Proxy Statement (SEC Filing - DEF 14A)

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Nominees to be Elected for Terms Expiring in 2024:

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Directors Continuing in Service for Terms Expiring in 2022:

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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 (the 'Code') summarizes the compliance and ethical standards and expectations the Company has for all of 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, 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, as well as further information regarding 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, we will disclose the nature of such amendment on our website or in a current report on Form 8-K. In addition, if a waiver of the Code is granted 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.

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 on a regular basis, and each director is responsible for bringing any changes in his or her status that may affect his or her 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 of 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.

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 are members of the Board of Directors for such entities. 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, 2022.

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 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. Based upon such review, there were no related party transactions with respect to persons who were officers or directors during fiscal 2021.

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. As Chairperson, Ms. Williams presides over meetings of the shareholders, the Board of Directors, and executive sessions of the Board of Directors, and carries out 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 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 on a regular basis to keep the members of the Board of Directors apprised of identified risks. These risks, including financial, organizational, reputational and strategic 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 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 independent consultants hired by the Governance Committee. The Governance Committee may also 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, 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.

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 entitled to vote for the election of directors at a meeting called for such purpose may nominate persons for election to the Board of Directors. Shareholders who desire to nominate a person or persons for election to the Board or to present business at the next annual meeting must comply with the notice requirements in the Company's Bylaws, a copy of which is available from the Company's Secretary. For consideration at the 2022 Annual Meeting of Shareholders, nominations or the presentation of other business must be received by the Secretary no earlier than March 24, 2022 and no later than April 23, 2022. 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 she 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.

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 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 Mr. Cooley (the Chair of the Committee) and Mr. Ashleman 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') was previously known as the Officer Nomination and Compensation Committee, with a change in its name effective as of January 20, 2021. 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 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 the level of achievement of those goals as well as 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.

In fiscal 2021, the HCC Committee retained Farient Advisors LLC ('Farient') as its independent executive compensation consultant. Farient reports directly to the HCC Committee and provides no services to the Company. The HCC Committee has determined that Farient is independent under the NYSE Listing Standards. A representative of Farient attends meetings of the HCC Committee upon invitation by the Chair of the HCC Committee, either by phone or in person, and communicates with the Chair between meetings as necessary. Farient 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 peers (as discussed in the Compensation Discussion and Analysis, below)and compensation survey data. In addition, Farient 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 Farient'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, Farient 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; 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, and 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 Governance 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 with regard to 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 one of our officers or employees, or has had any relationship requiring disclosure under Item 404 of Regulation S-K.

Board Meetings and Committees

The Board of Directors held nine meetings during the fiscal year ended March 31, 2021 and had the following four standing committees: Audit; Human Capital and Compensation; Corporate Governance and Nominating; and Technology.

The Board generally selects the members of each of the committees in July of each year. However, in January 2021, the Board reduced the membership of the Governance Committee from eight to five members and appointed Ms. Christine Yan as Chair of the Governance Committee. All incumbent directors attended at least 75 percent of the aggregate of the Board meetings and meetings of committees on which he or she served during fiscal 2021. 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 2021:

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 attended the 2020 Annual Meeting of Shareholders. The Board of Directors conducts a regular meeting immediately after the Annual Meeting of Shareholders.

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 May 28, 2021 by persons known by the Company to beneficially own more than five percent of the outstanding shares:

Name and Address of Owner (1)		Number of Shares Owned and Nature of Interest		Percent of Class
Dimensional Fund Advisors LP (2)		4,050,975		7.85
Building One
6300 Bee Cave Road
Austin, Texas, 78746
BlackRock, Inc. (3)		3,923,037		7.60
55 East 52nd St.
New York, NY 10055
Mario J. Gabelli and affiliates (4)		3,692,747		7.15
One Corporate Center
Rye, New York 10580-1435
Frontier Capital Management Co., LLC (5)		3,029,084		5.87
99 Summer Street
Boston, MA 02110
The Vanguard Group (6)		2,588,541		5.01
100 Vanguard Blvd.
Malvern, PA 19355

The following table sets forth information regarding the beneficial ownership of shares of the Company's common stock as of May 28, 2021 by:

Name		Direct Ownership		Options Exercisable within 60 days of May 28, 2021		Held in 401(k) Retirement Plan		Restricted Units (Not Vested)		Total (1)		Percent of Class
Eric D. Ashleman		32,612		-		NA		-		32,612		*
David G. Bills		65,532		-		NA		-		65,532		*
Charles P. Cooley		103,933		-		NA		-		103,933		*
Suresh V. Garimella		72,747		-		NA		-		72,747		*
Larry O. Moore		73,373		-		NA		-		73,373		*
Christopher W. Patterson		95,473		-		NA		-		95,473		*
Marsha C. Williams		156,025		-		NA		-		156,025		*
Christine Y. Yan		71,263		-		NA		-		71,263		*
Neil D. Brinker		43,209		-		-		125,712		168,921		*
Thomas A. Burke (2)		556,104		34,042		8,165		-		598,311		1.16
Michael B. Lucareli		160,622		122,689		971		110,124		394,406		*
Sylvia A. Stein		4,541		13,184		-		34,058		51,783		*
Matthew J. McBurney		32,109		27,783		271		31,134		91,297		*
Joel T. Casterton		11,342		15,870		1,335		32,143		60,690		*
Scott L. Bowser (3)		149,217		63,077		4,748		49,742		266,784		*
All directors and executive officers as a group (17 persons)		1,705,906		351,377		16,964		440,712		2,514,959		4.81

*	Represents less than one percent of the class.

COMPENSATION OF DIRECTORS

Employees of Modine do not receive any compensation for serving on the Board. Non-employee directors, including the Chairperson of the Board, are entitled to receive the following: an annual retainer of $85,000, payable quarterly; an additional annual retainer of $12,500 for acting as Chair of the HCC Committee, an additional annual retainer of $10,000 for acting as Chair of the Governance Committee, an additional annual retainer of $7,500 for acting as Chair of the Technology Committee, and an additional annual retainer of $15,000 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. Due to the uncertainty surrounding the impact of the COVID-19 pandemic on the Company's performance and overall markets, and the Company's desire to preserve cash, the Board temporarily reduced the cash retainers for non-employee directors by 20%, with such reduction impacting quarterly retainer payments made in July and September 2020. The full cash retainer amounts were reinstated with the December 2020 payment.

The 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 the terms of awards under the 2020 Incentive Plan. It is the current practice of the Board of Directors to evaluate compensation and make grants of unrestricted stock awards to each non-employee director on an annual basis. For the 2021 fiscal year, non-employee directors, including the Lead Director (now, the Chairperson) of the Board, were entitled to receive stock awards with a value of approximately $125,000. The Lead Director (now, the Chairperson) was also entitled to additional equity compensation with a value of approximately $100,000. Consistent with this, the Company granted each non-employee director of the Company (other than the Lead Director, now the Chairperson) 23,992 unrestricted shares of stock (or restricted stock units, if a director so elected) in July 2020. The Company granted Ms. Williams, the Chairperson (formerly the Lead Director), 43,185 shares of stock at the same time. As Chairperson, Ms. Williams, among other duties, generally attends all meetings of the Board's committees but does not receive any attendance fee for those meetings.

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% 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 2021, the directors were entitled to defer their equity compensation by electing in advance to receive an award of restricted stock units rather than a grant of unrestricted shares of the Company's common stock. These grants of restricted stock units are immediately vested but are not distributed until a director's termination of service or a fixed date, based upon a director's election at the time of deferral. Mr. Bills, Mr. Patterson, and Ms. Yan all elected to receive a grant of restricted stock units in lieu of a grant of unrestricted shares of the Company's common stock for their July 2020 equity awards.

2021 Director Compensation Table

The following table sets forth compensation paid to non-employee members of the Company's Board of Directors in fiscal 2021:

Name		Fees Paid in Cash ($)(1)		Stock Awards ($)(2)(3)		Change in Pension Value ($)(4)		Total ($)
David J. Anderson (5)		17,000		NA		NA		17,000
Eric D. Ashleman		76,500		124,998		NA		201,498
David G. Bills		76,500		124,998		NA		201,498
Charles P. Cooley		90,000		124,998		NA		214,998
Suresh V. Garimella		83,250		124,998		NA		208,248
Larry O. Moore		76,500		124,998		NA		201,498
Christopher W. Patterson		87,750		124,998		NA		212,748
Marsha C. Williams		83,000		224,994		176		308,170
Christine Y. Yan		79,000		124,998		NA		203,998

(3)

Represents the aggregate grant date fair value of stock grants computed in accordance with Financial Accounting Standards Board ('FASB') ASC Topic 718. The assumptions used to determine the value of the awards are discussed in Note 5 of the Notes to Consolidated Financial Statements contained in the Company's Form 10-K for the fiscal year ended March 31, 2021.

(4)

Represents the change in pension value between the end of fiscal 2020 and the end of fiscal 2021 under the Modine Manufacturing Company Director Emeritus Retirement Plan. The change in pension value is solely a result of the change in the interest rate used to calculate the present value of the pension benefit under the Director Emeritus Retirement Plan because no benefits otherwise continue to accrue under that plan. The Company used discount rates of 3.2 percent and 3.4percent, respectively, to calculate the present value of the pension benefit obligation at March 31, 2021 and March 31, 2020. 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

Since 2008, the Board has maintained 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. Only shares of 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 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 2021, 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 as a whole and balance short-term results with longer-term results in the interests of shareholders. The HCC Committee determined that any risks arising from the Company's compensation policies and practices are not reasonably likely to have a material adverse effect on the Company.

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 other certain highly compensated executive officers, as described in the Summary Compensation Table on page 35. 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 and former executive officers:

Effective August 4, 2020, the Company entered into a Transition and Separation Agreement with Mr. Burke which was filed as Exhibit No. 10.6 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended September 30, 2020 (the 'Burke Transition Agreement'). Pursuant to the Burke Transition Agreement, the Board terminated Mr. Burke without 'Good Cause' from his position as President and Chief Executive Officer of the Company, and Mr. Burke ceased to serve as a member of Modine's Board of Directors. From August 4, 2020 through August 28, 2020, Mr. Burke served as a Senior Advisor to the Company.

Mr. Lucareli was appointed Interim President and Chief Executive Officer effective August 4, 2020 and continued in both the roles of Interim President and Chief Executive Officer and Vice President, Finance and Chief Financial Officer until December 1, 2020. Effective December 1, 2020, Mr. Lucareli relinquished the position of Interim President and Chief Executive officer, and Mr. Brinker was named President and Chief Executive Officer of Modine. Mr. Lucareli then continued in his role of Vice President, Finance and Chief Financial Officer since December 1, 2020, until he was appointed Executive Vice President, Chief Financial Officer effective May 21, 2021.

Mr. Bowser ceased employment with the Company effective January 7, 2021 as the Company eliminated the senior executive positions of Vice President, Commercial and Industrial Solutions and Chief Operating Officer. The Company entered into a Letter Agreement with Mr. Bowser effective March 16, 2021, which was filed as Exhibit No. 10.23 to the Company's Annual Report on Form 10-K for the fiscal year ended March 31, 2021 (the 'Bowser Letter Agreement'). The Bowser Letter Agreement included a Restrictive Covenant Agreement, which entitled Mr. Bowser to additional consideration in exchange for certain restrictions on his post-employment activities.

The compensation for these individuals is listed in the tables on pages 35 through 42 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 that fits with the Company's commitment to provide value to our shareholders. When discussing the compensation of our CEO in this Compensation Discussion and Analysis, we are referring to the compensation of Mr. Brinker unless otherwise indicated.

Executive Summary

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 the achievement of annual operating goals that are critical to the Company's short-term business objectives. The equity and performance cash portions of the compensation package provides 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.

Alignment of Objectives/Fiscal 2021 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 2021. In fiscal 2021, among other things:

For a reconciliation of adjusted EBITDA, adjusted earnings per share, and free cash flow, which are non-GAAP financial measures, to the most directly comparable GAAP financial measures, please see the financial tables included in Exhibit 99.1 to the Current Report on Form 8-K furnished to the SEC by Modine on May 26, 2021.

Fiscal 2021 Compensation Highlights

The HCC Committee's actions in fiscal 2021 included the following:

Shareholder Advisory Vote on Executive Compensation

A nonbinding advisory vote on the compensation of the Company's NEOs received the affirmative vote of over 92% of the shares represented at the 2020 Annual Meeting of Shareholders, demonstrating very strong support for the Company's executive compensation program. Nonetheless, the Company and HCC Committee are mindful of the results of the shareholder advisory vote and take the 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:

As has been the case in previous years, in fiscal 2021, the HCC Committee requested that Farient, the HCC Committee's independent compensation consultant, assess the relationship between our executive compensation and performance over time, with particular focus on the CEO.

To conduct this analysis, Farient used its alignment methodology to test whether the Company's Performance-Adjusted Compensation^TM ('PAC'^TM) is: (1) reasonable for the Company's revenue size, peer group and total shareholder return ('TSR') performance; and (2) sensitive to the Company's TSR over time, given that TSR is an objective, transparent measure that shareholders generally rely upon when conducting a long-term pay-for-performance evaluation. PAC measures compensation outcomes after performance has occurred, rather than target compensation, which represents 'expected' compensation before performance has occurred. Farient compared the CEO's PAC (including actual salary, actual short-term incentive awards, and performance-adjusted long-term incentive values) over rolling 3-year periods to TSR for the same rolling 3-year periods, and tested the results against those same variables for companies in the industry groups that are most relevant to Modine, namely Capital Goods and Automobiles and Components. The Company's PAC was then compared to a range of values, as indicated by the upper and lower boundaries on the chart below. This range reflects reasonable compensation outcomes, as determined by the companies in the relevant industries, for the performance achieved. All PAC values on the chart, current and historical, for both the Company as well as for the companies in the relevant industry groups, are adjusted to reflect the Company's current size of approximately $1.8 billion in revenue.

Farient's analysis of the Company's pay for performance indicates that the CEO's compensation historically has been and continues to be strongly aligned with the Company's performance and shareholder interests in that it is both reasonable and closely correlated to Company performance over time. Farient reached this conclusion, with which the HCC Committee agreed, because the data points for the Company's CEOs have historically been below the upper boundary, which indicates reasonable compensation, and because the PAC generally moves up as performance rises, and generally moves down as performance falls. There were two non-interim CEOs in fiscal 2021 during the CEO transition, and compensation for both CEOs during 2021 is included in the three-year period from 2019 through 2021. PAC for the three-year period from 2019 through 2021 was closely aligned with performance, even with compensation for two CEOs in 2021. PAC for Mr. Burke in 2021 included severance compensation, but no incentive payouts as he did not receive any such payouts. PAC for Mr. Brinker in 2021 reflected an annual incentive payout of 100% of Target due to the Company's performance versus its predetermined objectives for the fiscal 2021 MIP, but no payout for the fiscal 2019-2021 performance stock awards cycle as he was not an employee of Modine at the time of the grants. 'Make-whole' compensation paid to Mr. Brinker as part of his hiring was not included in PAC for 2021. The Pay For Performance Alignment chart below has been modified from prior years' charts to reduce the number of pay and performance alignment points from ten to five to reflect more current pay and performance alignment.

Single CEO in 3-year periods ending: 2017-2020 Multiple CEOs in 3-year period ending 2021 Top/Middle/Bottom quartile relative TSR performance ranking

Market Benchmarking of Executive Pay

The HCC Committee targets total pay, as well as each element of compensation, at the median of a peer group of companies and the median of a broad survey of manufacturing companies, weighted equally, for the CEO and CFO, and at the median of a broad survey of manufacturing companies for the other NEOs. The HCC Committee believes that targeting the median is an objective way of ensuring that the Company's executive compensation practices are competitive and reasonable relative to the broader market. Actual pay may vary from the median based on differences in individual performance, job responsibilities, tenure and experience for the individuals being compared, as well as based on actual performance of the Company.

Use of Peer Group

During fiscal 2021, the HCC Committee reviewed the composition of the Company's peer group. As a group, the peers have characteristics and markets similar to those of the Company. These characteristics and markets are as follows:

Based on its review, and in anticipation of the future disposition of Modine's Automotive business segment, the HCC Committee changed the composition of the peer group for fiscal 2021 by removing Briggs & Stratton Corporation, due to its reorganization, Westinghouse Air Brake Technologies Corporation, due to an increase in revenue putting it well beyond the size of an appropriate comparator, and WABCO Holdings Inc., following its acquisition by a privately held company. The HCC Committee elected not to add any new peers, preferring to reassess the Company's peer group following the divestiture of the Automotive business segment.

The following is the Company's current peer group:

The HCC Committee uses the publicly available peer group data to assist in the evaluation of the:

Use of Compensation Survey Data

The HCC Committee used the 2020 Mercer U.S. Executive Benchmark Database (the 'Database'), which compiles data of manufacturing companies with revenues between approximately $1.0 billion and $2.5 billion to evaluate competitive pay levels of certain corporate officers and other key employees in addition to those of the CEO and CFO, and with revenues approximating each business unit to evaluate competitive pay levels of certain officers and other key employees who are heads of business units. Survey pay data was size adjusted to approximate pay for an approximately $1.8 billion revenue company at the time of benchmarking for corporate officers and key corporate employees, and to approximate pay for business units with revenue similar to those of Modine's business units for officers and key employees who are heads of business units. Mercer did not identify, and the HCC Committee was not aware of, the identities of the companies whose information is reflected in the Database. 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 manner. If the compensation of a particular NEO is substantially greater or less than the median in the survey for the same position, 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, taking into consideration the individual's performance, tenure, experience and changes in job responsibilities.

The overall resulting pay positioning for the corporate officers and other key employees as a group is slightly below the median of the market data as defined above.

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. 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 short-term cash incentive is intended to reward the recipients for achievement of annual operating goals that are critical to the Company's short-term business objectives. The long-term portion of the compensation package provides 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 executives for the Company's superior long-term performance.

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.

Treatment of the CEO

The CEO participates in the same programs and receives compensation 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 (and Mr. Burke's, during his tenure as the Company's President and Chief Executive Officer) 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 2021

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

Pay Element	Competitive Positioning	Program Objectives	Time Horizon	Performance Measures for Fiscal 2021
Base Salary	Compares to 50th percentile, but use of judgment to determine actual pay	Attract and retain key personnel; reward for individual performance	Annual	Individual performance Length of time in the position and overall experience Consistency of performance Changes in job responsibility
Management Incentive Plan	Motivate and reward for achieving objectives	Annual	FCF% (50%) Adjusted EBITDA Growth (50%)
Long-Term Incentive Plan (% of total Long-Term Incentive Plan Value)	Compares to 50th percentile, but use of judgment to determine actual pay
Performance Cash Awards (40%)	Align executive's returns with those of shareholders Encourage long-term retention Reward for superior long-term performance	3-year performance period with payout upon results certification	Three-year average Cash Flow ROI (50%) Three-year average Annual Revenue Growth (50%)
Retention Restricted Stock Unit Awards (40%)	Reward employees for their continued commitment to the Company	4-year ratable vesting starting on 1st anniversary of grant	Retention
Stock Options (20%)	Focus executives on driving long-term performance	4-year ratable vesting starting on 1st anniversary of grant (10 year term)	Stock price appreciation

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 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.

Due to the uncertainty surrounding the impact of COVID-19 on the Company's performance and overall markets, and the Company's desire to preserve cash, the HCC Committee decided that none of the FY20 NEOs would receive a base salary increase with respect to their positions. However, Mr. Lucareli did receive an increase to his base salary for the August 1, 2020 to December 1, 2020 period where he served as Interim President and Chief Executive Officer, with such increase reflecting Mr. Lucareli's increased responsibilities during that time, as reflected in the base salary table on page 26. Additionally, prior to Mr. McBurney becoming a named executive officer, the HCC approved a targeted base salary increase for him that took into consideration both subjective and objective criteria, including his individual responsibilities and performance, and his compensation relative to the market midpoint for his function. Also, Mr. Burke's base salary was reduced by 20% from April 13, 2020 until his departure on August 28, 2020, and all other NEOs' base salaries were reduced by 10% from April 13, 2020 to October 11, 2020.

The table below illustrates the base salary for each NEO in fiscal 2021.

CEO Base Salary

For Mr. Burke, the Governance Committee, working with the HCC Committee, evaluated his individual performance as the Company's CEO by evaluating the achievement of his performance development plan goals. Historically, following discussion with the former CEO, the HCC Committee recommended the CEO's base salary to the Board of Directors based upon this evaluation. The Company intends to continue this practice moving forward with respect to Mr. Brinker serving as the Company's CEO. Upon Mr. Brinker's hire, Modine approved a base salary for Mr. Brinker appropriate for a new CEO, which was positioned below the median of CEO compensation relative to CEO positions of Modine's peer group.

Short-Term, Performance-Based Cash Award

The Management Incentive Plan (the 'MIP') is Modine's broadly applicable short-term, performance 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.

Due to the uncertainty surrounding the impact of COVID-19 on the Company's performance and overall markets, and the Company's desire to preserve cash, at its May 2020 meeting, the HCC Committee elected to defer its final determination of the timing and amount of the fiscal 2020 MIP payment until its October 2020 meeting. At its October 2020 meeting, the HCC Committee approved a full payment of the amounts earned under the fiscal 2020 MIP. This payment amounted to 22% of Target for fiscal 2020, and the amounts paid to each NEO thereunder are reflected in the Summary Compensation Table on page 35 as Non-Equity Incentive Plan Compensation. Mr. Burke's employment with the Company terminated prior to the HCC Committee's action to approve the fiscal 2020 MIP payment. However, pursuant to the Burke Transition Agreement, the Company agreed to pay Mr. Burke $214,500 with respect to the fiscal 2020 MIP, which amounted to 22% of Target for fiscal 2020. This amount has been reflected in the Summary Compensation Table on page 35 as Non-Equity Incentive Plan Compensation, together with the fiscal 2021 MIP payments.

The HCC Committee approved the use of two independent and equally-weighted performance goals for the fiscal 2021 MIP. In fiscal 2021, the MIP continued to use the FCF% metric, but the HCC Committee replaced the Adjusted Operating Income Growth metric with Adjusted EBITDA Growth for the second metric. The switch to Adjusted EBITDA Growth allows the Company to retain its focus on earnings-based metrics, but presents a more meaningful comparison across business units and time periods. For purposes of the MIP, FCF% is equal to Adjusted Free Cash Flow, which is 'Net cash provided by operating activities,' less 'Expenditures for property, plant and equipment,' plus or minus Permitted Adjustments, with such Adjusted Free Cash Flow divided by 'Net sales,' all as reported externally for the Company's financial statements. Adjusted EBITDA Growth is the simple arithmetic percentage change in Adjusted EBITDA for fiscal 2021 less Adjusted EBITDA for fiscal 2020, with that amount divided by Adjusted EBITDA for fiscal 2020. Adjusted EBITDA represents 'Operating Income' plus 'Depreciation and Amortization Expenses', each as reported for the Company's audited financial statements, plus or minus Permitted Adjustments. Permitted Adjustments include impairment charges, restructuring-related expenses, acquisition- and divestiture-related costs and adjustments and certain other gains and charges. The impact of the adoption of new U.S. GAAP accounting standards and significant changes in the Company's accounting methods is another Permitted Adjustment. The Committee has negative discretion to disregard any Permitted Adjustments if disregarding any of them would result in a reduction of payment. In addition, under the 2020 Incentive Plan, the HCC Committee has negative discretion to reduce the amounts otherwise payable under the MIP, but may not increase such amount.

The HCC Committee chose to use the FCF% metric because it aligns management incentives with shareholder interests; is a measure of capital efficiency, including capital spending and working capital management. The HCC Committee chose to use the Adjusted EBITDA Growth metric to incentivize increased earnings and shareholder return. The HCC Committee considered the Company's business plan, as well as seven years of historical performance results for Modine and 85 companies consisting of the compensation peers and other vehicle and capital goods manufacturing companies with revenues between $750 million and $7 billion when setting the FCF% and Adjusted EBITDA Growth goals. As a result, for the fiscal 2021 MIP, the HCC Committee set the FCF% Threshold, Target and Maximum goals at 1.5%, 4.5% and 7.5%, respectively. With respect to Adjusted EBITDA Growth, the HCC Committee maintained the Threshold, Target and Maximum goals at 2%, 6% and 12%, respectively. The HCC Committee maintained payout percentages for each goal at the same levels as for the fiscal 2020 MIP.

The specific levels for the MIP metrics for fiscal 2021 were as follows:

Assuming Threshold achievement for each metric, each of the NEOs would receive 10 percent of the Target amount. Assuming Maximum level achievement for each metric, each of the NEOs would receive 200 percent 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.

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

For the time period during which Mr. Lucareli served as the Company's Interim President and Chief Executive Officer (August 1, 2020 to November 30, 2020), the Board increased his MIP Target payout percentage from 70% to 100%. As a result, Mr. Lucareli's MIP Target payout was calculated by applying his Target percentage of 100% to his base salary of $650,000 from August 1, 2020 to November 30, 2020, and applying his Target percentage of 70% to his base salary of $470,000 for the remainder of fiscal 2021. The percentages for Ms. Stein, Mr. McBurney and Mr. Casterton were each increased from 50% to 60% in fiscal 2021, in each case to better align the NEO with market expectations. The percentages for Mr. Burke and Mr. Bowser did not change in fiscal 2021.

For purposes of the MIP metrics, the Company's FCF% for fiscal 2021 was 8.0 percent, and Adjusted EBITDA Growth was (5.5) percent. As a result, the Committee approved of a payment for the MIP participants at 200 percent of Target for the FCF% metric. No payout was achieved for the Adjusted EBITDA Growth metric. Both metrics were weighted equally, for a total combined approved MIP payment at 100 percent of Target. Pursuant to the terms of the Burke Transition Agreement, Mr. Burke did not receive any payout under the fiscal 2021 MIP. Pursuant to the terms of his Restrictive Covenant Agreement, Mr. Bowser received a prorated portion of the MIP payment based upon his months of active employment during fiscal 2021.

Long-Term Incentive Compensation

The long-term incentive element 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 long-term portion of the compensation package provides an incentive that rewards superior long-term performance and provides financial consequences for underperformance.

Performance Stock under the Long-Term Incentive Plan for Performance Period Ending in 2021

The performance period for Performance Stock under the long-term incentive compensation plan initiated in May 2018 was completed as of March 31, 2021. The amount of the potential award varied based upon the achievement of Threshold, Target or Maximum performance levels. The Company used two measures to determine payouts- three-year average Cash Flow ROI and three-year Average Annual Revenue Growth ('Revenue Growth'). For purposes of the LTIP, Cash Flow ROI means Adjusted Free Cash Flow (as defined with respect to MIP, above), 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 is based on a three-year average Cash Flow ROI for fiscal 2019 through fiscal 2021 with average capital employed determined over five points (i.e., the last day of each fiscal quarter and prior fiscal year-end). Revenue Growth is the simple three-year average of the Company's annual change in revenue over the performance period, as reported for the Company's audited financial statements. Each metric for performance stock awards is calculated independently of the other metric, and each was weighted at 50 percent of the total award. The Threshold performance goal was the minimum performance goal that must have been achieved by the Company for the NEOs to earn shares of common stock.

The performance goals for the LTIP metrics for performance stock awards for the period ending in fiscal 2021 were as follows:

For the performance period ended in fiscal 2021, the Company's three-year average Cash Flow ROI was 11.1 percent, which resulted in a payout equal to 118 percent of Target for the Cash Flow ROI metric. The Company's three-year Revenue Growth was (4.7) percent, and therefore no payout was earned for the Revenue Growth metric. Overall, both metrics were weighted equally, and the payout under the LTIP for the Performance Stock was 59 percent of the Target for the total award. As a result of Mr. Burke's cessation of employment with the Company, Mr. Burke forfeited the right to receive Performance Stock under the Long-Term Incentive Plan for the performance period ending in fiscal 2021. As part of his Restrictive Covenant Agreement, Mr. Bowser received a full payout of Performance Stock, based on actual performance, equal to 59 percent of the Target for the total award, under the Long-Term Incentive Plan for the performance period ending in fiscal 2021.

Grants under the Long-Term Incentive Plan for Plan Commencing in Fiscal 2021

In fiscal 2021 the HCC Committee approved long-term performance grants as a percentage of base salary and included the use of performance cash awards as part of the Company's long-term incentive compensation plan. Because the Company experienced a decline in its share price, largely associated with the COVID-19 pandemic, the Company had an insufficient number of authorized shares available under the 2017 Incentive Compensation Plan to grant the FY21-23 LTIP equity awards to its participants at the time it would normally make such grants in May 2020. Due to this shortfall, the decision was made to delay these awards and also grant performance cash awards in lieu of performance-based stock, as further described below. The Company's 2020 Incentive Compensation Plan share request was approved in July 2020, allowing the Company to move forward with its fiscal 2021 LTIP grants, which it did in October 2020. For fiscal 2021, the Company's long-term incentive plan included:

Performance Cash Awards (40 percent of long-term incentive dollars at Target). To minimize share utilization, for fiscal 2021 the Company replaced the performance share component of its LTIP design with a performance cash component. Performance cash is earned by achieving corporate financial goals over a three-year period (ending March 31, 2023) and will be paid after the end of that three-year period. Payout levels vary based upon the achievement of Threshold, Target or Maximum goals in each of the Cash Flow ROI and Revenue Growth metrics, as described below. Once earned, the performance cash awards are not subject to any restriction. Determinations of the achievement of performance goals for the performance cash awards are not made until the Company's audited financial statements covering the last year in the performance period are completed and the results for the fiscal year are announced publicly.

Stock Options (20 percent of long-term incentive dollars at Target). The HCC Committee believes that stock options focus executives on driving long-term performance. Stock options have an exercise price equal to the fair market value of the common stock on the effective date of the grant so recipients recognize a value only if and to the extent that the value of the common stock increases. The stock options granted in fiscal 2021 vest in four equal annual installments commencing on the first anniversary of the effective date of the grant. The stock options expire ten years from the date of grant.

Retention Restricted Stock Unit Awards (40 percent of long-term incentive dollars at Target). Retention restricted stock unit awards reward employees for their continued commitment to the Company. The Company grants the employees restricted stock units which vest in four equal annual installments commencing on the first anniversary of the effective date of the grant.

In fiscal 2021, the HCC Committee utilized two metrics for the award of performance cash awards - Cash Flow ROI and Revenue Growth over the three-year performance period. Each metric for performance cash awards is weighted at 50 percent and is calculated independently of the other metric. These two metrics are intended to reward long-term growth and the creation of shareholder value through the profitable deployment of additional capital and free cash flow generation, and to emphasize the importance of revenue growth for the Company. The Threshold performance goal is the minimum performance goal that must be achieved by the Company for the participants to earn cash pursuant to a performance cash award.

For purposes of the LTIP, Cash Flow ROI and Revenue Growth have the same meanings set forth in the section above titled Performance Stock under the Long-Term Incentive Plan for Performance Period Ending in 2021, provided the calculation of each metric will be based on a three-year period beginning with fiscal 2021 and ending with fiscal 2023.

For the fiscal 2021 through fiscal 2023 LTIP, the HCC Committee considered the Company's business plan as well as seven years of historical performance results for Modine and 85 companies consisting of the compensation peers and other vehicle and capital goods manufacturing companies with revenues between $750 million and $7 billion when setting the Cash Flow ROI and Revenue Growth goals. As a result, the HCC Committee made no adjustments to the Threshold, Target or Maximum levels, or the payout percentages, compared to the fiscal 2020 through fiscal 2022 LTIP, for either Cash Flow ROI or Revenue Growth goals. The goals at the Threshold, Target, and Maximum levels are intended to incentivize participants to achieve the Threshold level and strive for greater performance beyond the Threshold level.

The specific three-year performance goals for the LTIP metrics for performance cash awards granted in fiscal 2021 are as follows:

The specific levels of performance cash award metrics are set forth below:

If actual Cash Flow ROI or Revenue Growth for the performance period is between Threshold and Target and/or between Target and Maximum, the amount of performance cash earned will be determined on a linear basis. In the event that either the Company's actual Cash Flow ROI or Revenue Growth does not meet the Threshold for the performance period, no performance cash will be earned under that performance cash award metric. In the event that either the Company's actual Cash Flow ROI or Revenue Growth exceeds the Maximum for the performance period, only the Maximum percentage of the Target amount of performance cash for that metric will be earned. Notwithstanding the foregoing, the HCC Committee retains the discretion to decrease the amount of performance cash earned under the LTIP.

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 Revenue Growth is a key measure of growth that is easy to understand and communicate, theHCC Committee used the Revenue Growth metric to incentivize management to create additional shareholder value through the continued growth of the Company. For both metrics, the HCC Committee set the Threshold level at what it believed to be an acceptable return and set the Maximum level at what it believed to be exceptional performance with each corresponding to an appropriate competitive payout level. Achievement and payout for each measure is calculated and paid out independently of the other measure.

As mentioned above, the HCC Committee and, for Mr. Brinker (and Mr. Burke, during his tenure as the Company's President and Chief Executive Officer), the Board, approves the grants for each NEO under the long-term incentive plan as a percentage of base salary. Assuming achievement of the Target level for each metric under the performance cash awards, the NEOs would receive the following percentages of base salary in total grants under the long-term incentive plan approved in fiscal 2021:

Mr. Lucareli's percentage was increased by the Board from 175% to 200% at the time of his appointment as Interim President and Chief Executive Officer, and remained at that level following the appointment of Mr. Brinker to the role of President and Chief Executive Officer. The percentages for the remaining NEOs were unchanged from those for fiscal 2020; however, pursuant to the terms of the Burke Transition Agreement, the Company did not make any LTIP grants to Mr. Burke in fiscal 2021. The table below sets forth the number of shares subject to stock options and the number of restricted stock units issued to each NEO in fiscal 2021 as well as the value of performance cash that would be earned upon achievement of each of the long-term incentive plan metrics on March 31, 2023:

In addition to the above-described awards, Mr. Brinker was awarded certain retention restricted stock unit awards, performance cash awards, and cash-based award (collectively, the 'Make Whole Awards') under his employment agreement to make him whole with respect to certain unvested incentive compensation that was forfeited upon the termination of employment with his prior employer in order to join Modine. Pursuant to Mr. Brinker's employment agreement, the Make Whole Awards were issued subject to Modine's standard agreements for retention restricted stock unit awards and performance cash awards. The Make Whole Awards consisted of the following:

*	Mr. Brinker was granted a make whole award with a Target amount of performance cash equal to $806,717. This column shows the portion of that Target amount that could become payable at the threshold, target, and maximum levels of performance for each metric.

Executive Compensation in Fiscal 2022

For the fiscal 2022 MIP, the HCC Committee approved two metrics, FCF% and Adjusted EBITDA Growth, as the performance measures under the plan. Each metric remains unchanged from fiscal 2021 and will be determined in a similar manner as in fiscal 2021. Each metric is independent of the other, the metrics are equally weighted, and each metric will be adjusted to account for certain approved items.

For fiscal 2022, the HCC Committee approved the Company's LTIP for fiscal 2022 through fiscal 2024 to include: retention restricted stock unit awards (35 percent of long-term incentive dollars at Target); stock options (20 percent of long-term incentive dollars at Target); and performance cash awards (45 percent of long-term incentive dollars at Target). The HCC Committee adjusted the relative percentages among certain components of the LTIP grants for fiscal 2022, decreasing retention restricted stock unit awards from 40 percent to 35 percent of long-term incentive dollars at Target, and increasing performance cash awards from 40 percent to 45 percent of long-term incentive dollars at Target. The HCC made this adjustment to increase the emphasis on the Company's long-term performance and better align the Company with prevailing market practices. The vesting schedules for retention restricted stock unit awards and stock options are the same, namely 25 percent each year over a period of four years, beginning on the first anniversary of the grant. Performance cash awards have a three-year performance period, which is the same duration as in prior years, and the HCC Committee approved two performance metrics - three-year Average Cash Flow ROI and three-year Average Adjusted EBITDA Growth. The Average Cash Flow ROI metric remains unchanged from fiscal 2021 and will be determined in a similar manner as in fiscal 2021, while the Average Adjusted EBITDA Growth metric replaces the Average Annual Revenue Growth metric. Average Adjusted EBITDA Growth will be the simple average of the Adjusted EBITDA Growth for each year during the performance period, with Adjusted EBITDA Growth determined in a similar manner as in the fiscal 2022 MIP. Each metric is independent of the other and the metrics are weighted equally at 50 percent each.

Employment and Post-Employment Benefits

General Benefit

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.

The Company does not generally provide perquisites to any of the NEOs.

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 2021.

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 2020, the Company made matching contributions to an NEO's account under the 401(k) Retirement Plan or Deferred Compensation Plan, as applicable, 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 or Deferred Compensation Plan, as applicable, and 50 percent of the next 3 percent of compensation an NEO elected to contribute to the 401(k) Retirement Plan or Deferred Compensation Plan, as applicable. However, due to the uncertainty surrounding the impact of COVID-19 on the Company's performance and overall markets, and the Company's desire to preserve cash, effective as of July 15, 2020, the Company suspended matching of employee contributions to participant 401(k) accounts and Deferred Compensation Plan accounts. Effective January 1, 2021, the Company resumed 'Safe Harbor' contributions to participant 401(k) accounts and Deferred Compensation Plan accounts.

The Company's defined benefit pension plan, which is frozen, is more fully described in the Pension Benefits Table for Fiscal 2021 below. Mr. Lucareli and Mr. McBurney participate in the Company's defined benefit pension plan, as did Mr. Bowser prior to his cessation of employment effective January 7, 2021. Mr. Brinker, Mr. Burke, Ms. Stein and Mr. Casterton joined the Company after the defined benefit pension plan was closed to new participants.

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 following plans:

Deferred Compensation Plan. The Deferred Compensation Plan is a nonqualified plan that allows a highly compensated employee to defer up to 10 percent of base salary. Salary 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.

Executive Supplemental Retirement Plan ('SERP'). The SERP is a nonqualified pension plan. The SERP, like the defined benefit pension plan, is frozen and intended to be an extension of the Company's qualified pension plan. Under the SERP, salary and bonus that are in excess of statutory limits are taken into account in determining nonqualified benefits payable to an employee.

Severance Plan

The Company has a severance plan that was last updated by the HCC Committee in fiscal 2012 (the 'Severance Plan') for members of the Executive Council as recommended to the Committee by the Company's CEO, to ensure consistent treatment of individuals in such positions in the event of an involuntary termination of employment without cause. 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 order to receive these benefits, participants are required to release the Company from any and all liability. Additionally, the Severance Plan provides certain benefits in the event of an NEO's termination of employment in connection with a change in control of the Company. See Potential Post-Employment Payments below for additional information about benefits under the Severance Plan. All NEOs other than Mr. Brinker (who has a separate employment and change in control agreement) and Mr. Burke (who had a separate employment agreement and entered into the Burke Transition Agreement) are covered (or, in the case of Mr. Bowser who entered into the Bowser Letter Agreement, was covered) under the Severance Plan.

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. Only shares of stock, either restricted or unrestricted, count toward compliance with the guidelines.

The current guidelines, which were updated in 2020, 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 at least five times his annual base salary. In addition, the guidelines now 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 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 who has been an officer of the Company for at least five years is currently in compliance with the stock ownership guidelines.

Related Policies Applicable to Executive Officers

Under the Company's Insider Trading Policy, all directors and executive officers, including the NEOs, are prohibited from holding shares of Company stock in a margin account or otherwise pledging shares of Company 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 stock. The HCC Committee has also implemented an incentive compensation recoupment (or 'clawback') policy. Effective beginning with awards granted in fiscal 2013, the clawback policy requires forfeiture or repayment of any awards granted under the 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.

Employment Agreements

The Company entered into an employment agreement with Mr. Brinker during fiscal 2021 that governs his employment terms and provides for certain post-termination benefits. Additionally, Mr. Brinker's employment agreement provided initial benefits of relocation expenses and a make whole cash award, both subject to twelve (12) months of continued employment (with exceptions for terminations without Cause, due to death or disability, or a Good Reason termination) from his employment start date, and Make Whole Awards (as described above in the section titled Long-Term Incentive Compensation). The amount of Mr. Brinker's relocation expenses is set forth below in the All Other Compensation Table and is subject to recoupment if the aforementioned employment conditions are not met. In the event of Mr. Brinker's continued employment, he will be entitled to a cash Make Whole Award of Five Hundred and Seventy-Four Thousand Dollars ($574,000), which was paid on June 4, 2021, but remains subject to recoupment if the aforementioned employment conditions are not met. As described in greater detail in the section above titled Grants under the Long-Term Incentive Plan for Plan Commencing in Fiscal 2021 on page 28, Mr. Brinker also received certain other Make Whole Awards pursuant to his employment agreement, which are subject to vesting, both time-based and performance-based.

The Company also entered into the Burke Transition Agreement during fiscal 2021 which sets forth the terms of Mr. Burke's severance and superseded the terms of the employment agreement the Company had previously entered into with Mr. Burke. Also, the Company entered into the Bowser Letter Agreement during fiscal 2021, which sets forth some of the terms of Mr. Bowser's severance. 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, Mr. Burke's employment agreement, the Burke Transition Agreement, and the Bowser Letter Agreement.

Effective as of August 31, 2020, the Company entered into certain CEO Transition Retention Agreement Letters with Messrs. Lucareli, McBurney, and Bowser and Ms. Stein to provide a retention incentive for such NEOs through the transition of the CEO role from Mr. Burke to Mr. Brinker. The CEO Transition Retention Agreement Letters provided for a cash award incentive and a future grant of Retention Restricted Stock Units to each of the foregoing NEOs if they remain employed with the Company until August 4, 2022 (unless terminated earlier by the Company without Good Cause). The cash award incentive under the CEO Transition Retention Agreement Letters for each of the applicable NEOs is equal to fifty percent (50%) (40% for Mr. McBurney) of the NEO's base salary as of August 4, 2022 and the future grant of Retention Restricted Stock Units will be equal, based on grant date fair value, to fifty percent (50%) (45% for Mr. McBurney) of each applicable NEO's target value of his or her prevailing annual LTIP award as of August 4, 2022, based on the closing stock price of the Company on August 3, 2022. In the event of an NEO's termination of employment without Good Cause prior to August 4, 2022, the CEO Transition Retention Agreement Letters provide for a payout of the incentive amounts as severance at the time of the termination of employment. See Potential Post-Employment Payments below for additional information about benefits in the event of a termination of employment under the CEO Transition Retention Agreement Letters.

The Company has entered into change in control agreements with Mr. Brinker and Mr. Lucareli and certain other key employees. 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.

Tax Implications for NEOs

The HCC Committee generally seeks to structure compensation amounts and arrangements 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.

Tax Implications of IRC Section 162(m)

Section 162(m) of the Code generally disallows a tax deduction to public companies for compensation over $1,000,000 paid in any tax year to a company's CEO, CFO, and its three most highly compensated NEOs (other than the CEO and CFO) regardless of whether they were in service as of the end of any such tax year (each a 'covered employee'). Additionally, for any NEO whose compensation was or is subject to this limitation in any tax year beginning in or after 2017, that executive officer's compensation will remain subject to this annual deductibility limitation for any future tax year in which he or she receives compensation from Modine, regardless of whether he or she remains a NEO.

Accordingly, Modine is only able to deduct up to $1,000,000 per year of the compensation payable to any of our NEOs who is a 'covered employee' as determined under Section 162(m), unless certain transition relief pursuant to tax reform legislation signed into law on December 22, 2017, would apply to the applicable compensation.

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, 2021.

THE HUMAN CAPITAL AND COMPENSATION COMMITTEE

Christopher W. Patterson, Chair

Charles P. Cooley

Suresh V. Garimella

Larry O. Moore

FISCAL 2021 NEO COMPENSATION

2021 Summary Compensation Table

The following table sets forth compensation awarded to, earned by, or paid to the Company's NEOs, which include (i) the Principal Executive Officer, (ii) the Principal Financial Officer, (iii) the three most highly compensated executive officers, serving as officers as of the end of fiscal 2021, (iv) Mr. Burke, who was an executive officer of the Company prior to his cessation of employment in August 2020, and (v) Mr. Bowser, who was an executive officer of the Company prior to his cessation of employment in January 2021.

Name and Principal Position		Fiscal Year		Salary ($)(1)		Bonus ($)		Stock Awards ($)(2)		Option Awards ($)(3)		Non-Equity Incentive Plan Compensation ($)(4)		Change in Pension Value ($)(5)		All Other Compensation ($)(6)		Total ($)
Neil D. Brinker		2021		258,462		-		2,090,225		132,033		266,667		NA		183,984		2,931,370
President and CEO
Thomas A. Burke		2021		337,500		-		-		-		214,500		NA		5,286,871		5,838,871
Former President and CEO
		2020		975,000		-		2,261,997		564,568		-		NA		47,286		3,848,851
		2019		965,000		-		2,144,993		531,759		936,050		NA		46,105		4,623,907
Michael B. Lucareli		2021		514,204		-		520,001		260,212		507,726		14,691		11,653		1,828,486
EVP, CFO
		2020		465,750		-		657,988		164,226		-		46,846		22,922		1,357,731
		2019		448,500		-		634,197		157,223		304,532		0		22,006		1,566,458
Sylvia A. Stein		2021		344,850		-		145,203		72,658		248,298		NA		9,231		820,240
VP, GC, Corp. Sec. and
Chief Compliance Officer		2020		359,750		-		290,394		72,480		-		NA		18,322		740,946
Matthew J. McBurney		2021		320,185		-		136,802		68,455		229,158		16,023		8,788		779,411
VP, BHVAC
Joel T. Casterton		2021		323,950		-		136,398		68,256		233,228		NA		8,106		769,938
VP, HDE
		2020		337,750		-		272,811		68,088		-		NA		16,791		695,440
Scott L. Bowser		2021		340,862		-		324,797		162,534		314,517		17,088		1,129,099		2,288,897
Former VP, CIS and COO
		2020		460,500		-		649,607		162,130		-		55,517		22,606		1,350,360
		2019		406,292		-		316,794		78,537		218,978		0		19,894		1,040,495

(6)	The amounts set forth in this column for fiscal 2021 include:

Grants of Plan-Based Awards for Fiscal 2021

In fiscal 2021, the Company granted stock options, retention restricted stock units, performance cash and short-term cash incentives as Plan-Based Awards.

Stock options have an exercise price equal to the fair market value of the Company's common stock on the date of grant. Stock options granted in fiscal 2021 vest in four annual installments commencing one year after the date of grant. The stock options expire ten years from the date of grant. Except with respect to Mr. Brinker's Make Whole Awards, which are discussed in the Grants under the Long-Term Incentive Plan for Plan Commencing in Fiscal 2021 on page 28, retention restricted stock units granted in fiscal 2021 vest in four annual installments commencing one year after the date of grant. Further details regarding the performance cash and short-term cash incentives (MIP awards) are described in the Compensation Discussion and Analysis section above.

The following table sets forth information about grants of awards made in the fiscal year ended March 31, 2021 to the NEOs.

(2)	These are the fiscal 2021 MIP awards, short-term incentive cash awards.

(3)	These are the fiscal 2021 performance cash awards, long-term performance cash awards made under the fiscal 2021 LTIP.

(5)

In connection with Mr. Bowser's January 2021 exit from Modine, all grants made to Mr. Bowser pursuant to the LTIP commencing in fiscal 2021, except for the Restricted Stock Units scheduled to vest in October 2021 and October 2022 (24,530 total Restricted Stock Units), have been forfeited. Further, Mr. Bowser's MIP award for fiscal 2021 (as reported in the Summary Compensation Table) was prorated based on the period he was employed during fiscal 2021.

Outstanding Equity Awards at Fiscal Year End