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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(AMENDMENT NO.         )

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Filed by the Registrant  ☒

Filed by a Party other than the Registrant  ☐

Check the appropriate box:

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☐Preliminary Proxy Statement

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☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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☒Definitive Proxy Statement

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☐Definitive Additional Materials

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☐Soliciting Material Pursuant to §240.14a-12

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Modine Manufacturing Company

(Name of Registrant as Specified In Its Charter)

Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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☒No fee required

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☐Fee paid previously with preliminary materials

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☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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EXPLANATORY NOTE REGARDING PENDING TRANSACTION WITH GENTHERM INCORPORATED

On January 29, 2026, Modine Manufacturing Company (the “Company,” “Modine,” “we” or “us”) entered into a definitive agreement (the “Transaction Agreement”) with Gentherm Incorporated (“Gentherm”) pursuant to which Modine’s Performance Technologies relevant business will be combined with Gentherm in a “Reverse Morris Trust” transaction (the “Transaction”). The closing of the Transaction (the “Transaction Closing”) is currently expected to occur on or by the end of calendar 2026, subject to approval by Gentherm shareholders and other closing conditions, including regulatory approvals.

In addition, as described in “Compensation Discussion and Analysis,” Jeremy Patten, President, Performance Technologies, is expected to transition to Gentherm in connection with the Transaction, while Eric McGinnis, President of Climate Solutions, announced his retirement as of June 30, 2026, prior to the Transaction. Compensation decisions relating to Mr. Patten’s and Mr. McGinnis’ roles leading up to the Transaction are detailed in the compensation disclosures included in this proxy statement.

ITEM 1 – ELECTION OF DIRECTORS

The Board of Directors (the “Board of Directors” or the “Board”) of the Company has nominated three current members of the Board, including Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams, to stand for election at the 2026 Annual Meeting of Shareholders (the “Annual Meeting”). William A. Wulfsohn, who was scheduled to stand for election at this meeting, has announced his intention to retire from the Modine Board at the end of his current term and will not stand for reelection. If elected, each director would serve until the 2029 Annual Meeting of Shareholders and the election of his or her successor. The persons appointed as proxies will vote “FOR” the election of these nominees unless instructions to the contrary are given to them. The nominees have indicated they are willing to serve as directors. While it is not anticipated that any of the nominees will be unable to take office, if that happens, the proxies will vote “FOR” the substitute nominee(s) designated by the Board of Directors.

The Company’s Amended and Restated Articles of Incorporation provide that the Board of Directors shall be divided into three classes, as nearly equal in number as possible, serving staggered three-year terms. The Board of Directors currently consists of ten members, with one class consisting of two directors and two classes consisting of four directors each. Following Mr. Wulfsohn’s retirement, the Board will consist of nine members, with one class consisting of two directors, one class consisting of three directors and one class consisting of four directors.

In accordance with the Company’s Bylaws, a director shall hold office until (i) the end of such director’s term and until the director’s successor shall have been elected, (ii) there is a decrease in the allowable number of directors, or (iii) his or her death, resignation, or removal. Vacancies may be filled by the shareholders or the remaining directors. See Selection of Nominees to the Board of Directors below. The Company’s Bylaws require that each director retire at the close of the term in which he or she attains the age of 72 years, unless exempted from the requirement by a resolution passed by a two-thirds vote of the Board of Directors.

In light of the pending Transaction and the importance of maintaining continuity and experienced leadership during this period of strategic transition, the Board of Directors has again determined to exempt Ms. Williams from the retirement age requirements for purposes of her nomination for election at the 2026 Annual Meeting. The Board believes that Ms. Williams’ experience, leadership as Chairperson, and deep knowledge of the Company and its business will continue to be valuable as the Company executes the Transaction and navigates the related transition.

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Qualifications of Modine’s Board of Directors

Qualifications of Modine’s Board of Directors as a Governing Entity

Modine’s Board consists of proven leaders from various industries, disciplines, and end markets who have the knowledge and experience necessary for a deep understanding of Modine, its products, and its businesses. That knowledge and experience has been gained or enhanced in a wide variety of ways, including through years of service on Modine’s Board, employment with industry leaders that have business models and strategies similar to the Company’s or product markets important to the Company, and leadership positions in technologically innovative institutions. The Board benefits from the interplay among a group of directors who have diverse and distinguished backgrounds, which are described in further detail in this section. Modine’s directors are dedicated individuals with high integrity and discipline who have a strong desire to use their skills to govern Modine in a responsible manner.

Individual Qualifications of the Members of Modine’s Board of Directors

The Board of Directors’ Corporate Governance and Nominating Committee (the “Governance Committee”), a committee consisting of five independent directors of the Company, has determined that the Board needs certain specialized expertise as well as broad leadership experience to direct the Company to achieve its strategic goals. The Governance Committee considers the following qualities and experiences to be necessary for the proper functioning of a Board of a responsible, global, diversified industrial company:

In addition, from time to time, the Governance Committee considers additional attributes that are more specific to the Company’s strategic and business emphasis at any given point.

A description of the qualities provided by each Board member is included below with the description of the individual’s experience and public company directorships, all as of June 22, 2026.

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Board Skills Matrix

The chart below summarizes the specific qualifications, attributes, and skills for each continuing director. An “X” in the “Skills” section of the chart below indicates that the item is a specific reason that the director was nominated to serve on the Board. The lack of an “X” does not mean that the director does not possess that qualification or skill. Rather, an “X” indicates a specific area of focus or expertise of a director on which the Board currently relies.

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2026 Nominees for Director

Based upon the recommendation of the Governance Committee, the Board approved the nominations of Mr. Ashleman, Mr. Lowe, and Ms. Williams for election as directors. Each of these directors, as well as Dr. Garimella, Ms. Harper, Ms. Yan, Mr. Wilson, and Mr. Bendza are considered independent under the New York Stock Exchange (“NYSE”) corporate governance listing standards. Mr. Brinker is not considered independent due to his position as President and CEO of the Company. Mr. Lowe was recommended as a director by a third-party search firm following an independent search process, and he was appointed to the Board in July 2025. Mr. Ashleman and Ms. Williams were last elected to the Board in 2023, at which time they each received the support of over 75 percent of the votes cast.

Director Resignation Bylaw

Under the Company’s Bylaws, if an incumbent director fails to receive the affirmative vote of a majority of votes cast in an uncontested election, such director is required to promptly tender his or her resignation to the Board. The Governance Committee will then recommend to the Board whether to accept or reject the tendered resignation, or whether other action should be taken. The Board will act on the recommendation of the Governance Committee and publicly disclose its decision, and the rationale behind its decision, within 90 days from the date of the certification of the results of the election.

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The Board of Directors recommends a vote “FOR”

Eric D. Ashleman, Alan S. Lowe, and Marsha C. Williams.

Vote Required for Approval

Directors in an uncontested election are elected by a majority of the votes cast by holders of shares of the Company’s common stock entitled to vote in the election at a shareholder meeting at which a quorum is present. Because abstentions and broker non-votes are not considered votes cast, they will not have an effect on the vote.

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CORPORATE GOVERNANCE

The Company’s business is managed under the direction of its Board of Directors, pursuant to its Amended and Restated Articles of Incorporation, its Bylaws, and the laws of the State of Wisconsin. Members of the Board of Directors are kept informed of the Company’s operations through discussions with the CEO and key members of management, by reviewing materials provided to them, and by participating in meetings of the Board of Directors and its committees.

The Company reviews and evaluates its corporate governance policies and practices, particularly in light of the rules of the Securities and Exchange Commission (“SEC”) and the NYSE, and believes that its current policies and practices meet these requirements. The Company’s corporate governance policies, including its Guidelines on Corporate Governance and charters for committees of the Board, are available on its website, www.modine.com, and are also available in print to any shareholder or other interested person upon request.

Code of Conduct

The Company’s Code of Conduct summarizes the compliance and ethical standards and expectations the Company has for all its employees (including the principal executive officer, principal financial officer, and principal accounting officer) and directors with respect to their conduct in furtherance of Company business. It contains procedures for reporting suspected violations of the Code of Conduct, including procedures for the reporting of questionable accounting or auditing matters or other concerns regarding accounting, internal accounting controls or auditing matters. The Company has established a Business Ethics Program that includes an Internet and phone Helpline through which employees and others may report concerns regarding such matters in confidence and, if desired, anonymously. A copy of the Code of Conduct, and more information about the Business Ethics Program, is available on the Company’s website, www.modine.com. These materials are also available in print to any shareholder or other interested person upon request. If we make any substantive amendment to the Code of Conduct, we will disclose the nature of such amendment on our website or in a current report on Form 8-K. In addition, if the Board of Directors grants a waiver of the Code of Conduct to an executive officer or director, we will disclose the nature of such waiver on our website, in a press release or in a current report on Form 8-K.

Insider Trading Policy

Upon the recommendation of the Company’s Business Ethics Committee, and approval of the Board of Directors, the Company has adopted an Insider Trading Policy (the “Policy”) to promote compliance with laws that prohibit certain persons who are aware of material nonpublic information about a company from: (i) trading in securities of that company; or (ii) providing material nonpublic information to other persons who may trade on the basis of that information. Covered Individuals under the Policy include the Company’s and its subsidiaries’ employees, directors, certain family members of employees and directors, and certain entities influenced or controlled by an employee or director. The Company follows the principle that it cannot engage in transactions in its own securities while in possession of material nonpublic information. The Policy applies to transactions in Company securities, including the Company’s common stock, options to purchase common stock, or any other type of securities that the Company may issue. The Policy generally states that no Covered Individual who is aware of Material Nonpublic Information (as defined in the Policy) relating to the Company may, directly, or indirectly: (i) engage in transactions in Company securities (except for certain transactions under the Company’s 401(k) Plan and in accordance with properly adopted Rule 10b5-1 plans); (ii) recommend to another the purchase or sale of Company securities, (iii) disclose Material Nonpublic Information, unless any such disclosure is made in accordance with the Company’s policies regarding the protection or authorized external disclosure of such information regarding the Company, or (iv) assist anyone engaged in the above activities. Additionally, to assist the Company in the administration of this Policy and to avoid the appearance of any impropriety, the Company has adopted: (i) pre-clearance procedures that must be followed before directors and officers subject to Section 16 under the Securities Exchange Act of 1934, as amended, may engage in any transaction in Company securities, and (ii) blackout periods beginning on the

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first day of each fiscal quarter and ending on the morning of the second business day following the date of the public release of the Company’s earnings results for that quarter during which those individuals subject to the pre-clearance procedures may not engage in any transaction in Company securities. The Policy also prohibits Covered Individuals from engaging in short sales, hedging transactions, short swing trading, pledging transactions, or standing and limit orders with respect to Company securities.

A copy of our Insider Trading Policy is incorporated by reference into our Annual Report on Form 10-K for the year ended March 31, 2026.

Director Independence

The Company’s Guidelines on Corporate Governance require that a majority of the Board’s members be independent. The Company also believes it is in its best interest to have the President and CEO of the Company serve as a director. At a minimum, to qualify as “independent,” a director must meet the independence standards of the NYSE. The Governance Committee assesses independence regularly, and each director is responsible for bringing any changes in their status that may affect their independence to the attention of the Governance Committee. In addition, on an annual basis the directors complete a questionnaire prepared by the Company that is designed to elicit information that the Board uses to assess director independence. At least annually, the Board reviews the relationships that each director has with the Company. Only those directors that the Board affirmatively determines have no material relationship with the Company, and who do not have any of the relationships that prevent independence under the standards of the NYSE, are considered to be independent directors.

The Board has determined that all the current directors, other than Mr. Brinker, are independent within the meaning of the listing standards of the NYSE. The Board concluded that none of these directors has any of the relationships with the Company set forth in the NYSE listing standards or any other business or other relationships with the Company that would preclude a determination of his or her independence. Mr. Brinker is not independent due to his position as President and CEO of the Company.

Certain Relationships and Related Party Transactions

The Code requires that all officers, employees, and directors of the Company avoid any situation that conflicts with the proper discharge of his or her responsibility to the Company or that impairs his or her ability to exercise independence of judgment with respect to the transactions in which he or she is involved for the Company. Significant transactions with the Company’s officers, employees or directors, their relatives, or enterprises in which they have material interests, are not permitted unless such transactions are fully disclosed and approved by the Board of Directors or the Audit Committee as being in the best interest of the Company.

Moreover, the Company’s Conflicts of Interest Global Policy requires disclosure and pre-clearance with the Company’s Business Ethics Committee or, in the case of the officers of the Company, the Audit Committee of transactions in which an employee or director of the Company, or the immediate family of any employee or director of the Company, may be personally enriched.

Modine is a large global organization that engages in thousands of purchases, sales, and other transactions annually. Modine may enter into purchase and sale transactions with other companies, universities, and entities in which members of the Board of Directors are employed or of which they are members of the board of directors. Modine enters into these arrangements in the ordinary course of business and at competitive prices and terms. The Company anticipates that similar transactions may occur in the fiscal year ending March 31, 2027.

At the end of each fiscal year, each director and officer must respond to a questionnaire that requires him or her to identify certain information about his or her immediate family and any transaction or relationship that occurred during the year or any proposed transaction that involves Modine (or any subsidiary or affiliate of

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Modine) and that individual, his or her immediate family, or any entity with which he, she or such immediate family member is associated. All responses to the questionnaires are reviewed by the Company’s Legal Department and shared with the President and CEO, as appropriate. In addition, the Company independently searches its records for potential transactions with known related parties.

Board Chairperson

Marsha C. Williams was appointed Chairperson of the Board in October 2020, having served in the position of Lead Director since July 2013. The Chairperson of the Board presides over meetings of the shareholders, the Board of Directors, and executive sessions of the Board of Directors, and performs such other duties as directed by the Board of Directors and as listed in the Company’s Guidelines on Corporate Governance. The Company believes this leadership structure is in the best interest of the Company’s shareholders at present because it allows the Company to benefit from the unique leadership ability that Ms. Williams possesses and from her substantial business and corporate governance experience.

Risk Oversight

The Board of Directors has overall responsibility for risk oversight for the Company. Management provides the Board with information regularly to keep the Board of Directors members apprised of identified risks. These risks, including financial, organizational, reputational, strategic, and cybersecurity risks, are reviewed and discussed with the Board as part of the business and operating review conducted at each of the Board’s regular meetings. As described below under Committees of the Board of Directors, the Board of Directors has delegated certain responsibilities to its committees. The committees have oversight of risks that fall within their areas of responsibility. The Governance Committee has general oversight responsibility for risks related to the Company’s sustainability and corporate governance strategy and practices, except to the extent delegated to the Audit and Human Capital and Compensation committees, as discussed below under Sustainability Matters. The Audit Committee has primary oversight of the Company’s financial reporting, internal control, and compliance risks. The Human Capital and Compensation Committee evaluates the risks arising from the Company’s compensation policies and programs. Management is responsible for managing risk and the Company’s enterprise risk management program.

Selection of Nominees to the Board of Directors

The Governance Committee considers prospective candidates for Board membership who are recommended by its members, as well as those recommended by management, shareholders and professional search firms hired by the Governance Committee. The Governance Committee may decide to engage a professional search firm to assist in identifying qualified candidates. When such a search firm is engaged, the Governance Committee sets its fees and scope of engagement.

Once the Governance Committee identifies a prospective nominee, it initially determines whether to conduct a full evaluation of the candidate. The Governance Committee makes its initial determination based on the information provided to it with the recommendation of the prospective candidate, as well as the Governance Committee’s own knowledge of the prospective candidate, which may be supplemented by inquiries to the person making the recommendation or others.

The Governance Committee evaluates the prospective nominee, considering factors it deems appropriate, including the current composition of the Board and the evaluations of other prospective nominees. In assessing candidates, the Board considers the required areas of expertise set forth above in the Board Skills Matrix (business operations leadership; relevant industry experience; global business experience; financial expertise; technological expertise; corporate governance expertise; financial markets experience; and strategic planning and execution expertise, including mergers and acquisitions); additional attributes that are more specific to the Company’s strategic direction and business emphasis at any given point; and such additional factors as the individual’s education, contribution to the diversity of the Board, and other factors frequently encountered by a global business.

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In choosing a candidate for Board membership, every effort is made to complement and supplement skills within the existing Board and to strengthen any identified areas. Further criteria include a candidate’s personal and professional ethics, integrity and values, as well as his or her willingness and ability to devote sufficient time to attend meetings and participate effectively on the Board.

In connection with this evaluation, the Board determines whether to interview the prospective nominee. If an interview is warranted, one or more members of the Board of Directors, and others as appropriate, will interview prospective nominees. After completing the evaluation and interview, the Governance Committee makes a recommendation to the Board regarding the nomination of a candidate, and the Board acts on that recommendation.

Shareholder Nominations and Recommendations of Director Candidates

The Bylaws of the Company provide that any shareholder who is present at a meeting called for the election of directors and (i) was a beneficial owner of shares of Company common stock at the time of giving the notice described below and (ii) is entitled to vote at such meeting may nominate persons for election to the Board of Directors. Shareholders who desire to nominate a person or persons for election to the Board at the next annual meeting must comply with the notice, information and other requirements in the Company’s Bylaws, a copy of which is available from the Company’s Secretary. For consideration at the 2027 Annual Meeting of Shareholders, nominations must be received by the Secretary no earlier than April 22, 2027 and no later than May 22, 2027.

In addition to satisfying the foregoing requirements under the Company’s Bylaws, to comply with the universal proxy rules for the 2027 Annual Meeting of Shareholders, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the additional information required by Rule 14a-19 under the Exchange Act no earlier than April 22, 2027 and no later than May 22, 2027.

Shareholders who want to submit a recommendation for a director candidate for the Board may submit the recommendation to the Board using the procedure described below under Shareholder and Other Interested Persons’ Communication with the Board. The Governance Committee intends to evaluate candidates recommended by shareholders in the same manner that it evaluates other candidates.

Shareholder and Other Interested Persons’ Communication with the Board

Shareholders and other interested persons wishing to communicate with the Board of Directors or with a Board member (including the Chairperson) should address communications to the Board or to the particular Board member, c/o Secretary, Modine Manufacturing Company, 1500 DeKoven Avenue, Racine, Wisconsin 53403-2552. In accordance with a process approved by the Board of Directors, the Secretary reviews all such correspondence. The Secretary forwards to the Board a summary of all such correspondence and copies of all correspondence that, in the opinion of the Secretary, deal with the functions of the Board or committees thereof or that the Secretary otherwise determines requires their attention. Concerns relating to accounting, internal controls or auditing matters are immediately brought to the attention of the Company’s Business Ethics Committee and handled in accordance with procedures established by the Audit Committee with respect to such matters. From time to time, the Board may change the process by which shareholders and other interested persons may communicate with the Board of Directors or its members. Please refer to the Company’s website, www.modine.com, for any changes to this process.

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Committees of the Board of Directors

Audit Committee

The Audit Committee is a standing committee of the Board of Directors, established in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The charter of the Audit Committee is available on the Company’s website, www.modine.com.

The Audit Committee is responsible for, among other things, appointing, retaining, and overseeing the work of the Company’s independent registered public accounting firm for the purpose of preparing and issuing an audit report and performing related work, and for discussing with the independent registered public accounting firm appropriate staffing and compensation. The Audit Committee also oversees management’s implementation of systems of internal controls; monitors the preparation of quarterly and annual financial reports by management; determines whether the independent registered public accounting firm is independent; and reviews management’s programs to monitor and address matters associated with compliance with the Company’s Code of Conduct. The functions of the Audit Committee are more fully described below in the Report of the Audit Committee in this proxy statement.

The Board of Directors has determined that each member of the Audit Committee is independent as defined in the corporate governance listing standards of the NYSE relating to audit committees. The Board of Directors has also determined that each Audit Committee member satisfies the financial literacy and experience requirements of the NYSE, and that Ms. Harper (the Chairperson of the Committee), Mr. Bendza, and Mr. Lowe qualify as audit committee financial experts within the meaning of the SEC rules.

Human Capital and Compensation Committee

The Human Capital and Compensation Committee of the Board of Directors (the “HCC Committee”) is composed exclusively of non-employee, independent directors with no business relationship with the Company, other than in their capacity as directors, and there are no interlocking relationships with the Company that are subject to disclosure under the rules of the SEC related to proxy statements. The charter of the HCC Committee is available on the Company’s website, www.modine.com.

The HCC Committee oversees and provides strategic direction to management regarding the Company’s executive compensation practices. The HCC Committee reviews the performance of the executive officers, other than the CEO, and works in conjunction with the Governance Committee and all the independent directors to review the performance of the CEO; reviews candidates for positions as officers; makes recommendations to the Board on certain officer candidates; makes recommendations to the Board on compensation of the CEO; determines, with the CEO’s recommendations, the compensation of non-CEO executive officers and other officers of the Company; considers recommendations made by its independent compensation consultant relating to director compensation and presents those recommendations to the Board; administers the incentive compensation plans in which executive officers and directors participate; and reviews the Company’s benefit programs made available to some or all salaried employees of the Company. The HCC Committee has the authority to delegate the aforementioned responsibilities to subcommittees comprised of independent Board members.

Mr. Brinker, as President and CEO, recommends to the HCC Committee any compensation changes affecting the Company’s officers, including the named executive officers (“NEOs”), other than himself. Mr. Brinker presents to the HCC Committee the performance and leadership behavior goals and expectations of each such officer and their level of achievement and the Company’s performance during the fiscal year. The HCC Committee reviews Mr. Brinker’s recommendations and either approves or does not approve any compensation matters affecting such officers of the Company. Mr. Brinker has no role in setting his own compensation.

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For fiscal 2026, the HCC Committee engaged Meridian Compensation Partners LLC (“Meridian”) as its independent executive compensation consultant. Meridian reports directly to the HCC Committee and provides no services to the Company. The HCC Committee determined that Meridian is independent under the NYSE Listing Standards. Representatives of Meridian attend meetings of the HCC Committee upon invitation by the Chair of the HCC Committee, either by phone or in person, and communicate with the Chair between meetings as necessary. In fiscal 2026, Meridian conducted a comprehensive benchmarking analysis of the Company’s pay levels for the CEO, non-CEO executive officers and other officers of the Company, by pay component, using proxy data of the Company’s self-selected Compensation Peer Group (as discussed in the Compensation Discussion and Analysis, below) and compensation survey data. In addition, Meridian benchmarked the Company’s executive pay programs and practices, including severance and change-in-control arrangements, as well as its goals and performance. The HCC Committee considered Meridian’s analyses in making its decisions; however, the HCC Committee made all decisions regarding the compensation of Modine’s officers, including its NEOs (except for the CEO, whose compensation is set by the full Board). Additionally, Meridian regularly updated the HCC Committee on regulatory and market trends and assisted with the benchmarking of Board of Director compensation practices and levels.

Corporate Governance and Nominating Committee

The Governance Committee develops and implements policies and practices relating to corporate governance matters, including reviewing and monitoring implementation of the Company’s Guidelines on Corporate Governance and the Code of Conduct; oversees the Company’s overall sustainability framework and assists the Board in providing guidance and oversight concerning sustainability strategy; develops and reviews background information on prospective nominees to the Board and makes recommendations to the Board regarding such persons; supervises the Board’s annual self-evaluation; and works with the HCC Committee, as appropriate, to review and monitor succession plans relating to the CEO and to evaluate the performance of the CEO. The Governance Committee is composed exclusively of independent directors with no business relationship with the Company, other than in their capacity as directors. The charter of the Governance and Nominating Committee is available on the Company’s website, www.modine.com.

Technology Committee

The Technology Committee reviews and makes recommendations, as appropriate, to the entire Board of Directors on major strategies and other subjects related to the Company’s approach, emphasis, and direction regarding technical innovation and opportunities; the technology acquisition process to assure ongoing business growth; and development and implementation of measurement and tracking systems important to successful innovation. The charter of the Technology Committee is available on the Company’s website, www.modine.com.

HCC Committee Interlocks and Insider Participation

None of our executive officers currently serves, or has served during the last year, as a member of the board of directors or compensation committee of any entity that has one or more executive officers serving on our Board of Directors or HCC Committee. None of the members of the HCC Committee is or has been an officer or employee of the Company, or has had any relationship with the Company requiring disclosure under Item 404 of Regulation S-K.

Board Meetings and Committees

The Board of Directors held six meetings during the fiscal year ended March 31, 2026, and had the following four standing committees: Audit; Human Capital and Compensation; Corporate Governance and Nominating; and Technology.

In July of each year, the Board selects the members of each of the committees. All incumbent directors attended at least 75 percent of the aggregate of the Board meetings and meetings of committees on which

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they served during fiscal 2026 while such director served on the Board or the committees. The CEO of the Company is not a standing member of any Board Committee, but regularly attends Committee meetings at the discretion of the respective Committee Chair.

The following table lists the members of each of the standing committees and the number of meetings held by each committee during fiscal 2026 (including Christopher Patterson, who retired for personal reasons during fiscal 2026):

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Attendance at the Annual Meeting. Although the Company does not have a formal policy that its directors attend the Annual Meeting of Shareholders, it expects them to do so and the Company’s directors historically have attended these meetings. All of the directors who were members of the Company’s Board in August 2025 attended the 2025 Annual Meeting of Shareholders.

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SUSTAINABILITY MATTERS

The Board of Directors has overall responsibility for risk oversight for the Company but has delegated certain responsibilities to its committees. In the case of sustainability matters, the committees share oversight responsibility. As described in its charter, the Governance Committee oversees the Company’s overall sustainability framework and assists the Board in providing guidance and oversight concerning strategy, risk management, opportunities, major capital expenditures, and investment connected to such matters. The Audit Committee reviews and approves the Company’s sustainability initiatives, metrics, tracking and reporting, and monitors the Company’s progress with respect to such initiatives and metrics. The HCC Committee reviews and approves the Company’s initiatives, metrics, and disclosures concerning human capital management, including employee engagement, inclusion and belonging, pay equity, employment practices and culture.

We believe management’s leadership and engagement with our Board of Directors is critical to advancing our sustainability platform and implementing our companywide strategy. Management leadership is provided by our Sustainability Steering Committee comprised of our executive officers. Our corporate Sustainability function sits within our Legal Department and is led by our General Counsel. We advance our sustainability strategy through collaboration with our business and operations leaders, subject matter experts, and corporate functions, including Environmental Health & Safety, Human Resources, Procurement, and Regulatory & Compliance.

As exemplified by our purpose of Engineering a Cleaner, Healthier World™, we are committed to advanced technology solutions with sustainable impacts because we understand the business imperative to help improve the environment, conserve resources, and reduce our carbon footprint. Modine continues to implement this strategy through our 80/20 analysis – by reducing complexity and investing our resources and human capital in those areas of the business where we have longer-term opportunities to make a difference.

The Company’s latest Sustainability Report is available on the Company’s sustainability webpage on our website at www.modine.com.

We will continue to evolve in our sustainability journey with a focus on sustainable outcomes where we can have the most impact. Significant highlights from fiscal 2026 include:

Looking ahead, we are committed to continued progress, innovation, and partnership as we work together to engineer a cleaner, healthier world.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding the beneficial ownership of shares of the Company’s common stock as of June 22, 2026, by persons known by the Company to beneficially own more than five percent of the outstanding shares:

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The following table sets forth information regarding the beneficial ownership of shares of the Company’s common stock as of June 22, 2026, by:

COMPENSATION OF DIRECTORS

Employees of Modine do not receive any compensation for serving on the Board. Effective August 2025, non-employee directors, including the Chairperson of the Board, are entitled to receive the following compensation for Board service: an annual retainer of $105,000, payable in equal quarterly installments; an additional annual retainer of $15,000 for acting as Chair of the HCC Committee, an additional annual retainer of $12,000 for acting as Chair of the Governance Committee, an additional annual retainer of $9,000 for acting as Chair of the Technology Committee, and an additional annual retainer of $20,000 for acting as Chair of the Audit Committee; reimbursement for travel, lodging, and related expenses incurred in attending Board and/or committee meetings; and travel-accident and director and officer liability insurance.

The Amended 2020 Incentive Compensation Plan (the “2020 Incentive Plan”) gives discretion to the Board, or a committee of the Board, to grant stock options and stock awards to non-employee directors. Under the 2020 Incentive Plan, the maximum value of stock awards that can be granted to a non-employee director per year is $300,000. The Board or the HCC Committee, as applicable, has broad discretionary authority to set

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the terms of awards under the 2020 Incentive Plan. It is the current practice of the Board to evaluate compensation and make grants of restricted stock units to each non-employee director annually. For the 2026 fiscal year, non-employee directors, including the Board Chairperson, were each entitled to receive a stock award of approximately $155,000. The Chairperson was also entitled to additional equity compensation with a value of approximately $110,000 in recognition that, among other duties, she generally attends all meetings of the Board’s committees and regularly meets with our CEO, other directors and other members of management outside of scheduled Board and committee meetings. Consistent with this, in August 2025, the Company granted each non-employee director of the Company (other than Ms. Williams, the Chairperson) 1,149 restricted stock units, and granted Ms. Williams 1,964 restricted stock units. All such grants will vest one year from the date of grant, contingent upon the director’s continued service on the Board. Effective July 2025, the Board adopted a prorated equity grant policy for mid-cycle director appointments to align with market practice. Mr. Lowe, who joined the board in July 2025, received a pro-rated amount of 103 restricted stock units for fiscal 2025 in addition to the award for fiscal 2026.

Directors have the option of deferring either or both of their cash fees and/or equity compensation in accordance with the Company’s Non-Employee Director Compensation Policy. For cash compensation, the directors may elect to defer up to 100 percent of their annual retainer and fees into the Modine Manufacturing Company Directors Deferred Compensation Plan and receive an investment return on the deferred funds as if the funds were invested in permitted mutual funds. The directors’ deferred compensation accounts are unsecured obligations of the Company. Distributions commence following termination of service as a director.

For fiscal 2026, the directors were entitled to defer their equity compensation by electing in advance to defer the settlement date of their restricted stock units until a director’s termination of service or a fixed date.  Absent such an election, the restricted stock units are settled on the one-year anniversary of the grant date.  Messrs. Ashleman and Wulfsohn, and Mses. Harper and Yan all elected to defer the settlement date of their August 2025 restricted stock unit awards until a later date.

2026 Director Compensation Table

The following table sets forth compensation paid to non-employee members of the Company’s Board of Directors in fiscal 2026:

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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, 2026.

The Board of Directors adopted the Director Emeritus Retirement Plan pursuant to which any person, other than an employee of the Company, who was or became a director of Modine on or after April 1, 1992 and who retired from the Board would be paid a retirement benefit equal to the annualized sum directors were paid for their service to the Company as directors (including Board meeting attendance fees but excluding any applicable committee attendance fees) in effect at the time such director ceased his or her service as a director. The retirement benefit continues for the period of time equal in length to the duration of the director’s Board service. If a director dies before retirement or after retirement during such period, his or her spouse or other beneficiary would receive the benefit. In the event of a change in control (as defined in the Director Emeritus Retirement Plan) of Modine, each eligible director, or his or her spouse or other beneficiary entitled to receive a retirement benefit through him or her, would be entitled to receive a lump-sum payment equal to the present value of the total of all benefit payments that would otherwise be payable to such director under the Director Emeritus Retirement Plan. The retirement benefit is not payable if the director, directly or indirectly, competes with the Company or if the director is convicted of fraud or a felony and such fraud or felony is determined by disinterested members of the Board of Directors to have damaged Modine. Effective July 1, 2000, the Director Emeritus Retirement Plan was frozen with no further benefits accruing under it. Ms. Williams accrued pension benefits under the Director Emeritus Retirement Plan until it was frozen on July 1, 2000.

Share Ownership Guidelines - Directors

The Board maintains share ownership guidelines for incumbent members of the Board of Directors. The Board believes that in order to further align the interests of members of the Board and shareholders, members of the Board should have a meaningful personal investment in the Company. Shares of Company common stock, either restricted or unrestricted, including any deferred by a director in accordance with the Company’s Non-Employee Director Compensation Policy, count toward the guideline figures. The current guidelines generally provide that, five years after joining the Board, directors are expected to hold shares of Company common stock with a value of at least five times the value of the director’s current annual cash retainer. All directors are currently in compliance with these guidelines. The share ownership guidelines for officers of the Company are described below in the Compensation Discussion and Analysis – Share Ownership Guidelines - Officers.

Compensation-Related Risk Assessment

In fiscal 2026, the HCC Committee assessed each element of compensation – base salary, and short- and long-term incentives – as well as other plans covering employees in international locations to determine whether any of such elements or plans promotes excessive or unreasonable risk-taking. The HCC Committee determined that the Company’s compensation policies and practices encourage behaviors that drive the performance of the Company and balance short-term results with longer-term results in the interests of shareholders. Based on a review conducted with its independent advisor, the HCC Committee determined that the Company’s compensation policies and practices do not encourage excessive risk-taking and are not reasonably likely to have a material adverse effect on the Company.

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COMPENSATION DISCUSSION AND ANALYSIS

Introduction

This Compensation Discussion and Analysis describes the material components of compensation paid to Modine’s Principal Executive Officer, Principal Financial Officer, and certain other highly compensated executive officers, as described in the Summary Compensation Table on page 46. In the discussion below, we refer to this group of executives as the NEOs. This group includes the executive officers for whom specific compensation disclosure is required under the rules of the SEC. This group includes the following current executive officers:

The compensation for the NEOs is listed in the tables on pages 46 through 52 of this proxy statement.

In this Compensation Discussion and Analysis, we will also explain the objectives of our compensation programs, why we pay the compensation we do, and how executive compensation fits with the Company’s commitment to provide value to our shareholders.

Executive Summary

Fiscal 2026 was a year of strategic investment and transformation, including significant capital deployment in support of the Company’s Data Center expansion and portfolio repositioning. These investments affected certain financial metrics used in the Company’s incentive programs, which the HCC Committee considered in determining compensation outcomes.

Executive Compensation Philosophy

The HCC Committee seeks to pay our NEOs fairly and to align executive compensation with the Company’s performance. The HCC Committee believes this approach will enhance shareholder return over the long term.

Goals of the Executive Compensation Program

The HCC Committee seeks to help the Company achieve its short- and long-term financial goals and encourage its executive officers to act as owners of the Company. The HCC Committee believes these goals can be accomplished through a compensation program that provides a balanced mix of cash and equity-based compensation. Base salary is designed to attract and retain executives by compensating them for their day-to-day activities, level of responsibility, and sustained individual performance. The annual short-term cash incentive is intended to reward recipients for achieving annual operating goals critical to the Company’s short- term business objectives. The equity and performance cash portions of the compensation package provide incentives that are intended to focus executives on the Company’s long-term success, align the executives’ returns with those of shareholders, encourage long-term retention, and reward the executives for the Company’s superior long-term performance.

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Alignment of Objectives/Fiscal 2026 Financial Performance and Strategic Highlights

The HCC Committee believes the structure of its executive compensation program is aligned with the Company’s overall performance in fiscal 2026. Fiscal 2026 was marked by extraordinary growth and strategic capital deployment, particularly in support of the expansion of the Company’s Data Centers business. Key highlights include:

For a reconciliation of adjusted EBITDA and free cash flow, which are non-GAAP financial measures, to the most directly comparable GAAP financial measures, please refer to the section titled “Non-GAAP Reconciliations” included in Appendix A to this proxy statement.

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Fiscal 2026 Compensation Highlights

The HCC Committee’s actions in fiscal 2026 included the following:

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Shareholder Advisory Vote on Executive Compensation

A nonbinding advisory vote on the compensation of the NEOs received the affirmative vote of over 96 percent of the shares represented at the 2025 Annual Meeting of Shareholders, demonstrating very strong support for the Company’s executive compensation program. The Company and HCC Committee are mindful of the results of the shareholder advisory vote and take the advisory vote into consideration when determining and evaluating the Company’s executive compensation philosophy, program, and disclosure. For example, the Company has continued its ongoing efforts to be fully transparent about the link between pay and performance in its Pay for Performance discussion immediately below. In addition, during one-on-one conversations, sponsored road shows, and other regular communications with shareholders, the Company routinely discusses its performance in the context of underlying incentive compensation metrics and emphasizes management’s active use of those same metrics in the Company’s daily operations.

Pay for Performance

The HCC Committee believes that the Company’s compensation program should encourage management to create long-term, sustained value for shareholders and to act like owners of the Company. To achieve this objective, the compensation program is designed to balance short- and long-term considerations while rewarding management in a way that reflects the Company’s performance over time. The HCC Committee further supports this objective with a strong pay-for-performance philosophy.

The key elements of the Company’s executive compensation program that support the pay-for-performance philosophy include:

Market Benchmarking of Executive Pay

The HCC Committee has historically used a custom peer group, to which we refer in this proxy statement as the “Compensation Benchmarking Peer Group,” to establish target total pay for each element of compensation at the median. A secondary survey reference point of manufacturing companies is used when the Compensation Benchmarking Peer Group market data sample size does not provide adequate data for a specific executive role. The HCC Committee believes that targeting a range around the median is an objective way of ensuring that the Company’s executive compensation practices are competitive and reasonable relative to market. Actual Modine executive pay will vary from the market median target based on actual company performance, individual performance, job responsibilities, tenure and experience.

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Compensation Benchmarking Peer Group

The HCC Committee uses the Compensation Benchmarking Peer Group reference point data to assist in the evaluation of the compensation levels of the Company’s CEO and CFO, and the Company’s compensation practices generally. In addition to data disclosed in proxy filings of Modine’s Compensation Peer Group, the Compensation Benchmarking Peer Group data is supplemented with relevant proprietary survey sources of manufacturing companies to analyze the competitiveness of compensation levels as noted above.

In preparation for establishing fiscal 2026 target compensation levels, the HCC Committee reviewed the 19 company Compensation Benchmarking Peer Group and determined to make no changes from fiscal 2025. Recognizing the continued evolution of Modine’s business portfolio, future peer group changes will be considered by the HCC Committee as Modine exits the vehicular business.

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As a group, these peers have characteristics and markets like those of the Company. These characteristics and markets are as follows:

In addition, the supplemental survey data sources utilized by the HCC Committee include manufacturing companies of similar revenue size to Modine. The HCC Committee recognizes that the Company attracts employees from a broad range of companies and its comparison data reflects that fact. The HCC Committee does not use the survey data in a formulaic or prescriptive manner. If the compensation of a particular NEO materially deviates from the market median in the survey for the same role, the HCC Committee takes the survey information into account when setting base salary, short-term and long-term incentive target values, but also exercises its discretion based on the individual’s performance, tenure, experience, and changes in job responsibilities.

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Description of Executive Compensation Program

The HCC Committee sets the compensation philosophy at Modine in a manner intended to promote the Company’s achievement of its short- and long-term financial goals and encourage its executive officers to act as owners of the Company. In addition, the HCC Committee focuses on attracting and retaining employees who are qualified, motivated, and committed to excellence. The HCC Committee believes these goals can be accomplished through a compensation program that provides a balanced mix of cash and equity-based compensation.

The HCC Committee’s actions are guided by the following principles:

As reflected in this Compensation Discussion and Analysis, the HCC Committee believes the compensation program is aligned with these principles.

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Treatment of the CEO

The CEO participates in the same programs and is compensated generally based upon the same factors as the other NEOs. However, the level of the CEO’s compensation is even more heavily dependent upon the Company’s performance than the compensation of other NEOs. Mr. Brinker’s overall compensation reflects a greater degree of policy- and decision-making authority and a higher level of responsibility for the strategic direction and financial and operational results of the Company. Given the President and Chief Executive Officer’s key role in policy- and decision-making, the HCC Committee believes that the CEO’s compensation should be weighted more heavily toward long-term incentive awards, so the CEO’s compensation more directly correlates with the Company’s performance.

Elements of Executive Compensation for Fiscal 2026

The following is a summary of the elements of the Company’s executive compensation program:

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Base Salary

Base salary is designed to attract and retain executives by compensating them for their day-to-day activities, level of responsibility and sustained individual performance. Individual performance, based upon achievement of annual performance objectives and demonstration of leadership behaviors as reflected in each employee’s performance development plan, is a key component in determining base salary and any adjustments to base salary, and is a subjective determination made by the HCC Committee and, for the NEOs other than the CEO, the CEO. The determination of base salary affects every other element of executive compensation

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because all of the other components, including short-term, performance-based awards, long-term incentive compensation payouts, retirement benefits and severance, are based on the amount of the individual’s base salary. The HCC Committee annually reviews base salaries of the NEOs to ensure that the compensation levels are aligned with the HCC Committee’s principles, based on individual responsibility, performance, and job scope.

The HCC Committee increased each existing NEO’s base salary in fiscal 2026. The approved increase for each NEO was based upon both subjective and objective criteria, including the individual performance of each NEO, the length of tenure in their current positions, and their respective compensation relative to the market midpoint for their respective functions.

The HCC Committee set Mr. Patten’s initial base salary at $500,000 based on market data for comparable positions in businesses of comparable size and industry.

The table below illustrates the base salary for each NEO in fiscal 2026, with increases effective in July 2025.

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Management Incentive Plan

The Management Incentive Plan (“MIP”) is Modine’s broadly applicable short-term, performance-based cash award plan designed to motivate and reward the Company’s leaders. All NEOs participate in the MIP. The HCC Committee’s objectives for the MIP are to encourage continuous (short-term) operational improvements with metrics that also drive total shareholder return. The HCC Committee believes the MIP metrics should be challenging, but achievable, and well-defined so they are understood by the MIP participants and, accordingly, actively drive results.

For fiscal 2026, the HCC Committee did not modify or reset performance metrics and maintained the payout percentage at threshold achievement levels of 25%, and the payout percentage at the maximum achievement level of 250% of Target, consistent with FY25. Instead, the HCC Committee maintained the integrity of the metrics established in FY25 and considered only plan-permitted adjustments following the completion of the performance period. In maintaining these metrics, the HCC Committee reaffirmed its commitment to linking higher payout potential to clearly defined and exceptionally rigorous performance expectations. The elevated threshold and maximum payout opportunities require achievement of significantly more ambitious performance goals, which are designed to align executive incentives with exceptional shareholder outcomes.

The Company approved three distinct plans under the MIP for fiscal 2026: (1) a Corporate plan based on the metrics of the Company as a whole, (2) a plan specific to the metrics of the Climate Solutions business segment, and (3) a plan specific to the metrics of the Performance Technologies business segment. All the NEOs participate in the general corporate plan regarding the MIP for fiscal 2026. Mr. McGinnis and Mr. Patten also participate in the appropriate segment-specific plan, with participation in the Corporate and segment-specific plans weighted equally 50/50.

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Within each of the three plans, the HCC Committee approved the continued use of two independent and equally-weighted performance goals: the Adjusted EBITDA Growth and Adjusted EBITDA Margin metrics.

Adjusted EBITDA Growth is a percentage change calculated as follows:

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Adjusted EBITDA for FY2026 – Adjusted EBITDA for FY2025

Adjusted EBITDA for FY2025

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Adjusted EBITDA Margin is calculated as follows:

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Adjusted EBITDA for FY2026

FY2026 Net Sales

For purposes of calculating these metrics, “Net Sales” is that amount as reported externally in the Company’s audited financial statements and, “Adjusted EBITDA” represents “Operating Income” plus “Depreciation and Amortization Expenses”, both as reported in the Company’s audited financial statements, plus or minus “Permitted Adjustments.” Permitted Adjustments include: restructuring-related expenses, the impact that a significant acquisition or divestiture may have on MIP performance metrics, acquisition-and divestiture-related costs and adjustments and certain other unusual, non-recurring or extraordinary gains or charges, as well as the impact of the adoption of new U.S. GAAP accounting standards and significant changes in the Company’s accounting methods. The HCC Committee’s charter permits the Committee to agree to disregard any Permitted Adjustments if, in the HCC Committee’s assessment, disregarding any of them would result in an award that is inconsistent with the spirit and intent of the plan, and at variance with the unadjusted results from the perspective of the shareholders.

Notwithstanding any of the foregoing, the HCC Committee has the discretion to reduce, but not to increase, the amounts otherwise payable under the MIP.

The HCC Committee continued to use the Adjusted EBITDA Margin metric because it believes that focusing on margin expansion and earnings growth aligns the MIP with the Company’s key priorities and continued to use the Adjusted EBITDA Growth metric to incentivize increased earnings and shareholder return. In addition, the HCC Committee believes that these two measures are closely correlated with Total Shareholder Return, aligning the Company’s MIP measures with shareholder interests. The HCC Committee considered the Company’s evolving business strategy, as well as seven years of historical performance results for the Performance Peer Group companies, when setting the Adjusted EBITDA Margin and Adjusted EBITDA Growth goals. Consistent with the maximum payout amount of 250% of Target under the established FY26 MIP, the HCC Committee set the maximum EBITDA Margin and Adjusted EBITDA Growth goals at performance levels that would require exceptional performance as compared to historical and peer benchmarks. This reflects the HCC Committee’s philosophy that maximum payouts should only be earned for performance that is truly exceptional.

For purposes of the MIP, when base salary has changed over the course of the applicable fiscal year, the changes in salary are applied pro rata based on the number of days for which the change is effective.

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Assuming achievement of the Target level for each metric, the NEOs would receive MIP payments equaling the following percentages of base salary:

Assuming Threshold achievement for each metric under each plan, each of the NEOs would receive 25% of the Target amount. Assuming Maximum level achievement for each metric, each of the NEOs would receive 250% of the Target amount. The Company pays amounts between the Threshold and Target and/or between Target and Maximum levels on a linear basis for achievement above Threshold and below Maximum.

For fiscal 2026, the HCC Committee maintained Mr. Brinker’s Target MIP payout at 140%. The HCC Committee increased Mr. Lucareli’s Target MIP payout from 85% to 90%, Mr. McGinnis’s from 75% to 80%, and Ms. Roth’s from 70% to 75%, in each case, to more closely align the NEO’s MIP incentive pay opportunity with competitive market practice.

Mr. Patten’s initial MIP target was set at 60% based on market data for comparable positions in businesses of comparable size and industry. Additionally, Mr. Patten’s FY26 MIP award is prorated based on the amount of time he was employed with the Company during FY26. Mr. Patten began his employment on September 29, 2025, which results in a MIP payout proration of 50% for the six full months he was employed by Modine in FY26.

Listed below are the FY26 MIP performance targets approved by the HCC Committee, as well as the Company’s actual FY26 performance against each goal.

Corporate FY26 MIP plan:

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Climate Solutions FY26 MIP Plan (only applicable to Mr. McGinnis):

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Performance Technologies FY26 MIP Plan (only applicable to Mr. Patten):

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As a result of the Company’s performance in FY26, the NEOs earned the following MIP payouts:

Long-Term Incentive Plan

The Long-Term Incentive Plan (“LTIP”) of the Company’s executive compensation program is intended to attract, retain, and motivate key employees who directly impact the performance of the Company over a timeframe greater than a year. Long-term compensation may be equity or cash-based, or a combination of each, and in any event, is structured so that the interests of the Company’s executive officers and other key employees are directly aligned with the interests of shareholders. The LTIP provides an incentive that rewards superior long-term performance and provides financial consequences for underperformance.

Grants under the LTIP Commencing in Fiscal 2026 and Ending in Fiscal 2028

In FY26, the HCC Committee approved a LTIP consisting of a mix of PS Awards (80% of the LTIP) and restricted stock unit awards (“RSUs”) (20% of the LTIP), reflecting the Company’s pay-for-performance philosophy and executive compensation that aligns with long-term shareholder value creation. The amount of any LTIP award is based on a percentage of the executive’s base salary, as described in more detail below. The HCC Committee believes that the mix of PS and RSU awards encourages the retention of strong executive talent, while also encouraging these executives to drive long-term Company performance.

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Determining LTIP Award Values

The HCC Committee established the target LTIP grant value for each NEO (with the board also approving Mr. Brinker’s award), based on a percentage of base salary. The LTIP target grant value established for each of the NEOs for FY26 was as follows:

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The percentages for Mr. Brinker, Mr. McGinnis and Ms. Roth increased from FY25 to better align this compensation element with external benchmark data, including the Compensation Peer Group data. Mr. Patten was granted a pro-rated LTIP for fiscal 2026 based on the amount of time he was employed with the Company during FY26.

To determine the total number of RSUs and PSs to grant to each NEO, we divide the LTIP Target award value set forth above by the closing price of our Common Stock on the date of grant, and then we grant 80% of that amount as PSs and the other 20% as RSUs. Note that the amount reported in the “Stock Awards” column of the Summary Compensation Table reflects the grant date fair value of the RSUs and PSs determined in accordance with FASB ASC Topic 718, which may be different from the target grant values reported above. The table below sets forth the number of RSUs issued to each NEO in fiscal 2026 as well as the number PSs that would be earned upon achievement of each of Threshold, Target and Maximum performance levels at the end of the Performance Period (March 31, 2028) under the LTIP:

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Summary of Terms of PSs and RSUs:

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PS Performance Metrics

The HCC Committee decided to use the same performance metrics and weighting for the PS awards in fiscal 2026 as those used in fiscal 2025.

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The Cash Flow ROI and Average Annual Adjusted EBITDA Growth metrics are intended to align management’s and shareholders’ interests, both as a measure of capital efficiency and of free cash flow generation, and in achieving the Company’s earnings growth targets. The Company uses Cash Flow ROI (a measure indicative of the cash flow return and efficiency of invested capital) to evaluate its financial performance, so the HCC Committee used the Cash Flow ROI metric to incentivize management to continue to improve the Company’s financial performance. Similarly, because Average Annual Adjusted EBITDA Growth is a key measure of growth of the earnings of the Company, the HCC Committee used the Average Annual Adjusted EBITDA Growth metric to incentivize management to create additional shareholder value through increased earnings of the Company.

For the fiscal 2026 through fiscal 2028 LTIP, the HCC Committee considered the Company’s business plan as well as seven years of historical performance results for the Performance Peer Group when setting the Cash Flow ROI and Average Annual Adjusted EBITDA Growth goals. For both metrics, the HCC Committee set the Threshold level at what it determined to be an acceptable return and set the Maximum level at what it determined to be exceptional performance, with each corresponding to an appropriate competitive payout level. As shown below, the HCC Committee maintained the established performance goals and payout levels for the FY26 PS awards to ensure strong alignment with our long-term strategic objectives, with a Threshold payout level of 25% of target and a Maximum payout level of 250% of target, which are designed to reward exceptional performance, align with market practices, and incentivize upper-quartile performance. Each metric for PS awards is weighted at 50% and is calculated independently of the other metric.

The specific three-year performance goals for the PS award performance metrics, and the payout amounts at the Threshold, Target and Maximum performance levels for the PS awards granted in fiscal 2026 are as follows:

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If either the Company’s actual Cash Flow ROI or Average Annual Adjusted EBITDA Growth does not meet the Threshold for the performance period, no PSs will be earned under that metric. If actual Cash Flow ROI or Average Annual Adjusted EBITDA Growth for the performance period is between Threshold and Target and/or between Target and Maximum, the number of PS awards earned will be determined on a linear basis. If either the Company’s actual Cash Flow ROI or Average Annual Adjusted EBITDA Growth exceeds the Maximum for the performance period, only the Maximum percentage of the Target amount of the PS award for that metric will be earned. Notwithstanding the foregoing, the HCC Committee retains the discretion to decrease the number of shares earned under the PS award under the LTIP.

Payout of PS Awards under LTIP for Performance Period Ending March 31, 2026

The performance period for PSs under the LTIP approved by the HCC Committee in May 2023 was completed as of March 31, 2026.

The Company used two measures to determine achievement: (1) three-year average Cash Flow ROI and (2) three-year Average Annual Adjusted EBITDA Growth (“EBITDA Growth”).

For purposes of these PS awards, Cash Flow ROI means adjusted free cash flow, which is net cash provided by operating activities less expenditures for property, plant, and equipment, plus cash interest, which is cash paid for interest expense related to outstanding debt, with the total amount divided by average capital employed. The calculation of Cash Flow ROI was based on a three-year average Cash Flow ROI for fiscal 2024 through fiscal 2026 with average capital employed determined over five points (i.e., the last day of each fiscal quarter and prior fiscal year-end) and is subject to Permitted Adjustments similar to those described

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above with respect to the MIP. EBITDA Growth is the simple three-year average of Adjusted EBITDA Growth during the fiscal 2024 to fiscal 2026 performance period.

The performance goals for the LTIP metrics for performance stock awards for the period ending in fiscal 2026 were as follows:

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For the performance period ended in fiscal 2026, the Company’s three-year average Cash Flow ROI was 17.2%, which resulted in a payout equal to 200% of Target for the Cash Flow ROI metric. The Company’s Average Annual Adjusted EBITDA Growth was 35.7%, which resulted in a payout equal to 200% of Target for the EBITDA Growth metric. Overall, both metrics were weighted equally, and the payout under the LTIP for the PS awards was 200% percent of the Target for the total award.

Approval of Performance-Goal Achievement under Officer Special Performance-Based Awards Granted in Fiscal 2025

As previously disclosed, to focus on gross margin improvement and retain critical leadership as the Company continues to progress along its 80/20 transformation initiative, the HCC Committee approved grants of restricted stock units to all of the NEOs (other than Mr. Brinker) that reported to the CEO and were employed by the Company at the time of grant, with a value equal to 100% of the NEO’s salary at the time of the grant. These grants (the “Officer Special Retention Grants”) were made in May 2024 and vest on the three-year anniversary date of the grant date if the performance condition set forth in the award agreement is met on or before that anniversary. The performance condition approved by the HCC Committee for these grants was the Company’s achievement of a 12-month trailing Gross Margin of 23.55% for Fiscal 2026. The HCC Committee reviewed the Company’s performance relative to this performance condition at its May 2026 meeting and, as the Company’s Gross Margin for Fiscal 2026 was 23.60% (incorporating permitted adjustments), the Committee determined that the performance condition was met. The Retention Grants will be forfeited upon termination of employment prior to the three-year anniversary of the grant date.

Mr. Patten’s “Make Whole Awards”

As part of his offer of employment to lead the Company’s Performance Technologies Segment, in addition to a regular LTIP award, the HCC Committee approved a grant to Mr. Patten of equity awards with a value of $850,000 (the “Make Whole Awards”). The HCC Committee granted the Make Whole Awards to compensate Mr. Patten for equity awards forfeited to his prior employer by joining Modine. The Make Whole Awards generally contain the same terms and conditions as the LTIP grants for fiscal 2026 and were allocated 20% to RSU grants and 80% to PSs.

Mr. Patten’s Special Transaction Equity Award

In March 2026, the HCC Committee approved a Special Transaction Equity Award for Mr. Patten in the form of RSUs with a value of $250,000 (the “Special Transaction Equity Award”). The Special Transaction Equity Award was granted to further align Mr. Patten’s interests with the interests of the Company’s shareholders and incentivize post-Transaction collaboration between Gentherm and Modine. The Special Transaction Equity Award vests on the earlier of March 24, 2027 and 12:01 am Eastern Time on the “Record Date” (as defined in the Separation Agreement, dated as of January 29, 2026, by and among the Company, Gentherm, and Platinum SpinCo, Inc.), just prior to the Closing of the Transaction.

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Employment and Post-Employment Benefits

Personal Benefits

The NEOs receive the same basic employee benefits that are offered by the Company to all salaried employees within the region where the individual resides. These benefits include medical and dental coverage, disability insurance and life insurance. The cost of these benefits is partially borne by the employee, including each NEO.

Beginning in fiscal 2026, the Company offers an Executive Health Benefit Program for its NEOs. The program provides access to comprehensive preventive health evaluations and is intended to support the health and effectiveness of the Company’s senior leadership. The HCC Committee believes this program is consistent with market practice for similarly situated executives.

Retirement Benefits for U.S. Employees

The Company offers retirement benefits to its employees through tax-qualified plans, including the Modine Manufacturing Company 401(k) Retirement Plan (formerly known as the Modine 401(k) Plan for Salaried Employees), which is an employee and employer funded “Safe Harbor” plan. In recent years, the Company has contributed to participant 401(k) accounts (including NEO participants) a Safe Harbor Matching Contribution equal to 100 percent of the first 3 percent of compensation that an employee contributes to the Plan as an Elective Deferral for the Plan Year, plus 50 percent of the next 3 percent of compensation that an employee contributes as an Elective Deferral for the Plan Year. For eligible NEOs and eligible senior managers whose eligible compensation exceeds the IRS annual compensation limit, the Company has applied this matching formula to the applicable over-the-limit compensation and this amount is contributed to the Modine Deferred Compensation Plan. The Company did not make any additional contributions to the Modine Manufacturing Company 401(k) Retirement Plan for fiscal 2026.

While the Modine Manufacturing Company 401(k) Retirement Plan “Safe Harbor” contribution is available to the Company’s eligible employees in the U.S., each individual participant’s 401(k) plan balance may vary due to a combination of differing annual amounts contributed by the employee, the investment choices of the participant (the same investment choices are available to all participants in the plan) and the number of years the person has participated in the 401(k) plan. Additionally, each eligible NEO’s and senior manager’s Deferred Compensation Plan balance may vary due to a combination of differing annual amounts contributed by the employee, the employee’s annual eligible compensation, the investment choices of the participant (the same investment choices are available to all eligible NEOs and senior managers in the plan) and the number of years the employee has participated in the Deferred Compensation Plan.

In fiscal 2026, the Company made matching contributions to an NEO’s account under the 401(k) Retirement Plan equal to the sum of 100 percent of the first 3 percent of compensation an NEO elected to contribute to the 401(k) Retirement Plan and 50 percent of the next 3 percent of compensation an NEO elected to contribute to the 401(k) Retirement Plan. In fiscal 2026, the Company made contributions to the NEOs’ accounts under the Deferred Compensation Plan equal to the sum of 100 percent of the NEOs’ first 3 percent of eligible compensation in excess of the compensation limits applicable to 401(k) Plans and the NEOs (“over-the-limit compensation”) and 50 percent of the NEO’s next 3 percent of eligible over-the-limit compensation.

In June 2024, the Company approved the termination of its primary U.S. pension plan which had been previously frozen, subject to approvals from the Internal Revenue Service and the Pension Benefit Guaranty Corporation, which we received during fiscal 2026. Of our NEOs, only Mr. Lucarelli participated in the pension plan, and did so on the same basis as other salaried employees in the pension plan. The Company offered participants in the pension plan, including Mr. Lucareli, the option to receive their pension benefits in the form of a lump-sum distribution. Mr. Lucareli elected to receive a lump-sum distribution of his vested benefit, which amounted to $172,475 and was paid to him in fiscal 2026 shortly after the plan termination.

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In addition to the employee benefits applicable to U.S. employees in general, certain highly compensated employees of the Company, including the NEOs, may participate in the Deferred Compensation Plan. The Deferred Compensation Plan is a nonqualified plan that allows a highly compensated employee to defer up to 50 percent of their base salary and up to 50 percent of their bonus. Compensation deferred pursuant to the Deferred Compensation Plan is an asset of the Company. The sums deferred do not earn a preferential rate of return and the investment alternatives are generally the same as the 401(k) Retirement Plan. Payments out of the Deferred Compensation Plan are not made until termination of service or retirement. As part of the Company’s objective of restoring in this plan amounts that exceeded the allowable Company match and Company contributions to the 401(k) Retirement Plan because of statutory limits, the Company contributes an amount equal to the amount of the employer match and employer contribution that was not allowed to be contributed to the 401(k) Retirement Plan for such individuals due to statutory limits.

In an effort to provide consistent treatment of equity awards upon retirement, the HCC Committee approved a new form of award agreement for equity awards granted under the LTIP for fiscal 2027 and later, which provides for accelerated vesting of RSUs and continued vesting of PSs (which will be pro-rated for the period worked prior to termination and payout based on actual performance) following a termination of employment due to retirement, death or disability of the recipient. Retirement, for these purposes, is defined as a termination after an NEO is at least age 55 and has 65 “combined credit years” (defined as the NEO’s age plus years of service with the Company), but only to the extent the termination occurs after the one-year anniversary of the grant date of the award and only to the extent the NEO has given the HCC Committee at least 6 months advance notice of their retirement, or a termination approved as a Retirement by the HCC Committee in its discretion. All NEOs other than Mr. Patten received LTIP awards with these new vesting provisions in fiscal 2027. Under the new form of award agreement, NEOs were required to sign a restrictive covenant agreement in favor of Modine, containing customary non-compete, non-solicitation and confidentiality provisions.

Severance Plan

The Company has a severance plan (the “Severance Plan”) for officer-level executives, as recommended to the HCC Committee by the Company’s CEO. The purpose of the Severance Plan is to generally ensure consistent treatment of individuals in such positions in the event of an involuntary termination of employment without cause, subject to the discretion of the HCC Committee in special circumstances. The Severance Plan provides that such individuals would be paid their annual base salary at the time of termination in installment payments over the course of the year following termination and would be eligible to elect Company-paid COBRA continuation coverage for one year following termination. In the event of an NEO’s termination in connection with a change in control, such individual would be paid two times their annual base salary at the time of termination plus two times their target bonus for that year. Additionally, the NEO would be eligible to elect Company-paid COBRA continuation coverage for 18 months following termination. In order to receive these benefits, participants are required to release the Company from any and all liability. For further detail regarding payments and benefits under the Severance Plan, see Potential Post-Employment Payments below. All NEOs other than Mr. Brinker (who has a separate employment and change in control agreement) are covered under the Severance Plan; provided, however, Mr. Lucareli is not entitled to certain benefits in the event of his termination of employment in connection with a change in control of the Company under the Severance Plan as he has entered into a separate change in control agreement with the Company (see Potential Post-Employment Payments below for more information).Mr. Patten is also a Participant in the Severance Plan. For purposes of his participation, the definition of a “change in control” specifically includes “a disposition of all or a substantial portion of the assets of the Performance Technologies segment to persons other than Modine or any Affiliate or Associate” such that the Transaction will constitute a “change in control” for purposes of his participation. Additionally, “Good Reason” for purposes of Mr. Patten’s participation in the Severance Plan is limited to a material diminution in base salary, a material diminution in MIP target bonus opportunity, or a material change in geographic location in which Mr. Patten performs services.

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Mr. McGinnis’s Retirement Arrangement

As previously disclosed, on December 4, 2025, the Company entered into a Retirement Letter Agreement (the “Letter Agreement”) with Mr. McGinnis in connection with his planned retirement. Execution of the Letter Agreement constituted Mr. McGinnis’s formal notice of retirement with the Company, effective June 30, 2026. During the period between the effective date of the Letter Agreement and June 30, 2026 (the “Retirement Date”), Mr. McGinnis continued to perform services for the Company in his existing role. In recognition of the important role that Mr. McGinnis would play in the Transaction, the HCC Committee approved the payment and/or acceleration of the following awards conditioned on his performance of services through the Retirement Date:

Payment and acceleration of the above awards was also contingent on Mr. McGinnis’s execution of a release on or after the Retirement Date, which generally waived any employment claims he might have against the Company.

Share Ownership Guidelines - Officers

The Company has maintained share ownership guidelines for directors and officers of the Company, including the NEOs, since 2008. The Board continues to believe that directors and officers should have a meaningful personal investment in the Company. Shares of common stock, either restricted or unrestricted, count toward compliance with the guidelines.

The current guidelines provide that, on the fifth anniversary of appointment to the position, the President and CEO is expected to hold shares of Company stock with a value of greater than five times his or her annual base salary. In addition, the guidelines do not distinguish between NEOs and other executive officers and provide that all executive officers, other than the President and CEO, are expected to hold shares of Company common stock with a value of at least three times their current annual base salary. The stock value is determined by using the higher of the stock price at the time of measurement or the average stock price over the previous three years. The HCC Committee reviews the guidelines and compliance therewith on at least an annual basis. The chair of the Governance Committee evaluates whether an exception should be made for any officer, who, due to his or her unique financial circumstances or other extenuating circumstances, would incur a hardship by complying with the applicable guideline after the initial five-year period and, in such an event, may make an exception to the guidelines for such individual. Additionally, the guidelines may be temporarily waived for an officer who has an unusual personal circumstance or is approaching retirement and has a need to diversify his/her stock holdings. Each of the NEOs is currently in compliance with the stock ownership guidelines.

Certain Prohibited Transactions

Under the Company’s Insider Trading Policy, all directors and executive officers, including the NEOs, are prohibited from holding shares of Company common stock in a margin account or otherwise pledging shares of Company common stock in any way, and all directors and employees, including their designees, of the Company are prohibited from engaging in hedging or monetizing transactions involving Company common stock.

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Incentive Compensation Recovery and Grant Timing Policies

The HCC Committee has implemented two policies providing for the recovery of incentive compensation under specified circumstances. The Company’s Incentive Compensation Recoupment Policy, as amended and restated, requires, effective beginning with awards granted in fiscal 2013, forfeiture or repayment of any awards granted under the 2020 Incentive Plan (i.e., the MIP (cash bonus) or any long-term incentive awards) if the HCC Committee determines that a participant committed an act of misconduct that is adverse, or reasonably expected to be adverse, to the best interests of the Company or its shareholders.

In addition, in fiscal 2024, the Company adopted the Modine Manufacturing Company Executive Office Compensation Recovery Policy (the “Recovery Policy”), which is intended to comply with regulations promulgated under the Exchange Act and the NYSE listing requirements. Under the Recovery Policy, in the event of an accounting restatement (i) due to the material noncompliance of the Company with any financial reporting requirement under the securities laws, including any required accounting restatement to correct an error in previously issued financial statements that is material to the previously issued financial statements, or (ii) that corrects an error that is not material to previously issued financial statements, but would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period (each of (i) or (ii), an “Accounting Restatement”), the Company is required to recover from each executive officer the amount of any applicable incentive-based compensation (compensation granted, earned or vested based wholly or in part upon the attainment of a financial reporting measure) received by such executive officer during the applicable clawback period (generally the three prior completed fiscal years) that exceeds the amount that would have been received had it been determined based on the restated financial statements.

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Equity Treatment in the Transaction

Following the Transaction, equity incentive awards held by employees of Modine will remain denominated in Company common stock. Alternatively, for employees who will continue employment with Gentherm (including Mr. Patten) outstanding equity awards will convert to awards denominated in Gentherm common stock with the number of shares to be adjusted using the same exchange ratio applicable to the Company’s common stock in the Transaction. For any unvested awards, the original time-vesting vesting schedule will continue to apply to all awards, though the payout level for PS awards converted into awards denominated in Gentherm common stock will be determined at the time of closing, based on the greater of the target or actual performance through the preceding fiscal quarter end at the time of closing (and for awards held for less than one year, at target).

The HCC Committee will retain the discretion to adjust the applicable performance goals with respect to PS awards held by NEOs that remain denominated in Modine common stock following the Transaction as it deems necessary to preserve the value of the award as measured immediately prior to the Transaction. The HCC Committee determined that this treatment appropriately addresses the anticipated effects of the Transaction while maintaining the alignment of the outstanding equity awards with shareholder interests following the Transaction.

Employment Agreements

The Company has an employment agreement with Mr. Brinker. See Potential Post-Employment Payments below for additional information about benefits in the event of a termination of employment under Mr. Brinker’s employment agreement.

The Company has entered into change in control agreements with Mr. Brinker and Mr. Lucareli. The purpose of these agreements is to ensure continuity and, in the case of a change in control, the continued dedication of key employees during any period of uncertainty due to a proposed or pending change in control of the Company. See Potential Post-Employment Payments below for additional information about benefits in the event of a change in control under the employment agreements and the change in control agreements.

On August 29, 2025, Mr. Patten was provided an Offer Letter (the “Offer Letter”) detailing the Company’s offer of employment. Along with the equity arrangements discussed above, the Offer Letter included a sign-on cash bonus in the amount of $100,000 (the “Sign-On Bonus”). Mr. Patten will forfeit the Sign-On Bonus if he voluntarily terminates employment without Good Reason (as defined in the Offer Letter) or if he is terminated for Cause prior to the one-year anniversary of his start date.

Tax Implications for NEOs

The HCC Committee generally seeks to structure compensation amounts and plans so that they do not result in penalties for the NEOs under the Internal Revenue Code of 1986, as amended (the “Code”). For example, Section 409A of the Code imposes substantial penalties and results in the loss of any tax deferral for nonqualified deferred compensation that does not meet the requirements of that section. The HCC Committee has generally structured the elements of the Company’s compensation program so that they are either not characterized as nonqualified deferred compensation under Section 409A or meet the distribution, timing, and other requirements of Section 409A. Without these steps, certain elements of compensation could result in substantial tax liability for the NEOs. Section 280G and related provisions of the Code impose substantial excise taxes on so-called “excess parachute payments” payable to certain executives upon a change in control and results in the loss of the compensation deductions for such payments by the executive’s employer. When the Company entered into the change in control agreement with Mr. Lucareli, which was entered into prior to 2009, the HCC Committee structured the change in control payment to include a gross up for excise taxes imposed under Section 280G in order to preserve the after-tax value of those payments to him. The portion of the Severance Plan applicable in a change in control, which is applicable to those joining the Company’s senior management on or after the date of adoption of the Severance Plan, does not provide excise tax gross ups in the event of a change in control.

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COMPENSATION COMMITTEE REPORT

The HCC Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis with management; and, based on that review and discussion, the HCC Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the Company’s proxy statement and the Company’s annual report on Form 10-K for the fiscal year ended March 31, 2026.

THE HUMAN CAPITAL AND COMPENSATION COMMITTEE

David J. Wilson, Chair

Suresh V. Garimella

Katherine C. Harper

FISCAL 2026 NEO COMPENSATION

2026 Summary Compensation Table

The following table sets forth compensation awarded to, earned by, or paid to the NEOs, which include (i) the Principal Executive Officer, (ii) the Principal Financial Officer, and (iii) the three most highly compensated executive officers, serving as officers as of the end of fiscal 2026.