The prior year Say on Pay vote received over 96% shareholder support, well above the 70% threshold that would require a response. The pay program is heavily weighted toward variable, performance-based compensation — the CEO's long-term incentive plan alone targets 510% of base salary in performance stock awards and restricted stock units, making fixed salary a small fraction of total pay, and both the short-term bonus (168% of target) and long-term performance stock awards (200% of target payout for the cycle ending in fiscal 2026) were earned based on disclosed, measurable financial metrics tied to EBITDA growth and cash flow return on invested capital. Modine's 3-year total shareholder return of approximately 654% dramatically outperforms the S&P MidCap 400 Index (^MDY), confirming strong pay-for-performance alignment; the company also has both a Dodd-Frank-compliant clawback policy and a broader misconduct recoupment policy in place.

Non-audit fees (primarily audit-related fees for historical financial statement audits tied to the pending Gentherm transaction) total $1,116,000, which equals approximately 50% of audit fees of $2,250,000 — right at the threshold but not exceeding it, so no independence concern is triggered; KPMG is a Big 4 firm appropriate for a $13 billion market cap company, auditor tenure is not disclosed in the proxy so no tenure trigger can fire, and there are no disclosed material financial restatements.