> ## Content Index > Fetch the complete content index at: https://www.bullished.co/llms.txt > Use this file to discover other available public pages before exploring further. # Modine Triples CEO Brinker's Takeover Severance Multiple, Extends Protection To CFO And General Counsel - URL: https://www.bullished.co/modine-triples-ceo-brinkers-takeover-severance-multiple-extends-protection-to-cfo-and-801036ca/ - Published: 2026-10-27T21:21:54.000Z - Updated: 2026-10-28T15:11:36.000Z - Description: The board lifted the CEO's change-in-control severance to three times salary plus bonus and sweetened stock awards for executives after a takeover. - Author: Matteo Parrino - Tags: Deals, MOD, Industry: Industrials [Modine Manufacturing](https://www.bullished.co/tag/mod/)'s board approved a rich new set of takeover-protection terms for its executives, including [three times salary plus bonus](https://www.sec.gov/Archives/edgar/data/0000067347/000110465926119218/mod-20261021x8k.htm?ref=bullished.co) for CEO Neil Brinker if he is let go after a change in control, according to an [8-K](https://www.bullished.co/learn/8-k-items-explained/) filed Tuesday. The company, which makes thermal management products including data center cooling equipment, approved the changes on October 21 and 22 after a review by its independent compensation consultant. ## Brinker's multiples Brinker, Modine's president and CEO, did not take part in the company's old supplemental severance plan, and he is not in the new one. Instead the board amended his existing contracts on October 22. If he is fired without cause or quits for good reason and is not covered by his change-in-control agreement, he gets two times the sum of base salary and target annual bonus. He also gets a prorated bonus based on actual performance and company-paid COBRA health premiums for 18 months, followed by equivalent cash payments for six months. If a qualifying termination comes within 24 months after a change in control, he gets three times the sum of his base salary and the greater of his target bonus or the average of his three most recent bonuses. A prorated target bonus and 18 months of COBRA premiums follow, then equivalent cash payments for another 18 months. The board also widened "good reason" in his offer letter to cover a requirement that he report to another officer rather than directly to the board, or to the board of a successor company. ## A new plan for the CFO and counsel On October 21, the compensation committee adopted an Executive Severance Plan covering CFO Michael Lucareli and Erin Roth, the general counsel, replacing the supplemental plan, which was terminated. - Lucareli: [1.5 times salary](https://www.sec.gov/Archives/edgar/data/0000067347/000110465926119218/mod-20261021x8k.htm?ref=bullished.co) plus target bonus in ordinary severance, 2.5 times after a change in control. - Roth: 1.0 times in ordinary severance, 2.0 times after a change in control. Both also get a prorated bonus. COBRA premiums are covered for up to 18 months for Lucareli and 12 months for Roth in ordinary severance, and 18 months for each after a change in control. Benefits require a signed release of claims. Lucareli's change-in-control agreement from May 28, 2008, was terminated, so his post-takeover cash severance now comes only under the new plan. ## Stock awards pay out in full Previously, a change in control deemed performance stock awards earned at target, and a qualifying termination within 12 months brought a prorated payout. Under the amendment covering Brinker and the other named executives, performance is deemed met at the greater of target or extrapolated performance, and a qualifying termination within 12 months pays out without proration for service. On October 27, the board approved a matching amendment to restricted stock unit agreements. Both amendments add a material cut in an officer's title, including losing a corporate officer designation, to the definition of good reason. New award forms apply to future grants. The filing says the changes are meant to bring executive severance in line with current market standards. Learn - [Item 5.02: directors and officers leave or join, or executive pay is set →](https://www.bullished.co/learn/8-k-items-explained/#item-502-directors-and-officers-leave-or-join-or-executive-pay-is-set) From 8-K Items Explained: What Every Item Code From 1.01 To 9.01 Tells You, With Examples ### Sources - [8-K Filing — MODINE MANUFACTURING CO (MOD)](https://www.sec.gov/Archives/edgar/data/0000067347/000110465926119218/mod-20261021x8k.htm?ref=bullished.co) — SEC EDGAR ### More on Modine Manufacturing - [Modine Completes $946 Million Spin-Off Of Performance Technologies, Pockets $156 Million To Repay Debt](https://www.bullished.co/modine-completes-946-million-spin-off-of-performance-technologies-pockets-156-million-to-23d0badf/) [All Modine Manufacturing (MOD) coverage →](https://www.bullished.co/tag/mod/)