Chief Financial Officer;

•

Sylvia A. Stein, former Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer;

•

Brian J. Agen, Vice President, Human Resources; and

•

Eric S. McGinnis, President, Climate Solutions.

•

Fiscal 2023 was a record year for the Company, with the highest sales and earnings in our history.  Mr. Brinker has successfully focused the organization by simplifying and segmenting the business, strengthening our leadership team and decentralizing operations.  We transitioned to a two-segment structure in fiscal 2023: Performance Technologies and Climate Solutions.

•

Fiscal 2023 net sales were $2.3 billion, a 12 percent increase from the prior year.  Operating income of $150 million increased $31 million from the prior year, primarily driven by higher gross profit on higher sales volume.

•

We reported a record-breaking adjusted EBITDA of $212 million, a 34 percent increase from the prior year, driven by strong earnings growth in both the Climate Solutions and Performance Technologies segments.

•

The Company achieved $108 million of cash flow from operating activities and $57 million of free cash flow, which was a significant improvement over the prior year.

•

The Climate Solutions segment had an outstanding year. Net sales increased 11 percent from the prior year, with sales increases across all product groups.  Gross margin in the Climate Solutions segment improved 380 basis points to 22.1 percent.

•

The Climate Solutions segment converted an existing warehouse in Rockbridge, Virginia to a full-scale chiller manufacturing facility to support Data Center customers in North America, complete with state-of-the art end of line testing capabilities.  Bringing the chiller product to North America allows the Company to provide a complete system solution to our colocation data center customers, expand partnerships and broaden the scope of our capabilities.

•

Performance Technologies segment net sales increased 12 percent from the prior year and gross margin improved 50 basis points to 12.6 percent.

•

Performance Technologies made solid commercial progress with its EVantage™ brand of battery thermal management systems and electronic cooling packages, winning nine new production orders with an incremental increase of $80 million in peak revenue for these orders, for a total of over $140 million.

•

Set CEO and CFO compensation at or near the median of Modine’s Compensation Peer Group and the median of a broad survey of manufacturing companies, weighted equally, and compensation for the other NEOs at or near the median of a broad survey of manufacturing companies in order to meet its objective of offering competitive compensation, utilizing an analysis provided by Farient.

•

Approved three distinct incentive plans under the fiscal 2023 Management Incentive Plan (“MIP”) relative to the Company as a whole and each of the business segments.

•

Approved Adjusted EBITDA Margin and Adjusted EBITDA Growth as the performance metrics for all plans under the fiscal 2023 MIP. These performance goals drive alignment with inherent business characteristics.

•

Approved Average Cash Flow Return on Invested Capital (“Cash Flow ROI”) and Average Annual Adjusted EBITDA Growth as the performance metrics for the Long-Term Incentive Plan (the “LTIP”) for fiscal 2023.

•

Reviewed the composition of the Company’s Compensation Peer Group used for CEO compensation, overall executive pay program design, and the Performance Peer Group used for company performance comparisons.

•

Reviewed the Company’s succession plan for each executive officer and other key employees of the Company.

•

Established compensation for the Board of Directors, utilizing analysis provided by Farient.

•

Reviewed the Company’s guidelines regarding stock ownership requirements for Company officers and members of the Board of Directors and confirmed compliance therewith.

•

Reviewed regulatory, shareholder and market changes, including governance best practices as applicable to the Company.

•

Reviewed CEO pay-for-performance alignment, utilizing analysis provided by Farient.

•

Reviewed strategic human capital and compensation topics including talent assessment processes, organizational design and key talent additions in support of the Company’s transformation.

•

A median compensation positioning strategy that targets total pay as well as each element of compensation at the median of the market, and allows actual compensation to vary from the median based on higher or lower performance, i.e., above median for above-market performance and below median for below-market performance;

•

A significant portion of compensation tied to performance, including short-term and long-term incentives tied to strong financial/operational performance;

•

Use of performance measures for incentives that balance strong growth and returns and provide a direct link to shareholder value over time;

•

A significant weighting on long-term incentives, particularly performance stock or cash; and

•

Share ownership guidelines (described on pages 30-31), requiring that executives be meaningfully invested in the Company’s stock, and therefore be personally invested in the Company’s performance.

•

U.S.-headquartered companies traded on major U.S. exchanges involved in these industries: industrial machinery; construction machinery and heavy trucks; agriculture and farm machinery; auto parts and equipment; electrical components and equipment; and building products (HVAC-related);

•

Companies with revenue between $700 million and $4.5 billion, with proxy pay data size adjusted to approximate pay for a company with revenue of $2.1 billion as estimated at the time of the executive pay benchmarking used to set fiscal 2023 pay; and

•

Technology-intensive companies with a strong focus on OEM suppliers, distributed product expertise and global industrial customers in the vehicular and industrial/commercial (e.g., Heating, ventilation, air conditioning, and refrigeration “HVAC&R”) arena.

Allison Transmission Holdings, Inc.	Lennox International Inc.	Standex International Corporation
Commercial Vehicle Group, Inc.	Meritor, Inc.*	Stoneridge, Inc.
Donaldson Company, Inc.	Mueller Industries, Inc.	Titan International, Inc.
Enerpac Tool Group Corp.	nVent Electric plc	Welbilt, Inc.*
EnerSys Inc.	Regal Rexnord Corporation **	Woodward Inc.
Hubbell Incorporated	SPX Corporation

•

Compensation levels of the Company’s CEO and CFO; and

•

Company’s compensation practices.

•

Compensation is a primary factor in attracting and retaining employees, and the Company can only achieve its goals if it attracts and retains qualified and highly skilled people;

•

All elements of executive compensation, including base salary, targeted annual incentives (cash-based), and targeted long-term incentives (both equity- and cash-based), are set to levels that the HCC Committee believes ensure that executives are fairly, but not excessively, compensated;

•

Strong financial and operational performance is expected, and shareholder value must be preserved and enhanced over time;

•

Compensation must be linked to the interests of shareholders and the most effective means of ensuring this linkage is by granting equity incentives such as stock awards, stock options and performance stock or cash awards;

•

The Company continued to use 80/20 principles in fiscal 2023 to reduce complexity, improve pricing discipline and improve segment profitability. The fiscal 2023 MIP was designed to develop segment-specific incentive plans, and a corporate-wide plan for the Company’s corporate functional employees; and

•

The executive compensation program should reflect the economic condition of the Company, as well as Company performance relative to the Performance Peer Group companies, so that in a year in which the Company underperforms, the compensation of the executive officers should be lower than in years when the Company is achieving or exceeding its objectives.

Pay Element	Competitive Positioning	Program Objectives	Time Horizon	Performance Measures for Fiscal 2023
Base Salary	Compares to 50th percentile, but use of judgment to determine actual pay	Attract and retain key personnel; reward for individual performance	Annual	Individual performance Length of time in the position and overall experience Consistency of performance Changes in job responsibility
Management Incentive Plan		Motivate and reward for achieving objectives	Annual	Adjusted EBITDA Margin % (50%) Adjusted EBITDA Growth (50%)
Long-Term Incentive Plan (% of total Long-Term Incentive Plan Value)	Compares to 50th percentile, but use of judgment to determine actual pay
Performance Cash Awards (45%)		Align executive’s returns with those of shareholders Encourage long-term retention Reward for superior long-term performance	3-year performance period with payout upon results certification	Three-year average Cash Flow ROI (50%)   Three-year Average Annual Adjusted EBITDA Growth (50%)
Retention Restricted Stock Unit Awards (35%)		Reward employees for their continued commitment to the Company	3-year ratable vesting starting on 1st anniversary of grant	Retention
Stock Options (20%)		Focus executives on driving long-term performance	3-year ratable vesting starting on 1st anniversary of grant (10-year term)	Stock price appreciation

Name		Prior Salary			Fiscal 2023 Approved Base Salary			Percent Increase
Mr. Brinker		$835,000			$900,000			7.8%
Mr. Lucareli		$525,000			$577,500			10.0%
Ms. Stein		$381,000			$411,500			8.0%
Mr. Agen		$356,000			$384,500			8.0%
Mr. McGinnis		$415,000			$448,000			8.0%

		Weight	Threshold	Target	Maximum	Actual
	Adjusted EBITDA Margin	50%	8.0%	8.75%	≥10.0%	9.2%
	Adjusted EBITDA Growth	50%	5.0%	10.0%	23.0%	33.5%
	Payout as a % of Target	N/A	10%	100%	200%	169%

		Weight	Threshold	Target	Maximum	Actual
	Adjusted EBITDA Margin	50%	11.5%	12.5%	≥13.5%	14.3%
	Adjusted EBITDA Growth	50%	5.0%	10.0%	17.5%	45.9%
	Payout as a % of Target	N/A	10%	100%	200%	200%

MIP Target Payout for NEOs (Percentage of Base Salary)
	Mr. Brinker	100%
	Mr. Lucareli	75%
	Ms. Stein	60%
	Mr. Agen	60%
	Mr. McGinnis*	65%

		Weight	Threshold	Target	Maximum	Actual
	Cash Flow ROI	50%	7%	10.5%	≥14%	10.2%
	Average Annual Revenue Growth	50%	3%	8.0%	≥13%	7.0%
	Payout as a % of Target	N/A	10%	100%	200%	86%

		Threshold	Target	Maximum
	Cash Flow ROI	7%	10.5%	≥14%
	Average Annual Adjusted EBITDA Growth	2%	7%	≥12%

	Performance	Cash Flow ROI (50%)	Average Annual Adjusted EBITDA Growth (50%)
	Threshold	10% of Target Awards	10% of Target Awards
	Target	100% of Target Awards	100% of Target Awards
	Maximum	200% of Target Awards	200% of Target Awards

LTIP Target Payout for NEOs (Percentage of Base Salary)
	Mr. Brinker	300%
	Mr. Lucareli	175%
	Ms. Stein	110%
	Mr. Agen	100%
	Mr. McGinnis	110%

										Performance Cash Awards
		Shares Subject to Stock Options (#)				Shares of Restricted Stock Units (#)				Threshold				Target				Maximum
Mr. Brinker			78,037				76,954			$	121,500			$	1,215,000			$	2,430,000
Mr. Lucareli			29,210				28,804			$	45,478			$	454,781			$	909,562
Ms. Stein			13,083				12,901			$	20,369			$	203,693			$	407,386
Mr. Agen			11,113				10,959			$	17,303			$	173,025			$	346,050
Mr. McGinnis			14,243				14,046			$	22,176			$	221,760			$	443,520

Name and Principal Position		Fiscal Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation   ($)(4)		Change in Pension Value ($)(5)		All Other Compensation ($)(6)		Total ($)
Neil D. Brinker		2023		882,750		-		944,995		540,016		2,414,355		NA		42,016		4,824,132
President and CEO
		2022		825,846		-		730,618		417,282		-		NA		39,694		2,013,440
		2021		258,462		-		2,090,225		132,033		266,667		NA		183,984		2,931,370
Michael B. Lucareli		2023		563,567		288,750	(7)	1,147,780		202,133		1,162,545		0		27,240		3,392,015
EVP, CFO
		2022		510,615		-		321,554		183,650		-		0		25,099		1,040,918
		2021		514,204		-		520,001		260,212		507,726		14,691		11,653		1,828,486
Sylvia A. Stein		2023		403,406		205,750	(7)	590,514		90,534		534,401		NA		17,505		1,842,110
VP, GC, Corp. Sec. and
Chief Compliance Officer		2022		376,292		-		146,679		83,778		-		NA		18,695		625,443
		2021		344,850		-		145,203		72,658		248,298		NA		9,231		820,240
Brian J. Agen		2023		376,937		192,250	(7)	519,076		76,902		475,951		0		18,037		1,659,153
VP, HR
		2022		351,554		-		112,148		64,049		-		0		17,515		545,266
Eric S. McGinnis		2023		439,242		0		396,483		98,562		703,730		NA		21,018		1,659,035
President, Climate Solutions
		2022		261,769		25,000		889,874		259,379		-		NA		9,893		1,445,915

(1)	The salary amounts include amounts deferred at the NEO’s option through contributions to the Modine 401(k) Retirement   Plan and the Modine Deferred Compensation Plan.

(2)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for retention restricted stock unit awards (inclusive of any Mid-Year Retention Grants and Transition Retention Grants).  The assumptions used to determine the fair value of the awards are discussed in Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2023.

(3)

Represents the aggregate grant date fair value computed in accordance with FASB ASC Topic 718 for grants of stock options.  The assumptions used to determine the value of the options are discussed in Note 5 of the Notes to Consolidated Financial Statements contained in the Company’s Form 10-K for the fiscal year ended March 31, 2023.  The actual value, if any, that an optionee will realize upon the exercise of an option will depend on the excess of the market value of the Company’s common stock over the exercise price on the date the option is exercised, which cannot be determined until the option is exercised.

(4)

The amounts in the “Non-Equity Incentive Plan Compensation” column include payments under the MIP and the performance cash awards for the fiscal 2021 - 2023 performance cycle.  The amount reported in the “Non-Equity Incentive Plan Compensation” column includes the following fiscal 2023 MIP awards: $1,493,538 for Mr. Brinker, $715,345 for Mr. Lucareli, $409,529 for Ms. Stein, $382,658 for Mr. Agen, and $527,370 for Mr. McGinnis.  The amount reported in the “Non-Equity Incentive Plan Compensation” column also includes the following payments on LTIP performance cash awards for fiscal 2021 - 2023: $227,040 for Mr. Brinker (was pro-rated), $447,200 for Mr. Lucareli, $124,872 for Ms. Stein, and $93,293 for Mr. Agen.  Finally, Mr. Brinker’s and Mr. McGinnis’s amounts also include payments on their Make Whole performance cash awards of $693,777 and $176,360, respectively.

(5)

Represents the change in pension value between the end of fiscal 2022 and the end of fiscal 2023 for the NEOs who participate in the Modine Manufacturing Company Pension Plan.  For purposes of calculating the change in benefit values from year to year, the discount rates used to determine the present value of the benefit were 5.2 percent as of March 31, 2023, and 3.9 percent as of March 31, 2022. The change in pension value of the Salaried Pension Plan for Mr. Lucareli and Mr. Agen was ($39,741), and ($27,804), respectively.

•

Company matching contributions to participant accounts in the 401(k) Retirement Plan (“401(k) Company Match”) equal to 100 percent of the amount contributed to the plan by the employee for up to 3 percent of annual income, and 50 percent of the amount contributed to the plan by the employee for up to an additional 3 percent of annual income, subject to the maximum contribution limit to the plan ($20,500 in calendar year 2022 and $22,500 in calendar year 2023);

•

Company contributions to the Deferred Compensation Plan equal to the amount of the Company match on salary that could not be contributed to the 401(k) Retirement Plan, because of statutory limits (“Company Excess Match/Contribution Overflow to Deferred Compensation Plan”);

•

Company payment of long-term disability insurance premiums (“Long-Term Disability Insurance Premiums”);

•

Company payment of life insurance premiums (“Life Insurance Premiums”);

•

Severance payments; and

•

Perquisites and other personal benefits.

Name		401(k) Company Match ($)		Company Excess Match / Contribution Overflow to Deferred Compensation Plan ($)		Long-Term Disability & Life Insurance Premiums ($)		Severance ($)		Perquisites ($)		Total ($)
Neil D. Brinker		14,175		25,324		2,517		-		-		42,016
Michael B. Lucareli		14,543		11,090		1,607		-		-		27,240
Sylvia A. Stein		12,243		4,112		1,150		-		-		17,505
Brian J. Agen		14,021		2,941		1,075				-		18,037
Eric S. McGinnis		14,068		5,698		1,252		-		-		21,018

(7)	Cash portion of award incentive earned under the previously-referenced CEO Transition Retention Agreement Letters.

Name		Grant Date		Estimated Future Payouts  Under Non-Equity Incentive Plan Awards						Estimated Future Payouts of Performance-based  Awards Under  Equity Incentive Plan Awards						All Other Stock Awards; Number of Shares of Stock or Units (#) (1)		All Other Option Awards; Number of Securities Underlying Options (#) (1)		Exercise or Base Price of Option Awards ($/Sh)		Grant Date Fair Value of Stock and Option Awards ($)
				Threshold ($)		Target ($)		Max  ($)		Threshold (#)		Target (#)		Max (#)
Neil D.		NA	(2)	88,375		883,750		1,767,500														NA
Brinker		6/6/22	(3)	121,500		1,215,000		2,430,000														NA
		6/6/22														76,954						944,995
		6/6/22																78,037		12.28		540,016
Michael B.		NA	(2)	42,328		423,281		846,563														NA
Lucareli		6/6/22	(3)	45,478		454,781		909,562														NA
		6/6/22														28,804						353,713
		6/6/22																29,210		12.28		202,133
		8/4/22	(4)													37,626						505,317
		10/19/22	(5)													19,563						288,750
Sylvia A.		NA	(2)	24,233		242,325		484,650														NA
Stein		6/6/22	(3)	20,369		203,693		407,386														NA
		6/6/22														12,901						158,424
		6/6/22																13,083		12.28		90,534
		8/4/22	(4)													16,853						226,336
		10/19/22	(5)													13,940						205,754
Brian J.		NA	(2)	22,643		226,425		452,850														NA
Agen		6/6/22	(3)	17,303		173,025		346,050														NA
		6/6/22														10,959						134,577
		6/6/22																11,113		12.28		76,902
		8/4/22	(4)													14,315						192,250
		10/19/22	(5)													13,025						192,249
Eric S.		NA	(2)	28,584		285,838		571,675														NA
McGinnis		6/6/22	(3)	22,176		221,760		443,520														NA
		6/6/22														14,046						172,485
		6/6/22																14,243		12.28		98,562
		10/19/22	(5)													15,176						223,998

(1)	Stock options and restricted stock units are made under the 2020 Incentive Compensation Plan.

(2)	These are the fiscal 2023 MIP awards, short-term incentive cash awards.

(3)	These are the fiscal 2023 performance cash awards, long-term performance cash awards granted under the fiscal 2023 LTIP for fiscal 2023 - 2025.

(4)	Transition Retention Grants in the form of RSUs that vest 100 percent on the second anniversary of grant.

(5)	Mid-Year Retention RSU grants that vest 100 percent on the one-year grant anniversary.

		Option Awards								Stock Awards
Name		Number of Securities Underlying Unexercised Options Exercisable (#)(1)		Number of Securities Underlying Unexercised Options Unexercisable (#)(1)		Option Exercise Price ($)		Option Expiration Date		Number of Shares or Units of Stock that Have Not Vested (#)(2)		Market Value of Shares or Units of Stock that Have Not Vested ($)(2)		Equity Incentive Plan Awards; Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)(3)		Equity Incentive Plan Awards; Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested ($)(3)
Neil D.		11,420		11,423		11.19		12/1/30		126,271		2,910,547		-		-
Brinker		11,109		33,330		17.79		6/4/31
		-		78,037		12.28		6/6/32
Michael B.		10,651		-		14.94		6/2/24		145,031		3,342,965		-		-
Lucareli		15,285		-		11.39		6/2/25
		27,065		-		10.00		5/31/26
		17,842		-		15.90		6/1/27
		20,131		-		17.90		5/30/28
		22,152		7,385		13.26		5/29/29
		39,188		39,189		6.62		10/2/30
		4,889		14,669		17.79		6/4/31
		-		29,210		12.28		6/6/32
Sylvia A.		8,888		-		17.90		5/30/28		63,585		1,465,634		-		-
Stein		9,777		3,259		13.26		5/29/29
		10,942		10,943		6.62		10/2/30
		2,230		6,692		17.79		6/4/31
		-		13,083		12.28		6/6/32
Brian J.		3,192		-		14.94		6/2/24		53,268		1,227,827		-		-
Agen		4,842		-		11.39		6/2/25
		8,765		-		10.00		5/31/26
		6,847		-		15.90		6/1/27
		6,643		-		17.90		5/30/28
		7,302		2,437		13.26		5/29/29
		8,174		8,177		6.62		10/2/30
		1,705		5,116		17.79		6/4/31
		-		11,113		12.28		6/6/32
Eric S.		8,096		4,173		12.62		8/25/31		46,311		1,067,469		-		-
McGinnis		2,071		6,213		12.62		8/25/31
		-		14,243		12.28		6/6/32

(1)	The options vest in four equal annual installments commencing on the first anniversary of the date of grant, except options awarded in fiscal 2023 vest in three annual installments.

(2)

All of these shares are restricted stock unit awards.  Other than Mid-Year Retention Grants and Transition Retention Grants, all restricted stock units granted prior to fiscal 2023 vest in four equal annual installments commencing one year after the date of grant, and awards granted in fiscal 2023 vest in three annual installments.  The market value of the awards was determined by multiplying the number of restricted stock units by $23.05, the closing price of the Company’s common stock on the NYSE on March 31, 2023 (the last trading day of fiscal 2023).  The Mid-Year Retention Grants vest in full on the one-year anniversary of the date of grant but only if the performance conditions are met and the Transition Retention Grants vest in full on the second anniversary of the date of grant. See Compensation Discussion and Analysis – Equity Incentives – Long-Term Incentive Compensation for a description of retention restricted stock unit awards.

		Shares vesting for
		Neil Brinker (#)		Michael Lucareli (#)		Sylvia Stein (#)		Brian Agen (#)		Eric McGinnis (#)
May 20, 2023		6,719
May 29, 2023				6,205		2,739		2,046
June 4, 2023		10,267		4,518		2,061		1,576
June 6, 2023		25,394		9,505		4,257		3,616		4,635
August 25, 2023										8,852
October 2, 2023				19,637		5,483		4,096
October 19, 2023				19,563		13,940		13,025		15,176
December 1, 2023		5,898
February 23, 2024										4,400
June 4, 2024		10,267		4,518		2,061		1,576
June 6, 2024		25,394		9,505		4,257		3,616		4,635
August 4, 2024				37,626		16,853		14,315
August 25, 2024										1,918
October 2, 2024				19,639		5,485		4,099
December 1, 2024		5,898
June 4, 2025		10,268		4,521		2,062		1,576
June 6, 2025		26,166		9,794		4,387		3,727		4,776
August 25, 2025										1,919

(3)	No performance stock awards remain outstanding.

		Option Awards					Stock Awards
Name		Number of Shares Acquired on Exercise (#)		Value Realized on Exercise ($)			Number of Shares Acquired on Vesting (#)		Value Realized on Vesting ($)
Neil D. Brinker							6,717		55,751	(5)
							10,267		120,329	(6)
							5,898		124,625	(7)
							24,191		642,029	(8)
Michael B. Lucareli		3,783		23,417	(1)		6,202		69,834	(9)
		13,379		196,377	(2)		4,431		49,893	(10)
							4,518		52,951	(6)
							7,691		93,138	(11)
							19,637		254,103	(12)
Sylvia A. Stein							2,737		30,819	(9)
							1,956		22,025	(10)
							2,061		24,155	(6)
							3,395		41,113	(11)
							5,483		70,950	(12)
Brian J. Agen		1,801		10,518	(3)		2,045		23,027	(9)
		3,248		38,889	(4)		1,463		16,473	(10)
							1,576		18,471	(6)
							2,536		30,711	(11)
							4,096		53,002	(12)
Eric S. McGinnis							17,143		139,201	(13)
							8,851		146,572	(14)
							9,447		232,491	(15)
							4,268		105,505	(16)

(1)	Option exercised on June 1, 2022, at $11.94.  The option was granted on June 5, 2012, at a share price of $5.75.

(2)	Option exercised on February 21, 2023, at $25.078019.  The option was granted on June 3, 2013, at a share price of $10.40.

(3)	Option exercised on June 2, 2022, at $11.59.  The option was granted on June 5, 2012, at a share price of $5.75.

(4)	Option exercised on March 30, 2023, at $22.37321.  The option was granted on June 3, 2013, at a share price of $10.40.

(5)	Shares vested on May 20, 2022, at $8.30 per share, the closing price on such date.

(6)	Shares vested on June 4, 2022, at $11.72 per share, the closing price on June 3, 2022.

(7)	Shares vested on December 1, 2022, at $21.13 per share, the closing price on such date.

(8)	Shares vested on March 3, 2023, at $26.54 per share, the closing price on such date.

(9)	Shares vested on May 29, 2022, at $11.26 per share, the closing price on May 27, 2022.

(10)	Shares vested on May 30, 2022, at $11.26 per share, the closing price on May 27, 2022.

(11)	Shares vested on June 8, 2022, at $12.11 per share, the closing price on such date.

(12)	Shares vested on October 2, 2022, at $12.94 per share, the closing price on September 30, 2022.

Name		Plan Name		Number of Years Credited Service (#)		Present Value of Accumulated Benefit ($) (1)		Payments During Last Fiscal Year ($)
Neil D. Brinker		NA		NA		NA		NA
Michael B. Lucareli		Salaried Pension Plan		6.6		162,949		-
Sylvia A. Stein		NA		NA		NA		NA
Brian J. Agen		Salaried Pension Plan		9.3		119,509		-
Eric S. McGinnis		NA		NA		NA		NA

(1)

The Company used the following assumptions to determine the present value of accumulated benefit as set forth in the table above: discount rate of 5.2 percent; Mortality: use of Pri-2012 (70 percent Blue Collar/30 percent White Collar Blend) table projected generationally using scale MP-2021 converging to the 2022 Proxy SSA ultimate improvement factors over 10 years for age and 20 year for cohort (post - retirement decrement only); service up to March 31, 2006 and pay up to December 31, 2007 (the plan froze service accumulation on March 31, 2006 and pay changes on December 31, 2007); employees elect to begin payments as soon as they are eligible to receive unreduced benefits; 80 percent of employees elect lump sums from the qualified plan and 20 percent elect annuities.

Name		Executive Contributions in Last FY ($)(1)		Registrant Contributions in Last FY ($)(2)		Aggregate  Earnings in Last FY ($)		Aggregate Withdrawals / Distributions ($)		Aggregate Balance at Last FYE ($)(3)
Neil D. Brinker		-		25,324		-		-		46,105
Michael B. Lucareli		19,395		11,090		(28,706)		-		542,540
Sylvia A. Stein		5,559		4,112		(2,439)		-		45,290
Brian J. Agen		-		2,941		(901)				20,471
Eric S. McGinnis		-		5,698		63		-		5,761

(1)	Amounts include any deferrals of base salary and such amounts are included in the “Base Salary” column of the Summary Compensation Table.

(2)	Amounts are reported in the Summary Compensation Table.  Company matching contributions that could not otherwise be made to the 401(k) Retirement Plan because of statutory limits are made to the Deferred Compensation Plan.

(3)

All executive contributions and contributions by the Company for fiscal 2023 have been reported in the Summary Compensation Table for the current year (i.e., fiscal 2023).  In addition to the current year, executive contributions and contributions by the Company with respect to Mr. Lucareli for prior years in which Mr. Lucareli was an NEO have been reported in the Summary Compensation Table in prior years.  In total, $172,894 in contributions have been reported for Mr. Lucareli as an NEO in the Summary Compensation Table in prior years.  The remainder of the aggregate balance for Mr. Lucareli in the above column reflects earnings (and losses) on those contributions.  In addition to the current year, the Company has reported $23,750, $28,745 and $2,593 in contributions in the Summary Compensation Table for Mr. Brinker, Ms. Stein, and Mr. Agen, respectively, prior to fiscal 2023.  The remainder of their aggregate balances in the above column reflects contributions prior to their becoming an NEO, if any, and the earnings (and losses) on their contributions. Mr. McGinnis did not make or receive any nonqualified deferred compensation contributions prior to fiscal 2023.

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