Filed
by the Registrant [ü
]
Filed
by a Party Other than the Registrant [ ]
Check
the appropriate box:
|
|
[
]
Preliminary Proxy Statement
[ ]
Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
|
|
[ü
]
Definitive Proxy Statement
|
|
[ ]
Definitive Additional Materials
|
|
[ ]
Soliciting Material Pursuant to Section 240.14a-2.
|
Date:
|
Wednesday,
July 18, 2007
|
Time:
|
9:00
a.m.
|
Place:
|
1500
DeKoven Avenue
Racine,
WI 53403-2552
|
Record
Date:
|
May
25, 2007
|
· |
submitting
a new proxy;
|
· |
giving
written notice before the annual meeting to the Company’s Secretary
stating that you are revoking your previous
proxy;
|
· |
revoking
your proxy in the same manner you initially submitted it - by telephone,
the Internet or mail; or
|
· |
attending
the annual meeting and voting your shares in
person.
|
Common
Stock
|
|||
Name
and Address of Owner
(1)
|
Number
of Shares Owned and
Nature
of Interest (2)(3)
|
Percent
of Class
|
|
Mario
J. Gabelli and affiliates (4)
One
Corporate Center
Rye,
New York 10580-1434
|
3,490,102
|
10.77
|
|
Shamrock
Partners Activist Value Fund, L.L.C. (5)
4444
Lakeside Drive
Burbank,
California 91505
|
2,092,900
|
6.46
|
|
Dimensional
Fund Advisors LP (6)
1299
Ocean Avenue
Santa
Monica, California 90401
|
2,090,075
|
6.45
|
|
Charles
P. Cooley
|
858
|
0*
|
|
Richard
J. Doyle
|
54,541
|
*
|
|
Frank
P. Incropera
|
37,885
|
*
|
|
Frank
W. Jones (7)
|
91,255
|
*
|
|
Dennis
J. Kuester (8)
|
69,941
|
*
|
|
Vincent
L. Martin (9)
|
46,152
|
*
|
|
Gary
L. Neale
|
82,275
|
*
|
|
Marsha
C. Williams
|
44,274
|
*
|
|
Michael
T. Yonker
|
58,596
|
*
|
|
David
B. Rayburn
|
372,321
|
1.15
|
|
Bradley
C. Richardson
|
120,607
|
*
|
|
Thomas
A. Burke
|
72,365
|
*
|
|
Klaus
A. Feldmann
|
139,550
|
*
|
|
Charles
R. Katzfey
|
137,530
|
*
|
|
James
R. Rulseh
|
131,052
|
*
|
|
All
directors and executive officers as a group (17 persons)(10)(11)
|
1,706,728
|
32.50
|
*
|
Represents
less than 1% of the class.
|
(1)
|
Except
as otherwise indicated, each person has the sole power to vote and
dispose
of all shares listed opposite his or her
name.
|
(2)
|
Includes
shares of common stock issuable upon the exercise of options as
follows:
|
Name
|
Number
of Shares Subject to Options
Exercisable
within 60 Days of May 25, 2007
|
Charles
P. Cooley
|
0
|
Richard
J. Doyle
|
33,803
|
Frank
P. Incropera
|
35,852
|
Frank
W. Jones
|
52,241
|
Dennis
J. Kuester
|
52,241
|
Vincent
L. Martin
|
35,852
|
Gary
L. Neale
|
53,265
|
Marsha
C. Williams
|
40,974
|
Michael
T. Yonker
|
52,241
|
Number
of
Shares
|
||||||
Name
|
Direct
Ownership
|
Options
Exercisable within
60
Days
of
May
25, 2007
|
Held
in 401(k)
Plan
|
Attributable
to
Deferred
Comp.
Plan
|
Held
in
ESOP
|
Restricted
Shares
(Not
Vested)
|
David
B. Rayburn
|
38,790
|
266,719
|
3,860
|
7,995
|
7,973
|
46,984
|
Bradley
C. Richardson
|
19,322
|
78,642
|
333
|
1,207
|
0
|
21,103
|
Thomas
A. Burke
|
2,759
|
47,378
|
263
|
299
|
0
|
21,666
|
Klaus
A. Feldmann
|
13,319
|
109,586
|
0
|
0
|
0
|
16,645
|
Charles
R. Katzfey
|
18,072
|
102,391
|
0
|
46
|
0
|
17,021
|
James
R. Rulseh
|
9,681
|
103,441
|
962
|
32
|
0
|
16,936
|
(4)
|
Based
on Schedule 13D/A filed under the Exchange Act, dated March 7, 2007.
Each
reporting person included in the Schedule 13D/A: Gabelli Funds, LLC;
GAMCO
Asset Management Inc.; and MJG Associates, Inc., has the sole power
to
vote or direct the vote and the sole power to dispose or direct the
disposition of the reported shares, except that (i) GAMCO Asset Management
does not have authority to vote 117,000 of the reported shares, and
(ii)
in certain circumstances, proxy voting committees may have voting
power
over the reported shares.
|
(5)
|
Based
on Schedule 13D/A filed under the Exchange Act, dated May 9, 2007.
Shamrock
Partners Activist Value Fund, L.L.C. (“Shamrock Partners”) is the managing
member of Shamrock Activist Value Fund GP, L.L.C., a Delaware limited
liability company (the “General Partner”), which is the general partner of
three funds that collectively own the shares reported. Shamrock Partners
has sole voting and dispositive power with respect to all of such
shares,
the General Partner has shared voting and dispositive power with
respect
to all of the shares, and each of the funds has shared voting and
dispositive power with respect to the shares held by the respective
funds.
|
(6)
|
Based
on Schedule 13G filed under the Exchange Act dated December 31, 2006.
Dimensional Fund Advisors LP has the sole power to vote or direct
the vote
and the sole power to dispose of or direct the disposition of the
reported
shares.
|
(7)
|
Mr.
Jones shares the power to vote and dispose of 11,295 shares of common
stock with his spouse.
|
(8)
|
Excludes
the shares held by Marshall & Ilsley Trust Company, N.A., a subsidiary
of Marshall & Ilsley Corporation, see footnote 1 to the table below
labeled Ownership
of Common Stock by Modine Employee Benefit
Plans.
|
(9)
|
Mr.
Martin shares the power to vote and dispose of 2,000 shares of common
stock with his spouse.
|
(10)
|
Includes
1,232,963 shares subject to the exercise of options within 60 days
of May
25, 2007.
|
(11)
|
None
of the shares of common stock held by a director or executive officer
are
pledged as security.
|
Common
Stock
|
||
Name
of Plan
|
Number
of Shares Owned
|
Percent
of Class
|
Administrative
Committee of Modine Stock Ownership
Plan
(“ESOP”)(1)
1500
DeKoven Avenue
Racine,
Wisconsin 53403-2552
|
1,405,000
|
4.33
|
Administrative
Committee of Modine’s 401(k) Salaried Savings Plan (2)(3)
(Members:
Gregory T. Troy, Margaret C. Kelsey, David B. Rayburn, Dean R.
Zakos)
|
713,212
|
2.17
|
Administrative
Committee of Modine’s 401(k) Hourly Savings Plan (2)(3)
(Members:
Gregory T. Troy, Laura O. Clampett, Randy G. De Pelecyn)
|
688,655
|
2.09
|
Administrative
Committee of Modine’s Master Retirement Trust for Pension Plans (3)(4)
(Members: David B. Rayburn, Bradley C. Richardson, Dean R. Zakos,
Gregory
T. Troy)
|
482,223
|
1.30
|
Administrative
Committee of Modine’s Deferred Compensation Plan (3)(5)
(Members:
Gregory T. Troy, Margaret C. Kelsey, David B. Rayburn, Dean R.
Zakos)
|
26,674
|
0.08
|
(1) |
Under
Exchange Act Rule 13d-3, the Administrative Committee of the ESOP may
be
deemed to be the beneficial owner of the shares held in the ESOP, although
Marshall & Ilsley Trust Company N.A. is trustee of the shares in the
ESOP. Marshall & Ilsley Trust Company N.A. is also the trustee of the
Company’s Employees’ Retirement Trusts (pension) and defined contribution
plans (including 401(k) plans). The participants in the ESOP are entitled
to direct how the stock represented by the units in their account will
be
voted and Marshall & Ilsley Trust Company N.A. votes undirected shares
in its sole discretion as it also does with undirected shares in the
defined contribution plans. Marshall & Ilsley Trust Company N.A., as
custodian, may be viewed as having voting or dispositive authority
in
certain situations pursuant to Department of Labor regulations or
interpretations of federal case law. Pursuant to Exchange Act Rule
13d-4,
inclusion of such shares in this table shall not be construed as an
admission that the reporting person or its affiliates are, for purposes
of
Sections 13(d) or 13(g) of the Exchange Act, the beneficial owners
of such
securities. Dennis Kuester, a director of the Company, is Chairman
of the
Board of Marshall & Ilsley Corporation and Chairman of M&I
Marshall & Ilsley Bank. Marshall & Ilsley Trust Company N.A. is a
subsidiary of Marshall & Ilsley Corporation. Marshall & Ilsley
Corporation and its subsidiaries specifically disclaim beneficial
ownership of stock held by the ESOP and the related trusts.
|
(2)
|
Under
Exchange Act Rule 13d-3, the Administrative Committee of the plan
may be
deemed to be the beneficial owner of the shares held in the plan,
although
Marshall & Ilsley Trust Company N.A. is trustee of the shares in the
plan. The participants are entitled to direct how the stock represented
by
the units in their account will be voted and Marshall & Ilsley Trust
Company N.A. votes undirected shares in its sole
discretion.
|
(3)
|
Marshall
& Ilsley Trust Company N.A., as custodian, may be viewed as having
voting or dispositive authority in certain situations pursuant to
Department of Labor regulations or interpretations of federal case
law.
Pursuant to Exchange Act Rule 13d-4, inclusion of such shares in
this
table shall not be construed as an admission that the reporting person
or
its affiliates are, for purposes of Sections 13(d) or 13(g) of the
Exchange Act, the beneficial owners of such securities. Dennis Kuester,
a
director of the Company, is Chairman of the Board of Marshall & Ilsley
Corporation and Chairman of M&I Marshall & Ilsley Bank. Marshall
& Ilsley Trust Company N.A. is a subsidiary of Marshall & Ilsley
Corporation. Marshall & Ilsley Corporation and its subsidiaries
specifically disclaim beneficial ownership of stock held by the plan
and
the related trusts.
|
(4)
|
Marshall
& Ilsley Trust Company N.A. is the trustee of the Master Trust that
holds the shares for Modine’s various non-union pension plans. The shares
held by such plans are voted by the Administrative Committee of the
plan.
|
(5)
|
The
shares held by such plan are voted by the Administrative Committee
of the
plan.
|
Name
|
Principal Occupation and Directorships
|
||
Nominees
to be Elected for Terms Expiring in 2010:
|
|||
Charles
P. Cooley
Age
51
Director
since
October
2006
|
Since
July 2005, Mr. Cooley has been Senior Vice President, Treasurer and
Chief
Financial Officer of The Lubrizol Corporation, Cleveland, Ohio, a
specialty chemical company. Mr. Cooley held the position of Vice
President
and Chief Financial Officer of The Lubrizol Corporation from April
1998 to
July 2005. Prior to joining The Lubrizol Corporation, Mr. Cooley
was
Assistant Treasurer of Corporate Finance, Atlantic Richfield Company
(ARCO) and Assistant Secretary, Manufacturers Hanover Trust Company.
|
||
Gary
L. Neale
Age
66
Director
since 1977
|
Retired.
Prior to January 2007, Mr. Neale was Chairman of NiSource, Inc.,
Merrillville, Indiana, a holding company for gas and electric utilities
and other energy-related subsidiaries. Mr. Neale served as Chief
Executive
Officer (1993 - July 2005) and President (1994 - November 2004) of
NiSource, Inc. Mr. Neale serves as a director of Chicago Bridge & Iron
Company N.V.
|
||
David
B. Rayburn
Age
59
Director
since 2003
|
President
and Chief Executive Officer of the Company since January 2003. Prior
to
that time, Mr. Rayburn was President and Chief Operating Officer
of the
Company (April 2002 - January 2003) and Executive Vice President
of the
Company (1998 - March 2002). Prior to joining the Company in 1991,
Mr.
Rayburn held various management positions with Rockwell International,
Inc., a diversified manufacturing company, including serving as director
of manufacturing for the Off-Highway Product and Drive Line Division
of
the Automotive Operations Group. Mr. Rayburn is also a director of
Twin
Disc, Incorporated and Jason Incorporated.
|
||
Directors
Continuing in Service for Terms Expiring in 2008:
|
|||
Frank
P. Incropera
Age
67
Director
since 1999
|
Clifford
and Evelyn Brosey Professor of Mechanical Engineering of the University
of
Notre Dame's College of Engineering, Notre Dame, Indiana since July
2006.
From 1998 to July 2006, Dr. Incropera was McCloskey Dean of the University
of Notre Dame’s College of Engineering. Dr. Incropera was with Purdue
University from 1966 to 1998 with the exceptions of research leaves
spent
at NASA-Ames (1969), U.C. Berkeley (1973-1974) and the Technical
University of Munich (1988).
|
||
Vincent
L. Martin
Age
67
Director
since 1992
|
Retired.
Mr. Martin was Chairman of the Board of Jason Incorporated, a diversified
manufacturing company based in Milwaukee, Wisconsin from January
1986 to
October 2004. He was Chief Executive Officer of Jason Incorporated
from
1986 to 1999. Mr. Martin's business career includes experience with
AMCA
International, FMC Corporation and Westinghouse Air Brake. Mr. Martin
is
also a director of Jason Incorporated and Proliance International,
Inc.
|
||
Marsha
C. Williams
Age
56
Director
since 1999
|
Ms.
Williams was Executive Vice President and Chief Financial Officer
of
Equity Office Properties Trust, a real estate investment trust located
in
Chicago, Illinois from August 2002 through February 8, 2007. Prior
to that
time, Ms. Williams was Chief Administrative Officer of Crate and
Barrel
(May 1998 to August 2002) and served as Vice President and Treasurer
of
Amoco Corporation; Vice President and Treasurer of Carson Pirie Scott
& Company; and Vice President of The First National Bank of Chicago.
Ms. Williams is also a director of Chicago Bridge & Iron Company N.V.,
Davis Funds and Selected Funds.
|
||
Directors
Continuing in Service for Terms Expiring in 2009:
|
|||
Frank
W. Jones
Age
67
Director
since 1982
|
Independent
management consultant in Tucson, Arizona. Mr. Jones's forty-five
year
career in business includes over twenty-five years of service with
Giddings & Lewis, Inc., a manufacturer of machine tools and, at that
time, a NYSE- listed company, the last five as President and Chief
Executive Officer. Mr. Jones served as an officer of the Company
in 1986
and 1987.
|
||
Dennis
J. Kuester
Age
65
Director
since 1993
|
Chairman
of the Board (since January 2005), Chief Executive Officer (January
2002 -
April 2007) and President (1987 to April 2005) of Marshall & Ilsley
Corporation, Chairman (since October 2001) and Chief Executive Officer
(October 2001 - April 2007) and President (1989 to 2001) of M&I
Marshall & Ilsley Bank, and Chairman of Metavante Corporation, a
Milwaukee, Wisconsin-based bank holding company, bank, and banking
services company, respectively. Mr. Kuester is also a director of
Marshall
& Ilsley Corporation and Wausau Paper Corporation.
|
||
Michael
T. Yonker
Age
64
Director
since 1993
|
Retired.
Prior to June 1998, Mr. Yonker was President and Chief Executive
Officer
of Portec, Inc., Lake Forest, Illinois, a manufacturer of material
handling equipment. Mr. Yonker is also a director of Woodward Governor
Company and EMCOR Group, Inc.
|
Meetings
Attended
|
Board
|
Committee
|
Charles
P. Cooley
|
3
of 4 (75%)
|
Audit
2 of 2 (100%)
Corp.
Gov. 1 of 1 (100%)
|
Richard
J. Doyle
|
6
of 6 (100%)
|
(chair)
Audit 4 of 4 (100%)
Pension
2 of 2 (100%)
Corp.
Gov. 1 of 1 (100%)
|
Frank
P. Incropera
|
5
of 6 (83%)
|
Audit
4 of 4 (100%)
Pension
1 of 2 (50%)
Corp.
Gov. 1 of 1 (100%)
|
Frank
W. Jones
|
6
of 6 (100%)
|
ONC
3 of 3 (100%)
(chair)
Pension 2 of 2 (100%)
Corp.
Gov. 1 of 1 (100%)
|
Dennis
J. Kuester
|
5
of 6 (83%)
|
ONC
3 of 3 (100%)
Corp.
Gov. 1 of 1 (100%)
|
Vincent
L. Martin
|
6
of 6 (100%)
|
Pension
2 of 2 (100%)
|
Gary
L. Neale
|
6
of 6 (100%)
|
Audit
4 of 4 (100%)
(chair)
ONC 3 of 3 (100%)
Corp.
Gov. 1 of 1 (100%)
|
David
B. Rayburn
|
6
of 6 (100%)
|
Not
applicable
|
Marsha
C. Williams
|
6
of 6 (100%)
|
Audit
4 of 4 (100%)
ONC
3 of 3 (100%)
Corp.
Gov. 0 of 1 (0%)
|
Michael
T. Yonker
|
6
of 6 (100%)
|
Audit
4 of 4 (100%)
ONC
3 of 3 (100%)
(chair)
Corp. Gov. 1 of 1 (100%)
|
Name
|
Fees
Earned or Paid in
Cash ($)
|
Stock
Awards ($)(1)(2)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)(3)
|
Total
($)
|
Charles
Cooley (4)
|
27,250
|
29,724
|
NA
|
56,974
|
Richard
Doyle
|
69,000
|
38,000
|
-
|
107,000
|
Frank
Incropera
|
54,250
|
0
|
-
|
54,250
|
Frank
Jones
|
59,500
|
38,000
|
-
|
97,500
|
Dennis
Kuester
|
49,750
|
38,000
|
-
|
87,750
|
Vincent
Martin
|
50,000
|
0
|
-
|
50,000
|
Gary
Neale
|
60,750
|
38,000
|
-
|
98,750
|
Marsha
Williams
|
57,500
|
0
|
-
|
57,500
|
Michael
Yonker
|
64,000
|
38,000
|
-
|
102,000
|
Prior
to the approval of the Amended Directors’ Plan, non-employee directors,
upon election or re-election to the board, received options to purchase
the number of shares of stock equal to the product of 6,000 times
(for
elections between July 2000 and July 2004) or 5,000 times (for elections
prior to July 2000) the number of years in the term to which such
director
was elected or re-elected. These options were granted at 100% of
the fair
market value of the common stock on the grant date. These options
expire
no later than ten years after the grant date and terminate no later
than
three years after termination of director status for any reason,
other
than death.
|
(2)
|
Represents
amounts expensed in fiscal 2007 relating to stock grants. Effective
April
1, 2006, the Company elected SFAS No. 123(R), which requires it to
recognize compensation expense for stock options and other stock-related
awards granted to our employees and directors based on the estimated
fair
value of the equity awards at the time of grant. The assumptions
used to
determine the value of the awards are discussed in Note 23 of the
Notes to
the Consolidated Financial Statements of the Company contained in
the
Company’s Form 10-K for the fiscal year ended March 31, 2007.
|
(3)
|
Represents
the change in pension value between the end of fiscal 2006 and fiscal
2007. The changes in pension value for the current directors under
the
Modine Manufacturing Company Director Emeritus Retirement Plan (the
"Director Emeritus Retirement Plan") were as follows: Mr. Doyle -
a
reduction of $2,535; Dr. Incropera - no change; Mr. Jones - a reduction
of
$4,174; Mr. Kuester - a reduction of $847; Mr. Martin - a reduction
of
$1,089; Mr. Neale - a reduction of $5,824; Ms. Williams - a reduction
of
$49; and Mr. Yonker - a reduction of $847. These amounts are not
included
in the table above because they are negative numbers. The change
in
pension value is solely a result of the change in the interest rate
used
to calculate the present value of the pension benefit under the Director
Emeritus Retirement Plan because no benefits otherwise continue to
accrue
under that plan.
|
The
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 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. All eligible directors who retired prior to July
1,
2000 continue to receive benefits pursuant to the Director Emeritus
Retirement Plan. All current directors eligible for participation,
Ms.
Williams, Messrs. Doyle, Jones, Kuester, Martin, Neale and Yonker,
and Dr.
Incropera, accrued pension benefits pursuant to the Director Emeritus
Retirement Plan until July 1, 2000.
|
Assumptions
for determination of change in pension value in the table above:
use of
discount rates of 5.92% as of March 31, 2007, 6.25% as of March 31,
2004,
5.75% as of March 31, 2005, and 5.92% as of March 31, 2006 to determine
the present value of the benefit and use of RP-2000 combined healthy
mortality tables (post-retirement decrement
only).
|
· |
Modine's
goals can only be achieved by the retention and attraction of competent,
highly skilled people;
|
· |
Compensation
is a primary factor in retaining and attracting
employees;
|
· |
Performance-based
compensation must balance rewards for short-term and long-term results;
|
· |
Compensation
must be linked to the interests of our shareholders by using stock
incentives, both stock awards and stock
options;
|
· |
Elements
of executive compensation: base salary; annual incentives (cash bonus);
and long-term incentives (stock-based) are targeted to be at the median
of
the market;
|
· |
Strong
financial and operational performance must be encouraged and shareholders’
investments must be preserved and enhanced over time without undue
risk in
the process; and
|
· |
Corporate
results need to be rewarded rather than independent performance of
operating units given the interdependence of those units and the benefits
derived from the fostered cooperation and optimization of resource
allocation.
|
· |
Leadership
abilities;
|
· |
Ability
to instill confidence in others and inspire the confidence of
others;
|
· |
Development
and successful implementation of Modine's long-term strategic plan
and
annual goals and objectives;
|
· |
Success
in meeting specified financial goals for the
Company;
|
· |
Development
and successful implementation of an effective senior management team
and
provision for management succession;
|
· |
Effective
communications with stakeholders; and
|
· |
Relationship
with the board.
|
Name
|
Bonus
($)
|
Salary
%
|
David
B. Rayburn
|
384,126
|
55
|
Bradley
C. Richardson
|
130,359
|
32
|
Thomas
A. Burke
|
144,050
|
32
|
Klaus
A. Feldmann
|
118,242
|
32
|
Charles
R. Katzfey
|
100,103
|
32
|
James
R. Rulseh
|
100,103
|
32
|
· |
Stock
Options (20% of long-term incentive dollars). Stock option grants drive
performance. Stock options have an exercise price equal to the fair
market
value of the common stock on the date of grant, are immediately
exercisable after one year of service with the Company (therefore,
for an
employee who has been employed by the Company for at least one year,
the
option is immediately exercisable) and have a term of ten years from
the
date of grant;
|
· |
Retention
Restricted Stock Awards (20% of long-term incentive dollars). Retention
stock awards reward employees for their continued commitment to the
Company. The Company grants the employees shares of restricted stock
and
the restrictions lapse on one-quarter of the shares each year for a
period
of four years; and
|
· |
Performance
Stock Awards (60% of long-term incentive dollars depending on the
achievement of the Threshold, Target or Maximum goals as described
below).
Awards of performance stock are earned by achieving corporate financial
goals over a three-year period and are granted after the end of that
three-year period. Payout levels vary based upon the achievement of
Threshold, Target or Maximum goals. Once earned, the performance stock
awards are not subject to any restriction.
|
Deferred
Compensation Plan.
The Deferred Compensation Plan is a non-qualified plan. It allows
an
employee to defer salary in an amount that exceeds the statutory
limitations applicable to the 401(k) Retirement Plans. For the 2006
calendar year, an employee could contribute no more than $15,000
to a
401(k) Retirement Plan. The Deferred Compensation Plan allows a highly
compensated employee to defer an amount of salary that exceeds $15,000
but
in no event can the deferral into the Deferred Compensation Plan
exceed
10% of base salary. Salary deferred pursuant to the Deferred Compensation
Plan is invested by the committee administering the plan and does
not earn
a preferential rate of return. Payments out of the Deferred Compensation
Plan are deferred until termination of service or retirement. The
employer
match is made in this plan only to the amount that was lost in the
401(k)
Retirement Plan due to statutory
limits.
|
· |
Annual
allowance for financial and tax planning
services;
|
· |
Eligibility
for annual physical examinations at an off-site medical
facility;
|
· |
In
extremely limited circumstances and where appropriate given the
significant time demands on Modine’s executives, use of Modine-owned
aircraft to travel to the Mayo Clinic in Rochester, Minnesota for annual
physical exams;
|
· |
Use
of Modine fleet vehicles for occasional personal use;
|
· |
Relocation
expenses; and
|
· |
Country
club initiation fees.
|
Gary
L. Neale, Chair
|
Marsha
C. Williams
|
Frank
W. Jones
|
Michael
T. Yonker
|
Dennis
J. Kuester
|
Name
and Principal
Position
|
Fiscal
l
Yearr
|
Salary
($)(1))
|
Bonus
($)(2)
|
Stock
Awards ($)(3))
|
Option
Awards
($)(3))
|
Non-Equity
Incentive Plan Compensation
($)
|
Change
in Pension Value and Nonqualified Deferred Compensation Earnings
($)(4)
|
All
Other Compensation ($)(5)
|
Total
($)
|
David
B. Rayburn
CEO
and
President
|
2007
|
702,000
|
-
|
690,912
|
226,005
|
384,126
|
362,727
|
79,081
|
2,444,851
|
Bradley
C. Richardson
EVP,
Finance and CFO
|
2007
|
405,000
|
-
|
269,040
|
88,011
|
130,359
|
7,294
|
44,864
|
944,568
|
Thomas
A. Burke EVP and COO
|
2007
|
448,366
|
-
|
266,098
|
87,048
|
144,050
|
0
|
44,507
|
990,069
|
Klaus
A.
Feldmann(6)
Regional
VP - Europe
|
2007
|
€275,000/
$367,352
|
-
|
€129,818/
$173,415
|
€42,465/
$56,726
|
€88,516/
$118,242
|
0
|
€51,308/
$68,538
|
€587,107/
$784,273
|
Charles
R. Katzfey
Regional
VP - Americas
|
2007
|
311,000
|
-
|
175,986
|
57,571
|
100,103
|
128,555
|
42,064
|
815,279
|
James
R. Rulseh Regional VP-Asia
|
2007
|
311,000
|
-
|
175,986
|
57,571
|
100,103
|
133,698
|
40,710
|
819,068
|
(3)
|
Represents
the amounts expensed in fiscal 2007 relating to grants of Retention
Restricted Stock Awards, Performance Stock Awards (Stock
Awards
column) and options (Option
Awards
column) under the Modine Manufacturing Company 2002 Incentive Compensation
Plan (the “2002 Plan”). See Grants
of Plan-Based Awards
table and Compensation
Discussion and Analysis - Equity Incentives - Long-Term
Compensation
for further discussion regarding the awards in fiscal 2007 and the
Outstanding
Equity Awards at Fiscal Year-End
table regarding all outstanding awards.
|
Effective
April 1, 2006, the Company adopted SFAS No. 123(R), which requires
it to
recognize compensation expense for stock options and other stock-related
awards granted to employees and directors based on the estimated
fair
value of the equity awards at the time of grant. The compensation
expense
for such awards is expensed at the time of grant. The assumptions
used to
determine the value of the awards, including the use of the Black-Sholes
method of valuation by the Company, are discussed in Note 23 of the
Notes
to the Consolidated Financial Statements of the Company contained
in the
Company’s Form 10-K for the fiscal year ended March 31, 2007.
|
(5)
|
The
amounts set forth in this column for fiscal 2007 include: Company
contributions under the 401(k) Retirement Plan (“401(k) Co. Match”);
Company matching contributions under the Modine Deferred Compensation
Plan
(“DC Co. Match”); Company contribution to the deferred contribution plan
(“Def. Contr. Plan”); Company payment of long-term disability insurance
premiums (“LTD Ins.”); (d) Company payment of life insurance premiums
(“Life Ins.”); dividends on unvested restricted stock; and perquisites and
other personal benefits.
|
Name
|
Fiscal
Year
|
401(k)
Co.
Match
($)
|
DC
Co.
Match ($)
|
Def.
Contr. Plan
($)
|
LTD
Ins. ($)
|
Life
Ins. ($)
|
Dividends
on Unvested Restricted
Stock ($)
|
Perquisites
($)
|
David
B. Rayburn
|
2007
|
7,235
|
17,065
|
8,800
|
845
|
2,322
|
36,665
|
6,149
|
Bradley
C. Richardson
|
2007
|
7,767
|
6,626
|
8,800
|
845
|
810
|
18,179
|
1,837
|
Thomas
A. Burke
|
2007
|
8,275
|
7,866
|
8,800
|
845
|
926
|
14,215
|
3,580
|
Klaus
A. Feldmann
|
2007
|
0
|
0
|
0
|
0
|
€13,750/
$18,368
|
€10,643/
$14,217
|
€26,914
$35,953
|
Charles
R. Katzfey
|
2007
|
8,028
|
3,168
|
8,800
|
845
|
2,459
|
14,629
|
4,135
|
James
R. Rulseh
|
2007
|
8,105
|
3,091
|
8,800
|
845
|
1,150
|
14,540
|
4,179
|
(6)
|
The
salary, bonus and other annual compensation for Mr. Feldmann, who
works
and lives in Germany, were paid to him in Euros. The amounts shown
in U.S.
dollars in the table above were converted from Euros at the exchange
rate
in effect at March 30, 2007:
$1=0.7486€.
|
Name
|
Grant
Date
|
Estimated
Future Payouts Under Non-Equity
Incentive Plan Awards (1)
|
Estimated
Future Payouts Under Equity
Incentive Plan Awards (2)
|
All
Other Stock Awards; Number of Shares of Stock or Units
(#)(3)
|
All
Other Option Awards; Number of Securities Under-
lying
Options (#)
|
Exercise
or Base Price of Option Awards ($/Sh)
|
Grant
Date Fair Value of Stock and Option Awards ($)
|
||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
($)
|
Target
($)
|
Maximum
($)
|
||||||
David
B. Rayburn
President
and CEO
|
5/03/2006
1/16/2007
|
298,350
|
596,700
|
1,193,400
|
336,960
|
842,400
|
1,474,200
|
11,101
|
32,379
|
27.22
|
916,917
|
Bradley
C. Richardson
EVP,
Finance and CFO
|
5/03/2006
1/16/2007
|
101,250
|
202,500
|
405,000
|
131,220
|
328,050
|
574,088
|
4,323
|
12,609
|
27.22
|
357,051
|
Thomas
A. Burke
EVP
and COO
|
5/03/2006
1/16/2007
|
108,150
|
216,300
|
432,600
|
129,780
|
324,450
|
567,788
|
4,275
|
12,471
|
27.22
|
353,145
|
Klaus
A. Feldmann
Regional
VP - Europe
|
5/03/2006
1/16/2007
|
91,838
|
183,676
|
367,352
|
84,573
|
211,433
|
370,007
|
2,786
|
8,127
|
27.22
|
230,141
|
Charles
R. Katzfey
Regional
VP - Americas
|
5/03/2006
1/16/2007
|
77,750
|
155,500
|
311,000
|
85,836
|
214,590
|
375,533
|
2,828
|
8,248
|
27.22
|
233,557
|
James
R. Rulseh Regional VP-Asia
|
5/03/2006
1/16/2007
|
77,750
|
155,500
|
311,000
|
85,836
|
214,590
|
375,533
|
2,828
|
8,248
|
27.22
|
233,557
|
(1)
|
The
awards are made under the Management Incentive Plan (“MIP”). The MIP is
Modine’s globally applied cash bonus plan and is described in Compensation
Discussion and Analysis - Cash Incentive Bonus
above. Award levels for the MIP are set prior to the beginning of
the
fiscal year.
|
(2)
|
Performance
Stock Awards at the Target level. See Compensation
Discussion and Analysis - Equity Incentives - Long-Term
Compensation
above.
|
(3)
|
Retention
Restricted Stock Awards. See Compensation
Discussion and Analysis - Equity Incentives - Long-Term
Compensation
above.
|
|
Option
Awards
|
Stock
Awards
|
||||||||||
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
(1)
|
Number
of Securities Underlying Unexercised Options (#)
Unexercisable(1)
|
Equity
Incentive Plan Awards; Number of Securities Underlying Unexercised
Unearned Options
(#)
|
Option
Exercise Price
($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock that Have Not
Vested ($)(2)
|
Market
Value of Shares or Units of Stock that Have Not Vested ($)(2)
|
Equity
Incentive Plan Awards; Number of Unearned Shares, Units or Other
Rights
that Have Not Vested
(#)(3)
|
Equity
Incentive Plan Awards; Market or Payout Value of Unearned Shares,
Units or
other Rights that Have
Not Vested ($)(3)
|
|||
David
B. Rayburn
President
and CEO
|
15,366
20,487
25,608
25,609
40,974
22,945
30,730
26,633
25,988
32,379
|
N/A
|
N/A
|
33.13
32.46
24.41
22.70
22.24
18.09
28.48
30.82
32.61
27.22
|
1/21/2008
1/20/2009
1/19/2010
1/17/2011
1/16/2012
1/06/2013
1/20/2014
1/18/2015
1/17/2016
1/16/2017
|
54,784
|
1,254,554
|
26,108
|
795,622
|
|||
Bradley
C. Richardson
EVP,
Finance and CFO
|
25,608
16,390
14,238
9,797
12,609
|
N/A
|
N/A
|
20.96
28.48
30.82
32.61
27.22
|
5/12/2013
1/20/2014
1/18/2015
1/17/2016
1/16/2017
|
27,683
|
633,941
|
10,004
|
304,747
|
|||
Thomas
A. Burke
EVP
and COO
|
25,609
9,298
12,471
|
N/A
|
N/A
|
30.40
32.61
27.22
|
5/31/2015
1/17/2016
1/16/2017
|
21,666
|
496,151
|
9,699
|
295,310
|
|||
Klaus
A. Feldmann
Regional
VP - Europe
|
6,146
6,146
12,292
15,366
20,487
11,472
12,292
10,653
6,605
8,127
|
N/A
|
N/A
|
33.13
32.46
24.41
22.70
22.24
18.09
28.48
30.82
32.61
27.22
|
1/21/2008
1/20/2009
1/19/2010
1/17/2011
1/16/2012
1/06/2013
1/20/2014
1/18/2015
1/17/2016
1/16/2017
|
19,525
|
447,123
|
6,595
|
201,008
|
Charles
R. Katzfey
Regional
VP - Americas
|
8,195
8,195
12,292
15,366
20,487
12,292
10,653
6,663
8,248
|
N/A
|
N/A
|
33.13
32.46
24.41
22.70
22.24
28.48
30.82
32.61
27.22
|
1/21/2008
1/20/2009
1/19/2010
1/17/2011
1/16/2012
1/20/2014
1/18/2015
1/17/2016
1/16/2017
|
19,901
|
455,733
|
6,672
|
203,341
|
James
R. Rulseh Regional VP - Asia
|
8,195
8,195
8,194
9,219
20,487
11,472
12,292
10,653
6,486
8,248
|
N/A
|
N/A
|
33.13
32.46
24.41
22.70
22.24
18.09
28.48
30.82
32.61
27.22
|
1/21/2008
1/20/2009
1/19/2010
1/17/2011
1/16/2012
1/16/2013
1/20/2014
1/18/2015
1/17/2016
1/16/2017
|
19,816
|
453,786
|
6,583
|
200,564
|
(3) |
Performance
Stock Awards under the 2002 Plan at the Target level. See Compensation
Discussion and Analysis - Equity Incentives - Long-Term Compensation
for
a description of Performance Stock Awards. The market value of the
awards
was determined by multiplying the number of unvested shares by $22.90,
the
closing price of the Company’s common stock on March 30,
2007.
|
Option
Awards
|
Stock
Awards
|
|||
Name
|
Number
of Shares Acquired on Exercise (#)
|
Value
Realized on Exercise
($)
|
Number
of Shares Acquired on Vesting
(#)
|
Value
Realized on Vesting
($)
|
David
B. Rayburn
President
and CEO
|
N/A
|
N/A
|
700
800
6,300
1,000
3,000
2,227
1,000
1,000
|
19,831
(1)
22,664
(2)
166,824
(3)
22,900
(4)
74,580
(5)
60,062
(6)
26,370
(7)
27,160
(8)
|
Bradley
C. Richardson
EVP,
Finance and CFO
|
N/A
|
N/A
|
480
6,100
839
600
600
|
13,598
(2)
161,528
(3)
22,628
(6)
15,822
(7)
16,296
(8)
|
Thomas
A. Burke
EVP
and COO
|
N/A
|
N/A
|
5,000
797
|
117,500
(9)
21,495
(6)
|
Klaus
A. Feldmann
Regional
VP - Europe
|
N/A
|
N/A
|
300
480
2,100
700
1,600
566
600
600
|
8,499
(1)
13,598
(2)
55,608
(3)
16,030
(4)
39,776
(5)
15,265
(6)
15,822
(7)
16,296
(8)
|
Charles
R. Katzfey
Regional
VP - Americas
|
5,527
5,945
|
54,721
(10)
55,946
(11)
|
300
480
2,100
700
1,920
571
600
600
|
8,499
(1)
13,598
(2)
55,608
(3)
16,030
(4)
47,731
(5)
15,400
(6)
15,822
(7)
16,296
(8)
|
James
R. Rulseh
Regional
VP - Asia
|
N/A
|
N/A
|
300
480
2,100
700
1,880
556
600
600
|
8,499
(1)
13,598
(2)
55,608
(3)
16,030
(4)
46,737
(5)
14,995
(6)
15,822
(7)
16,296
(8)
|
(1)
|
Shares
vested on May 5, 2006 at $28.33 per
share.
|
(2)
|
Shares
vested on May 6, 2006 at $28.33 per
share.
|
(3)
|
Shares
vested on May 12, 2006 at $26.48 per
share.
|
(4)
|
Shares
vested on August 22, 2006 at $22.90 per
share.
|
(5)
|
Shares
vested on January 6, 2007 at $24.86 per
share.
|
(6)
|
Shares
vested on January 17, 2007 at $26.97 per
share.
|
(7)
|
Shares
vested on January 18, 2007 at $26.37 per
share.
|
(8)
|
Shares
vested on January 20, 2007 at $27.16 per
share.
|
(9)
|
Shares
vested on May 31, 2006 at $23.50 per
share.
|
(10)
|
5,527
options with an exercise price of $18.09 and sale price of $27.99
per
share.
|
Name
|
Plan
Name
|
Number
of Years
Credited
Service (#)
|
Present
Value of
Accumulated
Benefit ($)
|
Payments
During
Last
Fiscal Year ($)
|
David
B. Rayburn
President
and CEO
|
Salaried
Pension Plan
SERP
Total
|
15.3
15.3
|
499,795
1,754,318
___________
2,254,113
|
0
0
_______
0
|
Bradley
C. Richardson
EVP,
Finance and CFO
|
Salaried
Pension Plan
SERP
Total
|
3.1
3.1
|
56,003
73,032
___________
129,035
|
0
0
_______
0
|
Thomas
A. Burke
EVP
and COO
|
NA
|
NA
|
NA
|
NA
|
Klaus
A. Feldmann
Regional
VP - Europe
|
NA
|
NA
|
NA
|
NA
|
Charles
R. Katzfey
Regional
VP - Americas
|
Salaried
Pension Plan
SERP
Total
|
19.2
19.2
|
672,873
614,876
___________
1,287,749
|
0
0
_______
0
|
James
R. Rulseh
Regional
VP - Asia
|
Salaried
Pension Plan
SERP
Total
|
29
29
|
619,879
516,972
___________
1,136,851
|
0
0
_______
0
|
Name
|
Executive
Contributions
in
Last
FY ($)(1)
|
Registrant
Contributions
in Last
FY
($)
|
Aggregate
Earnings in
Last
FY ($)
|
Aggregate
Withdrawals/Distributions
($))
|
Aggregate
Balance
at
Last
FYE
($)
|
David
B. Rayburn
President
and CEO
|
61,986
|
17,065
|
(16,357)
|
0
|
574,824
|
Bradley
C. Richardson
EVP,
Finance and CFO
|
40,494
|
6,626
|
13,400
|
0
|
212,140
|
Thomas
A. Burke
EVP
and COO
|
5,520
|
7,866
|
1,113
|
0
|
40,324
|
Klaus
A. Feldmann
Regional
VP - Europe
|
NA
|
NA
|
NA
|
NA
|
NA
|
Charles
R. Katzfey
Regional
VP - Americas
|
31,057
|
3,168
|
10,443
|
0
|
258,836
|
James
R. Rulseh Regional VP-Asia
|
3,103
|
3,091
|
727
|
0
|
20,668
|
(1)
|
Amounts
include any deferrals of base salary and such amounts are included
in the
“Base Salary” column of the Summary
Compensation
table.
|
· |
The
amounts shown in the tables assume that each named executive officer
terminated employment on March 31, 2007. Accordingly, the tables reflect
amounts earned as of March 31, 2007 and include estimates of amounts
that
would be paid to the named executive officer upon the occurrence of
the
situations described in the tables. The actual amounts that would be
paid
to a named executive officer can only be determined at the time of
termination, including termination following a change in
control.
|
· |
The
tables below include amounts the Company is obligated to pay the named
executive officer as a result of a contract, plan or arrangement that
the
Company has with that particular individual because of his status as
a
named executive officer. The tables do not include benefits that are
paid
generally to all salaried employees or, like the Deferred Compensation
Plan, are payable to a broad group of salaried employees. Therefore,
the
named executive officers would receive benefits in addition to those
set
forth in the tables. For example, a named executive officer would be
entitled to receive all amounts accrued and vested under the Company’s
retirement and savings programs including the 401(k) Retirement Plan
and
Deferred Compensation Plans. These amounts would be determined and
paid in
accordance with the applicable plans and are not included in the
tables.
|
· |
A
named executive officer is entitled to receive amounts earned during
his
term of employment regardless of the manner in which the named executive
officer’s employment is terminated. These amounts include base salary and
unused vacation pay. These amounts are not shown in the
tables.
|
· |
Since
we have assumed a March 31, 2007 termination date, each of the named
executive officers would be entitled to receive the annual cash incentive
compensation payment earned under the Management Incentive Plan for
fiscal
2007. The amount set forth in the tables for prorated annual cash
incentive compensation is the actual annual incentive compensation
earned
by each named executive officer during fiscal 2007 and is the same
amount
set forth in the “Non-Equity Incentive Compensation” column of the
Summary
Compensation Table above.
|
· |
The
ONC Committee has discretion to award the named executive officer an
annual cash incentive compensation payment. Discretionary annual cash
incentive compensation payments are not typically awarded in the event
of
a voluntary termination (unless it is a retirement) or a termination
for
cause.
|
· |
Messrs.
Rayburn, Richardson and Burke were subject to the employment agreements
executed in June 2007. We are making this assumption because the severance
period for Mr. Burke in the event of termination following a change
in
control is now three times a specified base salary and bonus amount
rather
than two times, as was the case under his prior employment agreement.
In
addition, under the new agreement, Mr. Burke’s severance period after a
change in control is three years rather than two. We think reference
to
the new agreement rather than the old this gives the reader a better
idea
of the severance available to Mr. Burke now and in the
future.
|
· |
All
Performance Stock Awards would be forfeited if the termination of
employment of any named executive officer were to occur on March 31,
2007.
At March 31, 2007, none of the Performance Stock Award targets have
been
achieved and none of the Performance Stock Award plans (which are three
years in length) have concluded. Generally, a participant in such plan
must be employed by the Company when the plan has concluded in order
to
receive the award.
|
· |
pay
to the executive an amount equal to three times his "Average Annual
Earnings" ("Average Annual Earnings" means the average base salary
and
actual bonus he earned in the five taxable years preceding the year
of
termination unless he has been employed for a lesser period of time)
in a
lump sum within 60 days after the date of termination of employment,
but
no earlier than the first date on which the Company may make such payment
without causing an additional tax to be paid by the executive under
Section 409A of the Internal Revenue Code of 1986 (the “Code”);
and
|
· |
continue,
for a period of 36 months from the date of termination, to participate
in
all employee benefits, including incentive plans, as if the executive
were
still employed, including providing supplements to the executive’s
retirement pension, 401(k) Retirement Plan and non-qualified plan to
provide the executive with benefits that otherwise are reduced by
statutory limitations on qualified benefit plans. In the event that
such
plans preclude such participation, the Company would pay an equivalent
amount in cash.
|
· |
pay
to the executive an amount equal to three times the greater of:
(i) the sum of his base salary and target bonus or (ii) his five
year average base salary and actual bonus, payable in a lump sum within
60
days after the date of termination of employment, but no earlier than
the
first date on which the Company may make such payment without causing
an
additional tax to be paid by the executive under Section 409A of the
Code;
|
· |
pay
to the executive an amount equal to the pro-rata portion of the target
bonus for the calendar year in which his employment
terminated;
|
· |
provide
the executive with a supplemental pension benefit and supplemental
defined
contribution plan benefit as if he were employed for the three years
after
termination of employment at the salary level at the time of
termination;
|
· |
accelerate
the vesting of any stock options or stock awards so that all such awards
would immediately vest or the restrictions would lapse, as the case
may
be, on the date of termination;
|
· |
if
payments made to the executive were subject to the excise tax provisions
of Section 4999 of the Code, pay the executive an additional lump sum
payment sufficient to cover the full cost of such excise taxes and
his
federal, state and local income and employment taxes on the payment;
and
|
· |
continue
to provide coverage to the executive, his spouse and other dependents
under all welfare plans maintained by the Company in which such persons
were participating immediately prior to the termination unless precluded
by the plan, in such case the Company would pay an equivalent amount
in
cash.
|
Termination
Event
|
Base
Salary
($)
|
MIP
Bonus($)
|
Value
of Accelerated Restricted
Stock ($)
|
Benefits($)
|
Total($)
|
Retirement
prior to a Change in Control (1)
|
Paid
through the end of the month
|
384,126
|
1,254,554
|
1,795,662
|
3,434,342
|
Death
(2)
|
Paid
through the end of the month
|
384,126
|
1,254,554
|
864,791
|
2,503,471
|
Disability
(3)(4)
|
2,389,477
|
Included
with Base Salary
|
1,254,554
|
1,795,662
|
5,439,693
|
Without
Cause, for good reason or non-renewal of employment agreement
(4)(5)
|
2,820,401
|
Paid
as severance and included with Base Salary
|
1,254,554
|
1,194,601
|
5,269,556
|
Change
in Control (4)(6)
|
3,258,378
|
Paid
as severance and included with Base
Salary
|
1,254,554
|
4,640,459
|
9,153,391
|
(1)
|
Mr.
Rayburn is eligible for early retirement. Mr. Rayburn’s employment
agreement does not address the benefits he would receive upon retirement.
For purposes of the table, we have assumed that Retention Restricted
Stock
Awards would vest at $22.90, the closing price of the Company’s common
stock on March 30, 2007. If Mr. Rayburn had actually retired on March
31,
2007, the ONC Committee would determine whether any unvested shares
of
restricted stock would vest at early retirement. As an employee of
the
Company prior to February 1, 2002, Mr. Rayburn is eligible for retiree
medical health care benefits but because that benefit is available
to all
salaried employees hired prior to February 1, 2002, we have not included
that benefit in this table. We have included in the “Benefits” column, the
amount Mr. Rayburn would receive upon retirement under the Supplemental
Employment Retirement Plan (the “SERP”).
|
(2)
|
At
death, under the terms of his employment agreement, Mr. Rayburn would
receive any unpaid compensation through March 31, 2007 and a lump
sum
payment of the amount payable to him under the MIP for fiscal 2007.
In
addition, all of the Retention Restricted Stock Awards would vest
at
$22.90, the closing price of the Company’s common stock on March 30, 2007.
We have included in the “Benefits” column, the amount Mr. Rayburn would be
paid upon death under the SERP.
|
(3)
|
Upon
termination as a result of a disability, under the terms of his employment
agreement, Mr. Rayburn would receive, during the continuation of
the
disability, 100% of his base salary and MIP for the first 12 months
of
disability and 60% of Base Salary and MIP for the following 24 months
of
disability minus the amount of any Company group insured long-term
disability benefits. For purposes of this table, we have not subtracted
from the estimated payments to Mr. Rayburn for any benefit available
from
the Company group insured long-term disability plan. Upon the occurrence
of a disability, all of the awards of Retention Restricted Stock
would
vest at $22.90, the closing price of the Company’s common stock on March
30, 2007. We have included in the “Benefits” column, the amount Mr.
Rayburn would receive upon disability under the SERP.
|
(4)
|
The
Company would pay a combination of Base Salary and Management Incentive
Plan (“MIP”) bonus. Therefore, the payment set forth under Base Salary
includes amounts attributable to the MIP
bonus.
|
(5)
|
In
the event of an involuntary termination (without Good Cause, for
good
reason or non-renewal of employment agreement), the Company would
pay Mr.
Rayburn an amount equal to three times his "Average Annual Earnings"
and
continue, for a period of 36 months from the date of termination,
to pay
all employee benefits as if Mr. Rayburn were still employed. As a
result,
Mr. Rayburn and his spouse, as applicable, would receive health care
and
dental benefits, life insurance, long-term disability insurance,
401(k)
Retirement Plan and Deferred Compensation Plan match and contributions
to
the Company’s defined contribution plan. It is assumed for purposes of
this table that the defined contribution plan match would be three
percent
of base salary and the MIP bonus discounted at 5.92% to determine
present
value the future payments. Mr. Rayburn would not accumulate any additional
benefit under the Company’s defined benefit plans because the Company’s
pension benefits are based on an employee's earnings for the five
highest
consecutive of the last ten calendar years preceding retirement and
on
years of service. The determination of pension benefit compensation
uses
essentially the same calculation. Therefore, any increase in pension
benefit attributable to the three year severance period would be
negligible and is not included in the table. Finally, all of the
Retention
Restricted Stock Awards would vest at $22.90, the closing price of
the
Company’s common stock on March 30, 2007.
|
The
“Benefits” column for Mr. Rayburn consists of the following: $77,677 for
three years of employee benefits (including $25,272 for Company
contributions to the 401(k) Retirement Plan and Deferred Compensation
Plan); $68,262 for Company contributions to the defined contribution
plan;
and $1,795,662 paid under the SERP.
|
(6)
|
Upon
the occurrence of a Change in Control and subsequent termination
of
employment, the Company would provide the following to Mr.
Rayburn:
|
· |
an
amount equal to three times the greater of: (i) the sum of his base
salary and target bonus or (ii) his five year average base salary and
actual bonus;
|
· |
an
amount equal to the pro-rata portion of the target bonus for the calendar
year in which his employment terminated;
|
· |
a
supplemental pension benefit and supplemental defined contribution
plan
benefit as if he were employed for the three years after termination
of
employment at the salary level at the time of termination;
|
· |
accelerated
vesting of any stock options or stock awards so that all such awards
would
immediately vest or the restrictions would lapse, as the case may be,
on
the date of termination;
|
· |
if
payments made were subject to the excise tax provisions of Section
4999 of
the Code (excise tax), an additional lump sum payment sufficient to
cover
the full cost of such excise tax and his federal, state and local income
and employment taxes on the excise tax payment;
and
|
· |
continued
coverage for him, his spouse and other dependents under all welfare
plans
maintained by the Company in which such persons were participating
immediately prior to the termination unless precluded by the plan,
in
which case, the Company would pay an equivalent amount in cash.
|
It
is assumed for purposes of this table that the defined contribution
plan
match would be three percent of Base Salary and the MIP bonus with
a
discount rate of 5.92% used to present value future payments.
|
All
of the Retention Restricted Stock Awards would vest at $22.90, the
closing
price of the Company’s common stock on March 30, 2007.
|
We
have assumed that all payments, other than Company contributions
to the
401(k) Retirement Plan and defined contribution plan, as a result
of
termination following a Change in Control are “excess parachute payments”
as defined in Section 280G of the Code for purposes of determining
excise
tax and the gross-up of the excise tax
amount.
|
The
“Benefits” column, therefore, contains the following: $77,677 for three
years of employee benefits (including $25,272 for Company contributions
to
the 401(k) Retirement Plan and Deferred Compensation Plan); $87,226
for
Company contributions to the defined contribution plan; $2,404,657
paid
under the SERP and $2,070,899 for excise tax and gross-up of the
excise
tax amount.
|
Termination
Event
|
Base
Salary
($)
|
MIP
Bonus ($)
|
Value
of Accelerated Restricted Stock
($)
|
Benefits
($)
|
Total
($)
|
Retirement
prior to a Change in Control (1)
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Death
(2)
|
Paid
through the end of the month
|
130,359
|
633,941
|
Paid
in accordance with plans available to salaried employees
|
764,300
|
Disability
(3)(4)
|
1,177,790
|
Included
with Base Salary
|
633,941
|
Paid
in accordance with plans available to salaried employees
|
1,811,731
|
Without
Cause, for good reason or non-renewal of employment agreement
(4)(5)
|
1,622,961
|
Paid
as severance and included with Base Salary
|
633,941
|
211,364
|
2,468,266
|
Change
in Control (4)(6)
|
1,622,961
|
Paid
as severance and included with Base Salary
|
633,941
|
844,767
|
3,101,669
|
(1)
|
Mr.
Richardson is not eligible for retirement at March 31,
2007.
|
(2)
|
At
death, under the terms of his employment agreement, Mr. Richardson
would
receive any unpaid compensation through March 31, 2007 and a lump
sum
payment of the amount payable to him under the MIP for fiscal 2007.
In
addition, all of the Retention Restricted Stock Awards would vest
at
$22.90, the closing price of the Company’s common stock on March 30, 2007.
Mr. Richardson is not vested in the Company’s defined benefit pension
plan, therefore, if Mr. Richardson were to die on March 31, 2007,
he would
not receive any benefit under the Salaried Pension Plan or the
SERP.
|
(3)
|
Mr.
Richardson would receive the same types of benefits that Mr. Rayburn
would
receive in this situation. See footnote 2 to the table above describing
the types of benefits Mr. Rayburn would receive; provided, however,
that
Mr. Richardson is not vested in the pension plan or SERP.
|
(4)
|
The
Company would pay a combination of Base Salary and MIP. Therefore,
the
payment set forth under Base Salary includes amounts attributable
to the
MIP.
|
(5)
|
Mr.
Richardson would receive the same types of benefits that Mr. Rayburn
would
receive in this situation. See footnote 5 to the table above describing
the types of benefits Mr. Rayburn would receive. Mr. Richardson would
become vested in the Salaried Pension Plan during the three year
period
following his termination. The “Benefits” column for Mr. Richardson
consists of the following: $46,287 for three years of employee benefits
(including $14,580 for Company contributions to the 401(k) Retirement
Plan
and Deferred Compensation Plan); $36,130 for Company contributions
to the
defined contribution plan; and $165,077 paid under the
SERP.
|
(6)
|
Mr.
Richardson would receive the same types of benefits that Mr. Rayburn
would
receive in this situation. See footnote 6 to the table above describing
the types of benefits Mr. Rayburn would receive. Mr. Richardson would
become vested in the Salaried Pension Plan during the three year
period
following his termination. The “Benefits” column for Mr. Richardson
consists of the following: $46,287 for three years of employee benefits
(including $14,580 for Company contributions to the 401(k) Retirement
Plan
and Deferred Compensation Plan); $42,994 for Company contributions
to the
defined contribution plan; $135,050 paid under the SERP; and $620,436
for
excise tax and gross-up of the excise tax amount.
|
Termination
Event
|
Base
Salary
($)
|
MIP
Bonus
($)
|
Value
of Accelerated Restricted Stock
($)
|
Benefits
($)
|
Total
($)
|
Retirement
prior to a Change in Control (1)
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Death
(2)
|
Paid
through the end of the month
|
144,050
|
496,151
|
Paid
in accordance with plans available to salaried employees
|
640,201
|
Disability
(3)(4)
|
1,303,315
|
Included
Base Salary
|
496,151
|
Paid
in accordance with plans available to salaried employees
|
1,799,466
|
Without
Cause, for good reason or non-renewal of employment agreement
(4)(5)
|
1,964,745
|
Paid
as severance with Base Salary
|
496,151
|
95,707
|
2,556,603
|
Change
in Control (4)(6)
|
1,964,745
|
Paid
as severance with Base Salary
|
496,151
|
712,057
|
3,172,953
|
(1)
|
Mr.
Burke is not eligible for retirement at March 31,
2007.
|
(2)
|
At
death, under the terms of his employment agreement, Mr. Burke would
receive any unpaid compensation through March 31, 2007 and a lump
sum
payment of the amount payable to him under the MIP for fiscal 2007.
In
addition, all of the Retention Restricted Stock Awards would vest
at
$22.90, the closing price of the Company’s common stock on March 30, 2007.
Mr. Burke is not eligible to participate in the Salaried Pension
Plan or
the SERP.
|
(3)
|
Mr.
Burke would receive the same types of benefits that Mr. Rayburn would
receive in this situation. See footnote 2 to the table above describing
the types of benefits Mr. Rayburn would receive; provided, however,
that
Mr. Burke is not eligible to participate in the pension plan or the
SERP.
|
(4)
|
The
Company would pay a combination of Base Salary and MIP. Therefore,
the
payment set forth under Base Salary includes amounts attributable
to the
MIP.
|
(5)
|
Mr.
Burke would receive the same types of benefits that Mr. Rayburn would
receive in this situation. See footnote 5 to the table above describing
the types of benefits Mr. Rayburn would receive. Mr. Burke, however,
is
not eligible to participate in the Salaried Pension Plan or the SERP.
The
“Benefits” column for Mr. Burke consists of the following: $48,582 for
three years of employee benefits (including $15,574 for Company
contributions to the 401(k) Retirement Plan and Deferred Compensation
Plan) and $47,122 for Company contributions to the defined contribution
plan.
|
(6)
|
Mr.
Burke would receive the same types of benefits that Mr. Rayburn would
receive in this situation. See footnote 6 to the table above describing
the types of benefits Mr. Rayburn would receive. Mr. Burke, however,
is
not eligible to participate in the Salaried Pension Plan or the SERP.
The
“Benefits” column for Mr. Burke consists of the following: $48,582 for
three years of employee benefits (including $15,574 for Company
contributions to the 401(k) Retirement Plan and Deferred Compensation
Plan); $47,576 for Company contributions to the defined contribution
plan;
and $615,899 for excise tax and gross-up of the excise tax
amount.
|
Termination
Event
|
Base
Salary ($)
|
MIP
Bonus
($)
|
Value
of Accelerated Restricted Stock
($)
|
Benefits
($)
|
Total
($)
|
Retirement
prior to a Change in Control (1)
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Death
(2)
|
Paid
through the end of the month
|
88,516
|
447,123
|
Not
eligible
|
535,639
|
Disability
(3)
|
485,594
|
Included
with Base Salary
|
447,123
|
Not
eligible
|
932,717
|
Without
Cause, for good reason or non- renewal of employment agreement
(4)
|
1,456,782
|
Included
with Base Salary
|
Subject
to ONC Committee approval
|
Not
applicable
|
1,456,782
|
Change
in Control
|
Not
eligible
|
Not
eligible
|
Subject
to ONC Committee approval
|
Not
eligible
|
Subject
to ONC Committee approval
|
(1)
|
Mr.
Feldmann is not eligible for retirement at March 31,
2007.
|
(2)
|
At
death, Mr. Feldmann would receive any unpaid compensation through
March
31, 2007 and a lump sum payment of the amount payable to him under
the MIP
for fiscal 2007. In addition, all of the Retention Rrestricted Stock
Awards would vest at $22.90, the closing price of the Company’s common
stock on March 30, 2007. Mr. Feldmann is not eligible to participate
in
the Company’s defined benefit pension plan or SERP.
|
(3)
|
In
the event of termination of Mr. Feldmann’s employment because of a
disability, he would be paid his monthly gross pay as well as any
incentive compensation under the MIP for a period of up to six months,
after the deduction of any salary replacement Mr. Feldmann receives.
If
the disability exceeds six months, Mr. Feldmann may receive another
six
months’ of gross salary minus the gross salary the Company must pay a
substitute performing his job. For purposes of this table, we have
assumed
that Mr. Feldmann would receive six months at 100% of monthly gross
pay
and six months at 50% of monthly gross pay. Upon the occurrence of
a
disability, all of the Retention Restricted Stock Awards would immediately
vest. For purposes of this table, we have assumed that the restricted
shares will vest at $22.90, the closing price of the Company’s common
stock on March 30, 2007.
|
(4)
|
In
the event that Mr. Feldmann’s employment with Modine Holding GmbH were
involuntarily terminated, Mr. Feldmann would receive his salary and
incentive compensation for the remainder of the term of the agreement.
Mr.
Feldmann’s employment agreement expires on March 31, 2010.
|
Termination
Event
|
Base
Salary
($)
|
MIP
($)
|
Value
of Accelerated Restricted Stock
($)
|
Benefits
($)
|
Total
($)
|
Retirement
prior to a Change in Control (1)
|
Paid
through the end of the month
|
100,103
|
455,733
|
625,470
|
1,181,306
|
Death
(2)
|
Paid
through the end of the month
|
100,103
|
455,733
|
300,068
|
855,904
|
Disability
(3)
|
Paid
in accordance with plans available to salaried employees
|
100,103
|
455,733
|
625,470
|
1,181,306
|
Without
Cause, for good reason or non-renewal of employment agreement (4)
|
Not
estimable
|
Not
estimable
|
Not
estimable
|
Not
estimable
|
Not
estimable
|
Change
in Control (5)
|
822,206
|
Paid
as severance and included with Base Salary
|
455,733
|
2,204,663
|
3,482,602
|
(1)
|
Mr.
Katzfey is eligible for early retirement. We have assumed that all
of the
Retention Restricted Stock Awards would vest at $22.90, the closing
price
of the Company’s common stock on March 30, 2007. If Mr. Katzfey had
actually retired on March 31, 2007, the ONC Committee would determine
whether any unvested shares of restricted stock would vest at early
retirement. As an employee of the Company prior to February 1, 2002,
Mr.
Katzfey is eligible for retiree medical health care benefits but
because
that benefit is available to all salaried employees hired prior to
February 1, 2002, we have not included that benefit in this table.
We have
included in the Benefits column, the amount Mr. Katzfey would receive
upon
retirement under the SERP.
|
(2)
|
At
death, Mr. Katzfey would receive any unpaid compensation through
March 31,
2007 and a lump sum payment of the amount payable to him under the
MIP for
fiscal 2007. In addition, all of the Retention Restricted Stock Awards
would vest at $22.90, the closing price of the Company’s common stock on
March 30, 2007. We have included in the Benefits column, the amount
Mr.
Katzfey would receive upon death under the SERP.
|
(3)
|
Retention
Restricted Stock Awards would vest at $22.90, the closing price of
the
Company’s common stock on March 30, 2007. Benefits, other than the vesting
of Retention Restricted Stock Awards and payment under the SERP,
are
provided in accordance with plans generally available to salaried
employees of the Company. We have included in the “Benefits” column, the
amount Mr. Katzfey would receive upon disability under the SERP.
|
(4)
|
In
the event of an involuntary termination, the ONC Committee has the
sole
discretion to determine the amount, if any, of severance payments
and
benefits that would be offered to Mr. Katzfey. We do not have sufficient
experience with involuntary termination of executives at the position
of
Mr. Katzfey to estimate the amount or range of amounts of severance
payments and benefits that would be
offered.
|
(5)
|
Mr.
Katzfey would receive the same types of benefits that Mr. Rayburn
would
receive in this situation; provided, however, that he would receive
two
times specified salary and bonus rather than three times. The “Benefits”
column for Mr. Katzfey consists of the following: $35,435 for three
years
of employee benefits (including $11,196 for Company contributions
to the
401(k) Retirement Plan and Deferred Compensation Plan); $22,637 for
Company contributions to the defined contribution plan; $1,372,940
paid
under the SERP; and $773,651 for excise tax and gross-up of the excise
tax
amount.
|
Termination
Event
|
Base
Salary ($)
|
MIP
($)
|
Value
of Accelerated Restricted
Stock ($)
|
Benefits($)
|
Total
($)
|
Retirement
prior to a Change in Control (1)
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Not
eligible
|
Death
(2)
|
Paid
through the end of the month
|
100,103
|
453,786
|
215,504
|
769,393
|
Disability
(3)
|
Paid
in accordance with plans available to salaried employees
|
100,103
|
453,786
|
436,774
|
990,663
|
Without
Cause, for good reason or non-renewal of employment agreement
(4)
|
Not
estimable
|
Not
estimable
|
Not
estimable
|
Not
estimable
|
Not
estimable
|
Change
in Control (5)
|
822,206
|
Paid
as severance and included with Base Salary
|
453,786
|
1,724,446
|
3,000,438
|
(1)
|
Mr.
Rulseh is not eligible for retirement at March
31,2007.
|
(2)
|
Mr.
Rulseh would receive the same types of benefits that Mr. Katzfey
would
receive in this situation. See footnote 2 to the table above describing
the types of benefits Mr. Katzfey would receive.
|
(3)
|
Mr.
Rulseh would receive the same types of benefits that Mr. Katzfey
would
receive in this situation. See footnote 3 to the table above describing
the types of benefits Mr. Katzfey would receive.
|
(4)
|
Mr.
Rulseh would receive the same types of benefits that Mr. Katzfey
would
receive in this situation. See footnote 4 to the table above describing
the types of benefits Mr. Katzfey would receive.
|
(5)
|
Mr.
Rulseh would receive the same types of benefits that Mr. Katzfey
would
receive in this situation. See footnote 5 to the table above describing
the types of benefits Mr. Katzfey would receive. The “Benefits” column for
Mr. Rulseh consists of the following: $36,120 for three years of
employee
benefits (including $11,196 for Company contributions to the 401(k)
Retirement Plan and Deferred Compensation Plan); $22,637 for Company
contributions to the defined contribution plan; $1,001,281 paid under
the
SERP and $664,409 for excise tax and gross-up of the excise tax
amount.
|
· |
1985
Incentive Stock Plan;
|
· |
1985
Stock Option Plan for Non-Employee Directors and Directors Emeriti;
|
· |
1994
Incentive Compensation Plan;
|
· |
2002
Incentive Compensation Plan;
|
· |
1994
Stock Option Plan for Non-Employee Directors;
|
· |
Modine
Manufacturing Company Stock Option Plan for Thermacore Employees under
the
DTX Corporation 1995 Stock Option Plan;
|
· |
Modine
Manufacturing Company Stock-Based Compensation Plan for Thermacore
Employees under the DTX Corporation 1997 Plan;
and
|
· |
Amended
and Restated 2000 Stock Incentive Plan for Non-Employee Directors.
The
2000 Stock Option Plan for Non-Employee Directors was approved by the
Board of Directors but was not required to be submitted to shareholders
for approval. Subsequently, the Company amended that plan and submitted
the Amended and Restated 2000 Stock Incentive Plan for Non-Employee
Directors to the Company’s shareholders at the 2005 Annual Meeting of
Shareholders.
|
Plan
Category
|
Number
of shares to be
issued
upon exercise of
outstanding
options,
warrants
or rights
|
Weighted-average
exercise
price
of outstanding options,
warrants
and rights
|
Number
of shares remaining
available
for future issuance
(excluding
securities reflected
in
1st
column)(1)
|
Equity
Compensation Plans approved by security holders
|
2,503,483
|
$27.46
|
1,472,409
|
Equity
Compensation Plans not approved by security holders
|
0
|
0
|
0
|
Total
|
2,503,483
|
$27.46
|
1,472,409
|
Plan
|
Number
of shares to be
Issued
upon exercise of
outstanding
options
|
Number
of shares of stock issued and outstanding or subject to Performance
Stock
Awards
at Threshold Level
|
Number
of shares remaining
available
for future issuance
(excluding
securities reflected
in
1st
and 2nd
columns)
|
1985
Incentive Stock Plan
|
0
|
0
|
0
|
1985
Stock Option Plan for Non-Employee Directors and Directors
Emeriti
|
0
|
0
|
0
|
1994
Incentive Compensation Plan
|
932,900
|
13,040
|
0
|
2007
Incentive Compensation Plan (replacing the 2002 Incentive Compensation
Plan)
|
1,203,556
|
444,770
(a)
|
1,351,674
|
1994
Stock Option Plan for Non-Employee Directors
|
128,042
|
0
|
0
|
Modine
Manufacturing Company Stock Option Plan for Thermacore Employees
under the
DTX Corporation 1995 Stock Option Plan
|
0
|
0
|
0
|
Modine
Manufacturing Company Stock-Based Compensation Plan for Thermacore
Employees under the DTX Corporation 1997 Plan
|
10,558
|
0
|
0
|
Amended
and Restated 2000 Stock Incentive Plan for Non-Employee Directors.
|
208,827
|
19,600
|
232,511
|
(a)
|
Includes
Performance Stock Awards calculated at the Threshold level for the
long-term incentive plans that would payout, if at all, in 2008 and
2009
for all participants entitled to receive Performance Stock Awards
under
the 2002 Plan.
|
· |
states
that repricing of options and SARs is prohibited without shareholder
approval;
|
· |
clarifies
that stock-settled SARs count in full against shares of common stock
issued under the 2007 Plan;
|
· |
sets
forth the Performance Goals (as defined below) for issuance of
“performance based compensation” for purposes of Section 162(m) of the
Code;
|
· |
provides
for the counting of full shares subject to awards against the share
limit
(3.26 to 1); and
|
· |
clarifies
that if any stock dividend is declared upon the common stock, or if
there
is any stock split, stock distribution, or other recapitalization of
the
Company with respect to the common stock, resulting in a split or
combination or exchange of shares, the ONC Committee shall make or
provide
for such adjustment in the number of and class of shares that may be
delivered under the 2007 Plan, and in the number and class of and/or
price
of shares subject to outstanding Awards.
|
The
Board recommends that shareholders vote FOR ratification of the
appointment of PricewaterhouseCoopers LLP as the Company's independent
registered public accounting
firm.
|
(In
thousands)
|
Fiscal
2007
|
Fiscal
2006
|
Audit
Fees: (a)
|
$2,359.6
|
$2,683.4
|
Audit-Related
Fees: (b)
|
81.9
|
7.2
|
Tax
Fees: (c)
|
-
|
51.3
|
All
Other Fees: (d)
|
7.8
|
-
|
Total
|
$2,449.3
|
$2,741.9
|
(b)
|
Audit-Related
Fees: Fees for assurance and related services performed by PwC that
are
reasonably related to the performance of the audit or review of the
Company's financial statements. This amount also includes employee
benefit
plan audits, attestations by PwC that are not required by statute
or
regulation, consulting on financial accounting/reporting standards,
and
due diligence related to mergers and
acquisitions.
|
· |
Integrity
of the Company's financial statements;
|
· |
Independent
registered public accounting firm’s qualifications and
independence;
|
· |
Performance
of the Company's internal audit function and independent registered
public
accounting firm; and
|
· |
Company's
compliance with legal and regulatory requirements.
|
· |
Appoints
the independent registered public accounting firm for the purpose of
preparing and issuing an audit report and to perform related work,
and
discusses with the independent registered public accounting firm
appropriate staffing and compensation;
|
· |
Retains,
to the extent it deems necessary or appropriate, independent legal,
accounting or other advisors;
|
· |
Oversees
management's implementation of systems of internal controls, including
review of policies relating to legal and regulatory compliance, ethics
and
conflicts of interest;
|
· |
Reviews
the activities and recommendations of the Company's internal auditing
program;
|
· |
Monitors
the preparation of quarterly and annual financial reports by the Company's
management, including discussions with management and the Company's
independent registered public accounting firm about draft annual financial
statements and key accounting and reporting
matters;
|
· |
Monitors
and reviews the Company’s earnings releases with management and the
Company’s independent registered public accounting
firm;
|
· |
Determines
whether the independent registered public accounting firm is independent
(based in part on the annual letter provided to the Company pursuant
to
Independence
Standards Board Standard No. 1 (Independence Discussion with Audit
Committees));
and
|
· |
Annually
reviews management's programs to monitor compliance with the Company's
Guideline for Business Conduct.
|
Richard
J. Doyle, Chair
|
Marsha
C. Williams
|
Charles
P. Cooley
|
Michael
T. Yonker
|
Frank
P. Incropera
|
|
Gary
L. Neale
|