THOMAS A. BURKE - Corporate Board Profile

MODINE MANUFACTURING CO

Filing Date	Source Excerpt
2012-06-28	Thomas A. Burke Age 54 Director since 2008 Current Position: President and Chief Executive Officer of the Company. ... The board has determined that all of the directors, other than Mr. Burke, are independent within the meaning of the listing standards of the NYSE. Mr. Burke is not independent given his position as President and CEO of the Company. ... Compensation of Directors ... Employees of Modine do not receive any compensation for serving on the board.
2013-06-19	Thomas A. Burke Age 55 Director since 2008 Current Position: President and Chief Executive Officer of the Company since 2008.
2014-06-17	Thomas A. Burke Age 57 Director since 2008 President and Chief Executive Officer of the Company since 2008. Mr. Burke joined Modine in May 2005 as Executive Vice President and subsequently served as Executive Vice President and Chief Operating Officer (July 2006 – March 2008). Prior to joining Modine, Mr. Burke worked for five years in various management positions with Visteon Corporation, a leading supplier of parts and systems to automotive manufacturers, including as Vice President of North American Operations (2002 – May 2005) and Vice President, European and South American Operations (2001 – 2002). Prior to working at Visteon Corporation, Mr. Burke worked in positions of increasing responsibility at Ford Motor Company. Public Company Directorships: USG Corporation Specific Attributes and Skills for Mr. Burke: Expertise Discussion of Skills and Attributes Business Operations Leadership Mr. Burke serves as the President and Chief Executive Officer of the Company. Relevant Industry Experience Mr. Burke has unique knowledge of the challenges, risks and opportunities facing a global supplier of thermal management products to global customers gained through his experience with the Company as well as at Visteon Corporation and Ford Motor Company. Mr. Burke’s membership on the Board and leadership of the Company’s Executive Council help to ensure that the Board is linked to the Company’s management and operations. Global Business Experience Mr. Burke’s extensive operational managerial experience at Ford Motor Company, Visteon Corporation and the Company provide him with significant insight and experience in the operations, challenges and complex issues facing global manufacturing businesses. Technological Expertise Mr. Burke has a strong background in and knowledge of thermal management technology. Corporate Governance Expertise Mr. Burke has gained significant corporate governance experience in his role as President and Chief Executive Officer of the Company.
2015-06-23	Thomas A. Burke Age 58 Director since 2008 Current Position: President and Chief Executive Officer of the Company since 2008. The Board has determined that all of the current directors and all other individuals who served as directors during any portion of fiscal 2015, other than Mr. Burke, are independent, or were independent at the time they served as a director, within the meaning of the listing standards of the NYSE. The Board concluded that none of these directors has or had 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. Burke is not independent due to his position as President and CEO of the Company.
2016-06-21	Thomas A. Burke Age 59 Director since 2008 Current Position: President and Chief Executive Officer of the Company since 2008. The following table sets forth compensation awarded to, earned by, or paid to the Company’s named executive officers (NEOs), which include the Principal Executive Officer, Principal Financial Officer, and the four most highly compensated executive officers. Thomas A. Burke President and CEO 2016 Salary ($) 856,692 Stock Awards ($) 1,670,002 Option Awards ($) 394,875 Non-Equity Incentive Plan Compensation ($) 368,725 Total ($) 3,343,561
2017-06-20	The following table sets forth compensation awarded to non-employee members of the Company’s Board of Directors in fiscal 2017: Thomas A. Burke President and Chief Executive Officer of the Company since 2008. ... Mr. Burke joined Modine in May 2005 as Executive Vice President and subsequently served as Executive Vice President and Chief Operating Officer (July 2006 – March 2008). ... The Board of Directors has determined that all of the current directors, other than Mr. Burke, are independent within the meaning of the listing standards of the NYSE. ... Mr. Burke is not independent due to his position as President and CEO of the Company.
2018-06-19	Thomas A. Burke Age 61 Current Position: President and Chief Executive Officer of the Company since 2008... The Board has determined that all of the current directors, other than Mr. Burke, are independent... Mr. Burke is not independent due to his position as President and CEO of the Company... Employees of Modine do not receive any compensation for serving on the Board... Non-employee directors, including the Lead Director of the Board, are entitled to receive the following: an annual retainer of $80,000... 2018 Director Compensation Table... Mr. Burke serves as President and Chief Executive Officer of the Company.
2019-06-25	Thomas A. Burke Age 62 Director since 2008 Current Position: President and Chief Executive Officer of Modine since 2008. 2019 Summary Compensation Table Thomas A. Burke Total ($): 4,623,907
2020-06-23	Thomas A. Burke Age 63 Director since 2008 ... Mr. Burke serves as President and Chief Executive Officer of the Company. ... Employees of Modine do not receive any compensation for serving on the Board. Non-employee directors, including the Lead Director 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 ONC 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. During fiscal 2021, as a result of the COVID-19 pandemic, and the corresponding impact on the Company’s financial performance, the non-employee directors’ cash retainers were reduced by 20%, with such reduction to continue until the Board determines that the reduction is no longer appropriate.