Methode Electronics Inc DEFA14A, filed Aug 12, 2025
Methode Electronics Inc (MEI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant ☒ |
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Filed by a party other than the Registrant ☐ |
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Check the appropriate box:
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
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METHODE ELECTRONICS, INC.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
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No fee required |
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Fee paid previously with preliminary materials |
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 08, 2025 |
METHODE ELECTRONICS, INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware |
001-33731 |
36-2090085 |
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(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
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8750 West Bryn Mawr Avenue |
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Chicago, Illinois |
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60631-3518 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
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Registrant’s Telephone Number, Including Area Code: (708) 867-6777 |
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Trading |
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Common Stock, $0.50 Par Value |
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MEI |
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New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On August 8, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Methode Electronics, Inc. (“Methode” or the “Company”) awarded time-based restricted stock units (“RSUs”) and performance-based restricted stock units (“PSUs”) to the Company’s executive officers. The RSUs and PSUs were each awarded under Methode’s 2022 Omnibus Incentive Plan (the “2022 Plan”).
Together, the RSUs and PSUs awarded to executive officers represent the Company’s long-term incentive program for fiscal 2026 (the “2026 LTI Program”). The 2026 LTI Program was adopted by the Committee after a comprehensive review of the various design alternatives and market practices presented by the Committee’s independent executive compensation consultant, Frederic W. Cook & Co., Inc., and taking into consideration feedback received from investors relating to the Company’s prior long-term incentive programs. The Compensation Committee believes the mix of performance-based and time-based awards supports Methode’s operating performance and retention objectives.
The tables below set forth details regarding the awards:
Executive |
RSUs |
Target PSUs |
Jonathan B. DeGaynor Chief Executive Officer |
328,520 |
328,520
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Laura Kowalchik Chief Financial Officer |
78,310 |
78,310
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Lars Ullrich SVP, Global Automotive |
56,689
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56,689
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John Erwin Chief Procurement Officer |
31,324
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31,324
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Kerry A. Vyverberg General Counsel |
29,595
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29,595
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Time-Based RSUs
The RSUs are subject to a three-year vesting period based on continued service, with 33%, 33% and 34% of each award vesting on each of the first three anniversaries of the grant date. Dividend equivalents will not be paid on the RSUs until the units have vested. At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the vesting period and the number of vested RSUs.
Subject to the terms of the applicable award agreement, (i) in the event of an executive’s death, disability or qualified retirement (as defined in the agreement), all unvested RSUs will become immediately and fully vested and (ii) in the event an executive is terminated without cause, a prorated number of RSUs will vest through the date of termination subject to the executive’s execution of a general release. In the event of a change in control of the Company, as defined in the 2022 Plan, in which either (a) the successor company does not assume or replace the RSUs or (b) the successor company assumes or replaces the RSUs and then the executive is terminated without cause or resigns for good reason within two years, any unvested RSUs will immediately vest.
Performance-Based PSUs
The PSUs may be earned on the third anniversary of the grant date based on a cumulative three-year performance period relative to established goals for threshold and target performance. The performance measures are based on return on invested capital (ROIC) and annualized total stockholder return (TSR), in each case through the end of the Company’s fiscal 2028, with 60% of the award allocated to the ROIC measure and 40% to TSR.
For performance below the threshold level of each performance measure for the cumulative three-year period, no shares would be earned with respect to that measure. For performance at threshold levels, 50% of the underlying shares would be earned, with 100% of the shares earned at the target levels of performance and a maximum of 200% earned at the maximum levels, with share payments prorated between these levels.
Dividends will not be paid on the PSUs until the shares have been earned. At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the restricted period and the number of shares earned.
Subject to the terms of the applicable award agreement, (i) in the event of an executive’s death or disability prior to the end of the three-year performance period, all unvested PSUs will become immediately and fully vested at target levels; (ii) in the event of an executive’s qualified retirement (as defined in the agreement), the PSUs will vest (if at all) at the end of the performance period based upon actual performance; and (iii) in the event an executive is terminated without cause, a prorated number of PSUs, based on the date of termination, will vest at the end of the performance period based on actual performance. In the event of a change in control of the Company prior to the end of the three-year performance period, in which either (a) the successor company does not assume or replace the PSUs or (b) the successor company assumes or replaces the PSUs and then the executive is terminated without cause or resigns for good reason within two years, any unvested PSUs will immediately vest at target performance levels.
Award Agreements
The descriptions of these awards are qualified by reference to the full text of the Form of Time-Based Restricted Stock Unit Award Agreement and Form of Performance-Based Restricted Stock Unit Award Agreement, in each case adopted in connection with the 2026 LTI Program and attached hereto as Exhibit 10.1 and 10.2, respectively, and by reference to the 2022 Plan which was filed as Exhibit 10.1 to Methode’s Form 8-K filed on September 14, 2022.
Item 9.01 Financial Statements and Exhibits
Exhibit Number |
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Description |
10.1 |
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Form of Time-Based Restricted Stock Unit Award Agreement (2026 LTI Program) |
10.2 |
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Form of Performance-Based Restricted Stock Unit Award Agreement (2026 LTI Program) |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Methode Electronics, Inc. |
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Date: |
August 12, 2025 |
By: |
/s/ Laura Kowalchik |
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Laura Kowalchik |
Exhibit 10.1
METHODE ELECTRONICS, INC.
FORM OF TIME-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
(2026 LTI PROGRAM)
This Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of August 8, 2025 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and _____________________ (the “Grantee”).
WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee time-based Restricted Stock Units (“RSUs”) under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.
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Number of RSUs |
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Number of fiscal months elapsed between the Award Date and termination date (rounded up to the nearest whole month)
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1 36 |
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Number of RSUs previously vested under Section 5 |
For purposes of this Award Agreement, Grantee’s resignation will be classified as a “Qualifying Retirement” if (A) Grantee retires on or after Grantee’s fifty-fifth birthday with consent of the Compensation Committee, or Grantee has attained age 62, and (B) Grantee has provided written notice to the Company of their election to retire at least six months prior to Grantee’s designated retirement date (the “Notice Period”) and has at least one year of service as of the date of such notice. All or any portion of the Notice Period can be waived by the Compensation Committee in its sole discretion. Grantee’s right to elect a Qualifying Retirement shall be conditioned upon Grantee signing and delivering a Release to the Company, within the time period required by the Company, and not revoking such Release within any applicable revocation period. Notwithstanding the provisions of Section 6(a) above, if Grantee is eligible to elect Qualifying Retirement during the term of this Agreement and Grantee experiences a Separation from Service under Section 6(a) or Section 6(c), the settlement date for Grantee’s RSUs shall be the date such RSUs would have been settled under Section 4 if Grantee had remained employed by the Company until such date.
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[Signature Page to Follow]
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Exhibit 10.1
IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.
METHODE ELECTRONICS, INC.
By:
Its:
Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company. IF A COPY OF THIS AWARD AGREEMENT EXECUTED BY GRANTEE HAS NOT BEEN RECEIVED BY THE COMPANY NO LATER THAN THIRTY (30) DAYS AFTER THE AWARD DATE, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.
BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.
The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement, the Plan and the Company’s Incentive Compensation Recovery Policy (clawback policy) as they pertain hereto.
GRANTEE
____________________________________
Name: ______________________________
Exhibit 10.2
METHODE ELECTRONICS, INC.
FORM OF PERFORMANCE-BASED RESTRICTED STOCK UNIT AWARD AGREEMENT
(2026 LTI PROGRAM)
This Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of August 8, 2025 (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and _____________________ (the “Grantee”).
WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee performance-based Restricted Stock Units (“PSUs”) under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.
For purposes of this Award Agreement, Grantee’s resignation will be classified as a “Qualifying Retirement” if (A) Grantee retires on or after Grantee’s fifty-fifth birthday with consent of the Compensation Committee, or Grantee has attained age 62, and (B) Grantee has provided written notice to the Company of their election to retire at least six months prior to Grantee’s designated retirement date (the “Notice Period”) and has at least one year of service as of the date of such notice. All or any portion of the Notice Period can be waived by the Compensation Committee in its sole discretion. Grantee’s right to elect a Qualifying Retirement shall be conditioned upon Grantee signing and delivering a Release to the Company, within the time period required by the Company, and not revoking such Release within any applicable revocation period.
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[Signature Page to Follow]
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IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.
METHODE ELECTRONICS, INC.
By:
Its:
Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company. IF A COPY OF THIS AWARD AGREEMENT EXECUTED BY GRANTEE HAS NOT BEEN RECEIVED BY THE COMPANY NO LATER THAN THIRTY (30) DAYS AFTER THE AWARD DATE, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.
BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.
The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement, the Plan and the Company’s Incentive Compensation Recovery Policy (clawback policy) as they pertain hereto.
GRANTEE
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Name: ______________________________