DEF 14A of Methode Electronics Inc, Jul 27, 2023

DEF 14A of Methode Electronics Inc

Filed Jul 27, 2023 · FY20230001140361-23-036488

Open on EDGAR

  1. Summary of Qualifications of Director Nominees

    Summary of Qualifications of Director Nominees The following table highlights certain skills, experience and qualifications that each of the director nominees brings to the Board.

  2. Summary of Qualifications of Director Nominees

    | Skills and Experience | Aspatore | Blom | Bobek | Cadwallader | Crowther | Dawson | Duda | Goddard | Lindsey | Pantaleo | Schwabero | | Leadership and Strategy | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | ✔ | | Financial/Accounting | ✔ | | ✔ | | | | ✔ | | ✔ | | ✔ | | Mergers and Acquisitions | ✔ | ✔ | | ✔ | | | ✔ | ✔ | ✔ | ✔ | ✔ | | Cybersecurity/IT Systems | | | ✔ | ✔ | | | ✔ | | ✔ | | ✔ | | International Business | ✔ | | | ✔ | | | ✔ | ✔ | ✔ | ✔ | ✔ | | Technology/Innovation | | ✔ | | ✔ | | ✔ | ✔ | ✔ | | ✔ | ✔ | | Industry Experience | ✔ | ✔ | | ✔ | ✔ | ✔ | ✔ | | | | ✔ | | Public Company Board Service | ✔ | ✔ | | | ✔ | ✔ | ✔ | ✔ | ✔ | | ✔ | | Manufacturing/Operations | ‎✔ | ✔ | | | | ✔ | ✔ | ✔ | | ✔ | ✔ |

  3. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION We use a combination of cash and common stock to compensate our non-employee directors. For fiscal 2023, our non-employee directors received an annual cash retainer, meeting fees and an annual stock award with immediate vesting. Our Chairman, Vice Chairman and Committee Chairs received additional cash retainers for their service in these capacities. The Nominating and Governance Committee oversees and makes recommendations to the Board regarding our non-employee director compensation program. Non-employee directors can defer receipt of all or a portion of their cash or equity compensation to our Deferred Compensation Plan. For a description of the Deferred Compensation Plan, please see “Executive Compensation — Nonqualified Deferred Compensation,” below. Upon the recommendation of our Nominating and Governance Committee, the Board did not make any changes to our compensation program for non-employee directors for fiscal 2023. In reviewing our director compensation program, the Nominating and Governance Committee and the Board considered peer and market data, as well as the advice and recommendations of Frederic W. Cook & Co., Inc., our independent compensation consultant. The following table shows the non-employee director compensation components and amounts for fiscal 2023.‎

  4. DIRECTOR COMPENSATION

    | Compensation Component | | Amount | | Annual Cash Retainer | | $80,000 | | Additional Annual Cash Retainer for the Chairman | | $80,000 | | Additional Annual Cash Retainer for the Vice Chairman | | $12,000 | | Additional Annual Cash Retainer for the Committee Chairs | | | | • | Audit Committee | $24,000 | | • | Compensation Committee | $24,000 | | • | Nominating and Governance Committee | $12,000 | | • | Technology Committee | $12,000 | | • | Medical Products Committee | $12,000 | | Fee for Each Committee and Special Board Meeting | | $1,500 | | Annual Stock Grant | | Shares valued at $140,000 |

  5. DIRECTOR COMPENSATION

    The following table sets forth certain information regarding compensation earned by the non-employee directors during our fiscal year ended April 29, 2023.

  6. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Walter J. Aspatore | $194,500 | $140,015 | $334,515 | | David P. Blom | $119,000 | $140,015 | $259,015 | | Therese M. Bobek | $116,000 | $140,015 | $256,015 | | Brian J. Cadwallader | $126,500 | $140,015 | $266,515 | | Bruce K. Crowther | $134,000 | $140,015 | $274,015 | | Darren M. Dawson | $116,000 | $140,015 | $256,015 | | Janie Goddard | $110,000 | $140,015 | $250,015 | | Mary A. Lindsey | $141,500 | $140,015 | $281,515 | | Angelo V. Pantaleo | $105,500 | $140,015 | $245,515 | | Mark D. Schwabero | $116,000 | $140,015 | $256,015 | | Lawrence B. Skatoff | $126,500 | $140,015 | $266,515 |

  7. DIRECTOR COMPENSATION

    | (1) The reported amounts reflect the fair value at the date of grant calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. Details of the assumptions used in valuing these awards are set forth in Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 29, 2023. |

  8. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information regarding our common stock beneficially owned as of July 17, 2023, by (i) each director and nominee, (ii) each of the named executive officers, and (iii) all current directors and executive officers as a group.

  9. Directors and Executive Officers

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class (%) | | Walter J. Aspatore | 29,170(2)(3) | * | | David P. Blom | 14,041 | * | | Therese M. Bobek‎ | ‎14,170(3) | * | | Brian J. Cadwallader | 17,970(3) | * | | Bruce K. Crowther | 17,941(4) | * | | Darren M. Dawson | 17,670(3) | * | | Donald W. Duda | 852,906(5) | 2.3 | | Janie Goddard | 11,093(6) | * | | Mary A. Lindsey | ‎14,170 (3) | * | | Angelo V. Pantaleo | 14,041 | * | | Mark D. Schwabero | 17,170(3) | * | | Lawrence B. Skatoff | 43,636(7)‎ | * | | Andrea J. Barry | 77,166(8)‎ | * | | Joseph E. Khoury | ‎252,420(9)‎ | * | | Ronald L.G. Tsoumas | ‎212,518(10)‎ | * | | Kerry A. Vyverberg | ‎13,519(11)‎ | * | | All current directors and executive officers as a group (19 persons) | ‎1,801,288 | 4.8 |

  10. Directors and Executive Officers

    | * Percentage represents less than 1% of the total shares of common stock outstanding. |

  11. Directors and Executive Officers

    | (1) Beneficial ownership arises from sole voting and dispositive power unless otherwise indicated by footnote. |

  12. Directors and Executive Officers

    | (2) Includes 18,000 shares held jointly with Mr. Aspatore’s wife. |

  13. Directors and Executive Officers

    | (3) Includes 11,170 shares of phantom stock held in the Company’s Deferred Compensation Plan. |

  14. Directors and Executive Officers

    | (4) Shares are held in a trust pursuant to which Mr. Crowther shares voting and investment power with his wife.‎ |

  15. Directors and Executive Officers

    | (5) Includes 195,055 shares of vested restricted stock units for which common stock will be delivered to Mr. Duda at such time as the value of the award is deductible by us or Mr. Duda’s employment terminates, 220,000 shares of vested restricted stock units for which common stock will be delivered to Mr. Duda in the event of termination from Methode under any circumstance and 375,000 shares of performance-based restricted stock subject to forfeiture. |

  16. Directors and Executive Officers

    | (6) Includes 8,138 shares of phantom stock held in the Company’s Deferred Compensation Plan. |

  17. Directors and Executive Officers

    | (7) Shares are held in a trust pursuant to which Mr. Skatoff shares voting and investment power with his wife. |

  18. Directors and Executive Officers

    | (8) Includes 52,500 shares of performance-based restricted stock subject to forfeiture. |

  19. Directors and Executive Officers

    | (9) Includes options to purchase 12,000 shares of common stock exercisable within 60 days, 90,000 shares of vested restricted stock units for which common stock will be delivered to Mr. Khoury in the event of termination from Methode under any circumstance and 144,000 shares of performance-based restricted stock subject to forfeiture. Does not include any shares of the Company’s common stock under the terms of the time-based Restricted Stock Units for fiscal 2023 which are being held in abeyance pending and subject to resolution of certain employment matters. See “Compensation Discussion and Analysis—Components of Fiscal 2023 Compensation—2021 LTI Program” below for additional information. |

  20. Directors and Executive Officers

    | (10) Includes options to purchase 8,000 shares of common stock exercisable within 60 days, 42,000 shares of vested restricted stock units for which common stock will be delivered to Mr. Tsoumas in the event of termination from Methode under any circumstance, 75,500 shares of performance-based restricted stock subject to forfeiture and ‎14,095 shares of common stock held in our 401(k) Plan. |

  21. Directors and Executive Officers

    | (11) Includes 12,098 shares of performance-based restricted stock subject to forfeiture. |

  22. PROPOSAL ONE

    PROPOSAL ONE

  23. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS A Board of eleven directors will be elected at the Annual Meeting. Each director will hold office until the next annual meeting of stockholders, or until any such director’s earlier resignation or until his or her successor is elected and qualified. All of the nominees listed below currently serve as directors. All nominees were recommended unanimously to our Board of Directors by our Nominating and Governance Committee and were nominated by our Board of Directors. If any nominee is unwilling or unable to serve as a director, an event which our Board does not anticipate, shares represented by the proxies will be voted for the election of another nominee nominated by our Board upon the recommendation of our Nominating and Governance Committee, or the Board may reduce the size of the Board and the number of directors to be elected at the Annual Meeting. Mr. Skatoff is not standing for re-election, and the Board expressed its great appreciation for his significant contributions to our Board and Company. The size of the Board will be reduced from twelve directors to eleven directors as of the date of the Annual Meeting. OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES.

  24. Executive Summary

    The 2021 LTI Program consists of performance-based restricted stock awards (“RSAs”), cash-based performance grants (“Performance Units”) and time-based restricted stock units (“RSUs”). The number of RSAs and Performance Units earned will be based on the achievement of established goals for the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2025. The target EBITDA performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period. The Performance Units represent an opportunity for participants to receive a cash payment based on the price of Methode’s common stock only to the extent that fiscal 2025 EBITDA exceeds target performance for the RSAs. At the discretion of the Compensation Committee, the Performance Units may be settled in shares of our common stock. The RSUs are subject to a five-year vesting period based on continued service. See “Components of Fiscal 2023 Compensation – 2021 LTI Program” below for additional information regarding this program. Compensation Governance Practices. Our executive compensation program contains the following components and features that are designed to reflect compensation governance best practices and align the interests of our named executive officers and stockholders.

  25. Objectives and Measurement Principles

    | • | Provide executives with a competitive pay arrangement. |

  26. Objectives and Measurement Principles

    | • | Link short-term cash incentive pay to achievement of company objectives, including new business bookings and individual objectives. |

  27. Objectives and Measurement Principles

    | • | Link long-term equity incentives to achievement of EBITDA objectives in line with the Company’s strategy. |

  28. Objectives and Measurement Principles

    | • | Align executive interests with stockholder interests by providing for capital accumulation through awards of RSAs and RSUs and encourage significant ownership of our common stock by our executive officers. |

  29. Our Compensation Process

    | • | assisted the Compensation Committee in developing a compensation peer group; |

  30. Our Compensation Process

    | • | provided and reviewed market data and advised the Compensation Committee on setting executive compensation and the competitiveness and reasonableness of the Company’s executive compensation program; |

  31. Our Compensation Process

    | • | provided information regarding realizable pay in light of our multi-year LTI Programs; |

  32. Our Compensation Process

    | • | The Compensation Committee is independent and utilizes an independent compensation consultant. |

  33. Our Compensation Process

    | • | Compensation for our executive officers represents a balanced mix of short-term, long-term and at-risk compensation. |

  34. Our Compensation Process

    | • | Our short-term incentive programs are designed to avoid an over emphasis on a single performance metric. |

  35. Our Compensation Process

    | • | The maximum amount payable under the annual performance-based cash bonuses is capped at 200% of target. |

  36. Our Compensation Process

    | • | A significant component of our LTI Programs is comprised of equity awards in order to directly align the interests of our executive officers with those of our stockholders. |

  37. Say-on-Pay Vote and Stockholder Engagement on Compensation Matters

    | Stockholder Feedback | | Company Response | | | • | Noted the reduced flexibility with a front-loaded, 5-year LTI program | • | As the 2021 LTI program is currently mid-cycle, the Committee did not make, nor did any of our stockholders specifically request, any modifications to the existing program. However, the Compensation Committee heard very clearly stockholder perspectives about five-year plans. At the time a new long-term equity program is reviewed, the Compensation Committee will consider this feedback in establishing the new program terms and conditions, including the program period and performance metrics, beginning in fiscal 2026. | | • | Suggested the Committee consider the use of multiple metrics as opposed to a single metric in the LTI program | | |

  38. Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation

    Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation We strive to provide compensation opportunities that are market competitive. In order to assist the Compensation Committee in achieving this objective for fiscal 2023, FW Cook was retained to conduct a review of our executive compensation peer group and benchmark our executive compensation program using a custom peer group and third-party survey data. The Compensation Committee considers this benchmarking information in reviewing each component of our compensation program. The peer group used for benchmarking purposes in setting fiscal 2023 compensation was selected using the following criteria:

  39. Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation

    | • | Size as measured by revenue – we generally targeted companies with revenue one-third to three times our annual revenue. |

  40. Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation

    | • | Size as measured by market capitalization – we generally targeted companies with market capitalization one-fourth to four times our market capitalization. |

  41. Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation

    | • | Similar-type businesses – we generally targeted companies that are multinational, compete against us for talent and engage in businesses with similar technology, products and markets. |

  42. Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation

    After considering the advice of FW Cook and the Committee’s criteria for the peer group, the Compensation Committee approved using the fiscal 2022 peer group without modification for fiscal 2023. For compensation decisions affecting fiscal 2023 compensation, the peer group included the following companies:

  43. Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation

    | Belden Corporation | Franklin Electric Company. Inc | Patrick Industries, Inc. | | Benchmark Electronics, Inc. | Gentherm Incorporated | Rogers Corporation | | Cooper-Standard Holdings Inc | LCI Industries | Stoneridge, Inc. | | CTS Corporation | Littelfuse, Inc. | TTM Technologies, Inc. | | Fabrinet | OSI Systems, Inc. | Visteon Corporation |

  44. Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation

    In benchmarking our compensation program for fiscal 2023, the Compensation Committee also reviewed information compiled by FW Cook from major third-party executive pay surveys. As a general policy, we targeted fiscal 2023 executive officer total compensation (salary, annual cash bonus, and long-term incentive compensation), within the median range of competitive practice. ‎In making benchmarking determinations for fiscal 2023 compensation, the analysis assumed that each executive would achieve the target level of performance under the annual performance-based bonuses and RSA awards. In valuing the RSA and RSU awards outstanding under the 2021 LTI Program, the Compensation Committee included one-fifth of the market value of the RSA’s as of the grant date ‎and one-fifth of the grant date fair value of the RSUs.‎ Performance Units are not included as they are only earned for above-target performance and the Transition Awards are not included as they are one-time awards made in exceptional circumstances. In setting each compensation component for our executive officers, the Compensation Committee considered the competitive market data, together with other relevant factors, including the individual performance, experience and strategic value of each executive, retention issues, internal pay equity and consistency issues, the Company’s performance, expected future contributions of each executive, historical compensation levels, tenure, promotions, and industry conditions. In addition, the Compensation Committee considered Mr. Duda’s longevity and extensive service to the Company as our Chief Executive Officer for approximately nineteen years and his significant accomplishments. These and other factors may affect whether one or more of the compensation components for any of our executive officers is set above or below the median of competitive practice. In addition, annual cash bonus and long-term incentive compensation for one or more of our executive officers could be above or below this target range depending on the amounts earned under the performance-based awards.

  45. Components of Fiscal 2023 Compensation

    | Component | Purpose | | Salary | Attract, retain and motivate highly qualified executives. | | Annual Performance-Based Bonuses | Provide a cash reward for contributing to the achievement of our short-term company objectives, and in certain cases, individual ‎objectives‎. | | Transition Bonuses | One-time cash awards in exceptional circumstances granted during fiscal 2021 and paid in stages through the end of fiscal 2023 that seek to retain key members of management in a highly competitive job market over multiple years in order to transition the Company from the pre-pandemic economy through the recovery. | | LTI Program Awards | Focus the executive’s efforts on our long-term performance, encourage significant ownership of our common stock and assist in retention. | | Other Benefits and Perquisites | Provide competitive levels of health and welfare protection and retirement and savings programs. |

  46. Components of Fiscal 2023 Compensation

    | Executive | Target Bonus | Performance Measures and Amounts Payable* | Bonus Earned | | Donald W. Duda | $1,289,250 | (1) Achieve consolidated pre-tax income of $104.0 million (threshold), $130.0 million (target) and $156.0 million (maximum), with $451,238, $902,475 and $1,804,950 payable at threshold, target and maximum, respectively. The Company achieved consolidated pre-tax income below the threshold level of performance. (2) Secure new business bookings with a minimum pre-tax margin. The performance levels for such new business were $223.2 million (threshold), $248.0 million (target) and $272.8 million (maximum), with $193,388, $386,775 and $773,550 payable at threshold, target and maximum, respectively. The Company booked $400.4 million for such new business and Mr. Duda earned the maximum amount payable. | $773,550 |

  47. Components of Fiscal 2023 Compensation

    | Executive | Target Bonus | Performance Measures and Amounts Payable* | Bonus Earned | | Ronald L.G. Tsoumas | $357,000 | (1) Achieve consolidated pre-tax income of $104.0 million (threshold), $130.0 million (target) and $156.0 million (maximum), with $124,950, $249,900 and $499,800 payable at threshold, target and maximum, respectively. The Company achieved consolidated pre-tax income below the threshold level of performance. (2) Achieve at least one of the following objectives: (a) implement a global financial data analytics system, including a suite of relevant KPI metrics and enhanced dashboard analytics, to the satisfaction of the Chief Executive Officer and the Chair of the Audit Committee; and (b) improve the Company’s consolidated working capital position in fiscal 2023 (excluding any impact from acquisitions, divestitures or other non-recurring transactions) by a specified number of relative percentage basis points as determined by the Chief Executive Officer and the Chair of the Audit Committee. No bonus is earned if neither objective is achieved; the target bonus of $107,100 is earned if one of these objectives is achieved; and the maximum bonus of $214,200 is earned if both objectives are achieved. Mr. Tsoumas achieved both objectives and earned the maximum amount payable. | $214,200 | | Joseph E. Khoury | $550,000 | (1) Achieve consolidated pre-tax income of $104.0 million (threshold), $130.0 million (target) and $156.0 million (maximum), with $192,500, $385,000 and $770,000 payable at threshold, target and maximum, respectively. The Company achieved consolidated pre-tax income below the threshold level of performance. (2) Secure new business bookings with a minimum pre-tax margin. The performance levels for such new business were $223.2 million (threshold), $248.0 million (target) and $272.8 million (maximum), with $82,500, $165,000 and $330,000 payable at threshold, target and maximum, respectively. The Company booked $400.4 million for such new business. | $330,000 |

  48. Components of Fiscal 2023 Compensation

    | Executive | Target Bonus | Performance Measures and Amounts Payable* | Bonus Earned | | Andrea J. Barry | $386,250 | (1) Achieve consolidated pre-tax income of $104.0 million (threshold), $130.0 million (target) and $156.0 million (maximum), with $135,188, $270,375 and $540,750 payable at threshold, target and maximum, respectively. The Company achieved consolidated pre-tax income below the threshold level of performance. (2) Ensure that sales/marketing are properly staffed and sales/performance goals are appropriately set in order to position the Company to secure new business bookings with a minimum pre-tax margin. The performance levels for such new business were $223.2 million (threshold), $248.0 million (target) and $272.8 million (maximum), with $28,969, $57,938 and $115,875 payable at threshold, target and maximum, respectively. The Company booked $400.4 million for such new business and Ms. Barry earned the maximum amount payable. (3) Achieve at least one of the following objectives: (a) hire a new Vice President of Environmental, Health, Safety & Sustainability to advance the Company’s ESG program, and present to the Nominating and Governance Committee a multi-year ESG program roadmap to the satisfaction of the Chief Executive Officer; and (b) design and implement new Sales Compensation Plans where appropriate to the satisfaction of the Chief Executive Officer. No bonus is earned if neither objective is achieved; the target bonus of $57,938 is earned if one of these objectives is achieved; and the maximum bonus of $115,875 is earned if both objectives are achieved. Ms. Barry achieved both objectives and earned the maximum amount payable. | $231,750 | | Kerry A. Vyverberg | $244,200 | (1) Achieve consolidated pre-tax income of $104.0 million (threshold), $130.0 million (target) and $156.0 million (maximum), with $85,470, $170,940 and $341,880 payable at threshold, target and maximum, respectively. The Company achieved consolidated pre-tax income below the threshold level of performance. (2) Achieve at least one of the following objectives: (a) undertake a review of firms retained as external legal counsel and update or prepare appropriate policies or guidelines to the satisfaction of the Chief Executive Officer and Chief Financial Officer; (b) research, select and implement a patent information system to the satisfaction of the Chief Executive Officer; (c) provide at least two director continuing education presentations to the Board and/or Board committee; and (d) provide legal support for stockholder adoption and implementation of the Company’s 2022 Omnibus Incentive Plan. No bonus if none of the objectives are achieved, threshold of $36,630 if one goal is achieved, a target bonus of $73,260 if two or more objectives are achieved, and a maximum of $146,520 if all objectives are achieved. Ms. Vyverberg achieved all objectives and earned the maximum amount payable. | $146,520 |

  49. Components of Fiscal 2023 Compensation

    | * Payouts are interpolated for performance falling between established performance objectives. |

  50. Components of Fiscal 2023 Compensation

    Payment to Mr. Khoury of the annual performance-based cash bonus for fiscal 2023 is being held in abeyance pending and subject to resolution of certain employment matters. As we disclosed in our 2022 Proxy Statement, Mr. Tsoumas did not satisfy one of his individual objectives for fiscal 2022 related to the implementation of Phase II of the Enterprise Risk Management (ERM) Program. In June 2022, after considering the significant progress made on developing the ERM Program, the Compensation Committee agreed that the same amount would be earned if Phase II of the ERM Program was implemented by September 2022 to the satisfaction of the Chief Executive Officer and the Nominating and Governance Committee, Consequently, Mr. Tsoumas was paid $101,970 during fiscal 2023 upon achievement of that objective. Transition Awards. In June 2020, after considering the need to retain management talent in a highly competitive job market in order to transition the Company from the pre-pandemic economy through the extended recovery under exceptional circumstances and to provide a bridge of unvested value for the period between the vesting of the 2015 LTI program awards and the adoption of the 2021 LTI Program, the Compensation ‎Committee granted one-time transition awards to our named executive officers other than Ms. Vyverberg. The award is a cash opportunity equal to a multiple ‎of the executive’s fiscal 2021 base salary as follows: Mr. Duda, 2.0 times; Mr. ‎Khoury, 1.75 times; and Mr. Tsoumas and Ms. Barry, 1.5 times.‎ The Compensation Committee determined that a cash award was appropriate after considering the Company’s cash flow, potential dilution, share preservation, the Company’s robust stock ownership guidelines and current executive stock ownership levels and the hold-until-retirement restricted stock units held by certain members of senior management, including our Chief Executive Officer. Forty percent (40%) of the transition award was paid on ‎April 30, 2022. The remaining sixty percent (60%) of the transition award was paid ‎on April 29, 2023 to executives other than Mr. Khoury. Payment to Mr. Khoury of the remaining sixty percent (60%) of the transition award is being held in abeyance pending and subject to resolution of certain employment matters. 2021 LTI Program. In September 2020, our Compensation Committee adopted a five-year, long-term incentive program (the “2021 LTI Program”) which consists of performance-based restricted stock awards (“RSAs”), cash-based performance grants (“Performance Units”) and time-based restricted stock units (“RSUs”). The Compensation Committee granted awards under the 2021 LTI Program to Ms. Vyverberg in September 2022 in connection with her appointment as an executive officer. The number of RSAs and Performance Units earned will be based on the achievement of established goals for the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2025. The Performance Units represent an opportunity for the executives to receive a cash payment based on the price of our common stock only to the extent that fiscal 2025 EBITDA exceeds target performance for the RSAs. At the discretion of the Compensation Committee, the Performance Units may be settled in shares of our common stock. The RSUs are subject to a five-year vesting period based on continued service. After a comprehensive review of various design alternatives and market practices presented by the Compensation Committee’s independent executive compensation consultant, FW Cook, one of the critical determining factors the Compensation Committee considered in granting another five-year, long-term incentive program was the performance of the two prior five-year, long-term incentive programs which concluded as of the end of fiscal 2015 and fiscal 2020, respectively. Consistent with our prior five-year programs, the Compensation Committee intends these RSAs, Performance Units and RSUs to be the only equity-based awards made to our executive officers during this new five-year period which ends on May 3, 2025, i.e., fiscal 2021 through fiscal 2025. After careful consideration, the Compensation Committee determined that another five-year program was appropriate after reviewing our stockholders’ strong say-on-pay support of the prior programs, the success of the prior programs, as well as the lengthy sales and product development cycles and significant upfront capital requirements for many of the Company’s products. The Compensation Committee considered the potential risks of the 2021 LTI Program and concluded that it does not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believed the longer term would focus our executive officers on the Company’s strategic long-term objectives, including the EV market, retain our top executive talent over the period in a highly competitive job market, and foster long-term strategic consistency, teamwork and collaboration among our executive officers. See “Say-on-Pay Vote and Stockholder Engagement on Compensation Matters” above for information on the feedback we have received on the use of five-year plans and performance metrics, and the Compensation Committee’s plans to incorporate this feedback into the structure of new long-term incentive plans upon the expiration of the 2021 LTI Program. The Compensation Committee believes the mix of 50% performance-based and 50% time-based awards at target performance supports the Company’s operating performance and retention objectives and is consistent with market practice. The Performance Units represent an opportunity for the executives to receive a cash payment based on the price of our common stock only to the extent that the Company’s fiscal 2025 EBITDA exceeds target performance for the RSAs in order to provide an additional stretch goal for outperformance. At the discretion of the Compensation Committee, the Performance Units may be settled in shares of ‎our common stock. The Compensation Committee applied EBITDA, as adjusted, as the performance metric for the RSAs and the Performance Units because it is one of the primary operating metrics tracked by the Company and its stockholders. The target EBITDA performance goal set forth below aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period. Additionally, the inclusion of EBITDA from accretive acquisitions is in line with the Company’s plans to grow organically and inorganically over the period. The adjustments to EBITDA for acquisitions and divestitures were designed to mitigate unintended windfalls to management for non-accretive acquisitions and to safeguard management from unintended penalties for stockholder-friendly divestitures that negatively impact the fiscal 2025 performance results. For an acquisition to qualify as accretive in fiscal 2025, the EBITDA of the acquired business must exceed the interest expense for the related debt and the net impact on earnings per share must be positive.

  51. Components of Fiscal 2023 Compensation

    In general, the Compensation Committee targeted the 2021 LTI Program awards within the median range of competitive practice, as annualized over the five-year program period. In making these benchmarking determinations, the Compensation Committee assumed that each executive would achieve the target level of performance under the RSAs and included one-fifth of the market value of the RSA shares and RSUs in these comparative calculations. In determining the size of the award to each of our executive officers, the Compensation Committee also considered other relevant factors, including the individual performance and experience of each executive, internal pay equity and consistency issues, expected future contributions of each executive and historical compensation levels. For Mr. Duda, the Compensation Committee considered his longevity and extensive service to the Company as our Chief Executive Officer and his significant accomplishments. The table below sets forth details regarding the target awards to the named executive officers. Consistent with our prior five-year programs, the Compensation Committee intends the RSAs, RSUs and Performance Units to be the only equity-based awards made to our executive officers during the five-year period which ends on May 3, 2025, i.e., fiscal 2021 through fiscal 2025.

  52. Components of Fiscal 2023 Compensation

    | Executive | Number of Shares | | Grant Date Market Value | | | | Target RSAs | RSUs | Target RSAs* | RSUs | | Donald W. Duda | 375,000 | 375,000 | $10,605,000 | $10,605,000 | | Ronald L.G. Tsoumas | 75,500 | 75,500 | $2,135,140 | $2,135,140 | | Joseph E. Khoury | 144,000 | 144,000 | $4,072,320 | $4,072,320 | | Andrea J. Barry | 52,500 | 52,500 | $1,484,700 | $1,484,700 | | Kerry A. Vyverberg | 12,098 | 12,098 | $464,684 | $464,684 |

  53. Components of Fiscal 2023 Compensation

    | Executive | Maximum Number of Performance Units* | | Donald W. Duda | 187,500 | | Ronald L.G. Tsoumas | 37,750 | | Joseph E. Khoury | 72,000 | | Andrea J. Barry | 26,250 | | Kerry A. Vyverberg | 6,049 |

  54. Components of Fiscal 2023 Compensation

    RSAs. The RSAs may be earned based on the Company’s fiscal 2025 performance relative to established goals for threshold and target performance. The executives will not earn any shares of RSAs if threshold performance is not met. Performance will be based on Methode’s EBITDA for fiscal 2025, subject to certain adjustments, including adjustments for non-accretive acquisitions and divestitures. The performance goals and corresponding percentages of RSAs eligible to be earned by these executives are set forth below. The target EBITDA performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period.

  55. Components of Fiscal 2023 Compensation

    | * Payouts are interpolated for performance falling between the threshold and target performance measures. |

  56. Components of Fiscal 2023 Compensation

    Dividends will not be paid on the RSAs 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. In the event of an executive’s death or disability, the executive will earn all the RSA shares. In general, in the event of an executive’s qualified retirement, the executive will be eligible to earn a prorated number of RSA shares based on the number of months elapsed since May 2, 2020 (April 30, 2022 for Ms. Vyverberg), and the Company’s fiscal 2025 EBITDA. If Mr. Duda retires after fiscal 2023, he will remain eligible to earn all the RSA shares subject to the EBITDA achieved in fiscal 2025. In the event Messrs. Duda, Tsoumas or Khoury or Ms. Barry are terminated without cause (as defined in the Company’s 2014 Long-Term Incentive Plan), the executive will be eligible to earn a prorated number of RSA shares based on the number of months ‎elapsed since May 2, 2020, and the EBITDA achieved in fiscal 2025‎. In the event of a change of control of the Company in which either (i) the successor company does not assume or replace the RSAs or (ii) the successor company assumes or replaces the RSAs, and the executive is terminated without cause or resigns for good reason within the next two years, the executive will earn a prorated number of RSA shares. The proration for Messrs. Duda and Martin will be based on the number of months elapsed since the start of fiscal 2021. The proration for Ms. Vyverberg will be based on the number of months elapsed since the start of fiscal 2023. For Messrs. Tsoumas and Khoury and Ms. Barry, if the change of control or termination occurs in fiscal 2023, the proration will be based on the number of months elapsed since the start of fiscal 2021 and if it occurs in fiscal 2024 or 2025, the proration will be 100%. In the event an executive enters into any of certain enumerated prohibited activities, all of such executive’s RSAs unvested at the time of such activity are subject to forfeiture. In accordance with the accounting and SEC disclosure rules, the “Stock Awards” column of the Summary Compensation Table does not include any value attributable to the RSAs for fiscal 2021, the year in which they were granted. For financial statement reporting purposes and based on the accounting rules, the Company will not record an expense for the RSAs until the Company determines with sufficient certainty that at least the threshold level of performance for fiscal 2025 EBITDA will be achieved. As noted above, the fiscal 2025 EBITDA target performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for organic and inorganic growth during the five-year program period and includes EBITDA from accretive acquisitions. Performance Units. If the Company’s fiscal 2025 EBITDA exceeds target performance, the executives will be eligible to earn Performance Units based on performance relative to goals for target and maximum performance. The performance goals and corresponding percentages of Performance Units eligible to be earned by the executives are set forth ‎below.‎ The target EBITDA performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period.

  57. Components of Fiscal 2023 Compensation

    | Performance Goal | Fiscal 2025 EBITDA, As Adjusted | Percentage of Performance Units Earned* | | Target Performance | $300 million | 0% | | Maximum Performance | $330 million | 100% |

  58. Components of Fiscal 2023 Compensation

    | * Payouts are interpolated for performance falling between the target and maximum performance measures. |

  59. Summary Compensation Table

    Summary Compensation Table The following table sets forth certain summary information regarding the compensation awarded to, earned by or paid by us to, or for the account of, our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers (the “named executive officers”) for the three fiscal years ended April 29, 2023.

  60. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Donald W. Duda President and Chief Executive Officer | 2023 | 955,000 | 942,000 | — | 773,550 | 417,536 | 3,088,086 | | | 2022 | 782,800 | 628,000 | — | 634,068 | 252,908 | 2,297,776 | | | 2021 | 725,596 | — | 10,605,000 | 1,565,600 | 435,358 | 13,331,554 | | Ronald L.G. Tsoumas, Chief Financial Officer | 2023 | 475,860 | 473,970 | — | 214,200 | 73,846 | 1,237,846 | | | 2022 | 453,200 | 248,000 | — | 101,970 | 40,254 | 843,424 | | | 2021 | 381,893 | — | 2,135,140 | 543,840 | 77,161 | 3,138,034 | | Joseph E. Khoury Chief Operating Officer | 2023 | 550,211 | 483,000 | — | 330,000 | 196,071 | 1,559,282 | | | 2022 | 500,192 | 322,000 | — | 300,115 | 107,049 | 1,229,356 | | | 2021 | 425,507 | — | 4,072,320 | 690,000 | 155,227 | 5,343,054 | | Andrea J. Barry Chief Administrative Officer | 2023 | 515,000 | 276,000 | — | 231,750 | 39,380 | 1,062,130 | | | 2022 | 431,346 | 184,000 | — | 209,250 | 10,373 | 834,969 | | | 2021 | 283,639 | — | 1,484,700 | 403,920 | 20,819 | 2,193,078‎ | | Kerry A. Vyverberg, General Counsel | 2023 | 370,000 | — | 464,684 | 146,520 | 12,247 | 993,452 |

  61. Summary Compensation Table

    | (1) The base salaries for our named executive officers as of the end of fiscal 2023 were as follows: Mr. Duda, $955,000; Mr. Tsoumas, $475,860; Mr. Khoury, $550,211; Ms. Barry, $515,000; and Ms. Vyverberg, $370,000. For fiscal 2021, the amounts reflect a 53-week fiscal year and a 20% ‎base salary reduction in connection with cost-cutting measures related to the ‎COVID-19 pandemic. |

  62. Summary Compensation Table

    | (2) Amounts reflect payments made under the Transition Awards. Additional details regarding the Transition Awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – Transition Awards‎.” Payment to Mr. Khoury of the fiscal 2023 portion of the transition award is being held in abeyance pending and subject to resolution of certain employment matters. Mr. Khoury was placed on leave from his position as Chief Operating Officer of the Company as of July 10, 2023. For Mr. Tsoumas, also includes $101,970 paid in connection with achieving a performance measure under his fiscal 2022 annual performance-based bonus award in fiscal 2023 as described under “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – Annual Performance Based Bonuses. |

  63. Summary Compensation Table

    | (3) Amounts include the grant date fair value of the RSA and RSU awards under the 2021 LTI Program determined in accordance with Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). Details of the assumptions used in valuing the awards are set forth in the footnotes to our audited financial statements included in our Annual Report on Form 10-K. The RSUs are generally subject to a five-year vesting period based on continued service. For the named executive officers other than Ms. Vyverberg the vesting schedule is as follows: 30% of the RSUs at the end of fiscal 2023, 30% of the RSUS at the end of fiscal 2024 and 40% of the RSUs at the end of fiscal 2025. For Ms. Vyverberg, the RSUs are generally subject to a five-year vesting period based on continued service, with 30% vesting at the end of fiscal 2025, 30% vesting at the end of fiscal 2026 and 40% vesting at the end of fiscal 2027. Payment to Mr. Khoury of any shares of the Company’s common stock and associated dividends under the terms of the time-based RSUs for fiscal 2023 is being held in abeyance pending and subject to resolution of certain employment matters. The RSAs are eligible for vesting based on fiscal 2025 EBITDA, as adjusted, relative to established goals for threshold and target performance. In accordance with the SEC disclosure rules, the aggregate grant date fair value of the RSAs has been determined based on the probable satisfaction of the fiscal 2025 EBITDA performance conditions at the date of grant. In accordance with ASC 718, the grant date fair value of the RSAs was zero because the Company will not record an expense for the RSAs until the Company determines with sufficient certainty that at least the threshold level of performance for fiscal 2025 EBITDA will be achieved. The aggregate grant date fair value of the RSAs if they were to vest at the target level of performance would have been as follows for fiscal 2021: Mr. Duda, $10,605,000; Mr. Tsoumas, $2,135,140; Mr. Khoury, $4,072,320; Ms. Barry, $1,484,700; and Ms. Vyverberg, $464,684. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – 2021 LTI Program.” |

  64. Summary Compensation Table

    | (4) Amounts reflect annual performance-based cash bonuses for fiscal 2023. Payment to Mr. Khoury of the annual performance-based cash bonus for fiscal 2023 is being held in abeyance pending and subject to resolution of certain employment matters. Mr. Khoury was placed on leave from his position as Chief Operating Officer of the Company as of July 10, 2023. Additional details regarding these bonus awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – Annual Performance-Based Bonuses‎.” |

  65. Summary Compensation Table

    | (5) Amounts included in All Other Compensation reflect the following for fiscal 2023: |

  66. Summary Compensation Table

    | Executive | Vested RSU Dividend Equivalents ($) | 401(k) Contribution ($) | Life Insurance ($) | Car Allowance ($) | | Mr. Duda | 395,556 | 9,900 | 2,126 | 9,600 | | Mr. Tsoumas | 56,363 | 9,900 | 1,584 | 6,000 | | Mr. Khoury | 113,040 | 0 | 0 | 28,013 | | Ms. Barry | 22,838 | 9,900 | 1,584 | 0 | | Ms. Vyverberg | 1,195 | 9,900 | 552 | 0 |

  67. Summary Compensation Table

    For Mr. Khoury, All Other Compensation also includes the aggregate incremental cost to the Company of $54,481 for use of Company-owned condominiums in Chicago, Illinois and Mriehel, Malta and a Company-leased apartment in Southfield, Michigan. The incremental cost includes the rental or condominium maintenance costs and expenses for the property, as applicable. For Ms. Barry, All Other Compensation also includes $5,058 for personal use of the Company’s aircraft. The value was determined using “Flight by Flight-hours” methodology.

  68. Grants of Plan-Based Awards

    Grants of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during the fiscal year ended April 29, 2023.

  69. Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards ($)(5) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Donald W. Duda | 7/7/2022(1) | 644,626 | 1,289,250 | 2,578,500 | — | — | — | — | — | | Ronald L.G. Tsoumas | 7/7/2022(1) | 178,500 | 357,000 | 714,000 | — | — | — | — | — | | Joseph E. Khoury | 7/7/2022(1) | 275,000 | 550,000 | 1,100,000 | — | — | — | — | — | | Andrea J. Barry | 7/7/2022(1) | 193,125 | 386,250 | 772,500 | — | — | — | — | — | | Kerry A. Vyverberg | 9/14/2022(2) | — | — | — | 6,049 | 12,098 | 12,098 | — | — | | | 9/14/2022(3) | — | — | 232,342 | — | — | — | — | — | | | 9/14/2022(4) | — | — | — | — | — | — | 12,098 | 464,684 | | | 7/7/2022(1) | 122,000 | 244,200 | 488,400 | — | — | — | — | — |

  70. Grants of Plan-Based Awards

    | (1) Reflects the annual performance-based cash bonus awards. Amounts earned in fiscal 2023 by the executive officers under this award are reported in the column titled “Non-Equity Incentive Plan Compensation-Annual Bonus” in the “Summary Compensation Table.” Additional details regarding these bonus awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – Annual Performance-Based Bonuses‎.” |

  71. Grants of Plan-Based Awards

    | (2) Reflects performance-based RSAs awarded under the 2021 LTI Program. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – 2021 LTI Program.”‎ |

  72. Grants of Plan-Based Awards

    | (3) Reflects Performance Units awarded under the 2021 LTI Program. Amounts shown have been determined based on the closing price for the Company’s common stock on the grant date, or if no trading occurred on such date, the closing price on the following date. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – 2021 LTI Program.”‎‎ |

  73. Grants of Plan-Based Awards

    | (4) Reflects time-based RSUs awarded under the 2021 LTI Program. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – 2021 LTI Program.” |

  74. Grants of Plan-Based Awards

    | (5) Amount shown includes the grant date fair value of the RSA and RSU awards made in fiscal 2023 under the 2021 LTI Program determined in accordance with ASC 718. Details of the assumptions used in valuing the awards are set forth in the footnotes to our audited financial statements included in our Annual Report on Form 10-K for such fiscal year. In accordance with the SEC disclosure rules, the aggregate grant date fair value of the RSAs has been determined based on the probable satisfaction of the fiscal 2025 EBITDA performance conditions at the date of grant. In accordance with ASC 718, the grant date fair value of the RSAs is zero because the satisfaction of the required performance condition was not deemed probable as of the grant date. |

  75. Grants of Plan-Based Awards

    As discussed in the Compensation Discussion and Analysis, during fiscal 2023, each of the named executive officers was awarded an annual performance-based cash bonus opportunity. The target amount payable was set at 135% of base salary for Mr. Duda, 100% for Mr. Khoury, 75% for Mr. Tsoumas and Ms. Barry, and 66% for Ms. Vyverberg. The threshold and maximum amounts payable were set at 50% and 200%, respectively, of the amount payable at the target level of performance. The annual performance measures included a pre-tax income measure, new business bookings and individual performance objectives. The amounts paid to the named executive officers pursuant to these awards are included in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” Please see “Components of Fiscal 2023 Compensation – Annual Performance-Based Bonuses‎”‎ in the Compensation Discussion and Analysis above for further information regarding these awards.

  76. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following table sets forth certain information regarding the outstanding equity awards of the named executive officers at April 29, 2023.

  77. Outstanding Equity Awards at Fiscal Year-End

    | | Option Awards(1) | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Share of Units of Stock That Have Not Vested ($)(4) | Equity Incentive Plan Awards: Numbers of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)(5) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($)(4) | | Donald W. Duda | — | — | — | — | 262,500(2) | 10,759,875 | 375,000 | 15,371,250 | | Ronald L.G. Tsoumas | 8,000 | 0 | 37.01 | 7/7/2024 | 52,850(2) | 2,166,322 | 75,500 | 3,094,745 | | Joseph E. Khoury | 12,000 | 0 | 37.01 | 7/7/2024 | 100,800(2) | 4,131,792 | 144,000 | 5,902,560 | | Andrea J. Barry | — | — | — | — | 36,750(2) | 1,506,383 | 52,500 | 2,151,975 | | Kerry A. Vyverberg | — | — | — | — | 13,165(3) | 539,634 | 12,098 | 495,897 |

  78. Outstanding Equity Awards at Fiscal Year-End

    | (1) These options were granted in July 2014. One-third of these options vested on each of the first, second and third anniversaries of the grant date. |

  79. Outstanding Equity Awards at Fiscal Year-End

    | (2) These RSUs represent the unvested potion of RSUs granted in fiscal 2021, with approximately 43% vesting at the end of fiscal 2024 and approximately 57% vesting at the end of fiscal 2025, subject to continued service conditions. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – 2021 LTI Program.”‎ |

  80. Outstanding Equity Awards at Fiscal Year-End

    | (3) Includes 1,067 unvested RSUs granted in fiscal 2021 (the “Fiscal 2021 RSUs”) and 12,098 unvested RSUs granted in fiscal 2023 (the “Fiscal 2023 RSUs”). The Fiscal 2021 RSUs are subject to a three-year vesting period based on continued service and will vest at the end of fiscal 2024. The Fiscal 2023 RSUs are generally subject to a five-year vesting period based on continued service, with 30% vesting at the end of fiscal 2025 and fiscal 2026 and 40% vesting at the end of fiscal 2027.‎ |

  81. Outstanding Equity Awards at Fiscal Year-End

    | (4) Calculated based on the closing price of the Company’s common stock on April 28, 2023 of $40.99 per share. |

  82. Outstanding Equity Awards at Fiscal Year-End

    | (5) These RSAs are eligible for vesting based on fiscal 2025 EBITDA, as adjusted, relative to established goals for threshold and target performance Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2023 Compensation – 2021 LTI Program.”‎ Amounts reflect the number of shares earned at target performance. The number of shares earned at threshold performance are as follows: Mr. Duda, 187,500; Mr. Tsoumas, 37,750; Mr. Khoury, 72,000; Ms. Barry, 26,250; and Ms. Vyverberg, 6,049. |

  83. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding the exercise of options and the vesting of restricted stock units during fiscal 2023.

  84. Option Exercises and Stock Vested

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(2) | Number of Shares Acquired on Vesting (#)(3) | Value Realized on Vesting ($)(4) | | Donald W. Duda | 40,000 | 405,995 | 112,500 | 4,611,375 | | Ronald L.G. Tsoumas | — | — | 22,650 | 928,424 | | Joseph E. Khoury | — | — | 43,200 | 1,770,768 | | Andrea J. Barry | — | — | 15,750 | 645,593 | | Kerry A. Vyverberg | — | — | 1,067 | 43,736 |

  85. Option Exercises and Stock Vested

    | (1) These options were granted in July 2014. |

  86. Option Exercises and Stock Vested

    | (2) Calculated based on market value of Methode’s common stock at the time of exercise, minus the exercise cost. |

  87. Option Exercises and Stock Vested

    | (3) Reflects the portion of time-based RSUs awarded pursuant to our 2021 LTI Program that vested on April 29, 2023. Payment to Mr. Khoury of any shares of the Company’s common stock and any associated dividends is being held in abeyance pending and subject to resolution of certain employment matters. Mr. Khoury was placed on leave from his position as Chief Operating Officer of the Company as of July 10, 2023. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2022 Compensation – 2021 LTI Program.”‎ |

  88. Option Exercises and Stock Vested

    | (4) Calculated based on the closing price of Methode’s common stock on April 28, 2023 of $40.99 per share. |

  89. Nonqualified Deferred Compensation

    Nonqualified Deferred Compensation The following table sets forth certain information regarding deferred compensation with respect to the named executive officers for fiscal 2023.

  90. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($)(1) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($)(2) | Aggregate Balance at Last Fiscal Year-End ($) | | Donald W. Duda | 0 | 0 | 909 | 0 | 33,406 | | Ronald L.G. Tsoumas | 152,955 | 0 | 41,946 | 0 | 1,568,844 | | Joseph E. Khoury | 0 | 0 | 0 | 0 | 0 | | Andrea J. Barry | 332,843 | 0 | −85 | 0 | 1,124,022 | | Kerry A. Vyverberg | 0 | 0 | 0 | 0 | 0 |

  91. Nonqualified Deferred Compensation

    | (1) All executive contributions were reported as compensation in the “Summary Compensation Table” under the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns, depending on the source of the executive contribution. |

  92. Nonqualified Deferred Compensation

    | (2) Reflects distributions in accordance with the terms of each executive’s deferral election. |

  93. Nonqualified Deferred Compensation

    The Methode Electronics, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) allows a select group of management and highly compensated employees to defer up to 75% of their annual base salary and/or 100% of their annual bonus, with an aggregate minimum deferral of $3,000. Directors are allowed to defer up to 100% of their director compensation paid in cash or shares of Common Stock. The minimum period of deferral is three years. Participants are immediately 100% vested. In addition to directed deferrals, we may make contributions to the Deferred Compensation Plan to make up for limits applicable under our qualified plans and may make additional discretionary contributions as well. Participants vest in company contributions in accordance with the schedule set forth in the applicable agreement or plan governing such contributions. We made no contributions to the Deferred Compensation Plan in fiscal 2023. Participants may elect from a list of certain mutual funds to determine any amounts credited or debited from their accounts, although we are under no obligation to invest the deferred amounts in any specified fund. This list is made available to all participants and account balances are credited or debited based on the current market rates for these funds. Participants may reallocate account balances and/or future deferrals daily. Participants are entitled to receive a distribution from their account balances at the earlier of the end of the elected deferral period or retirement, disability, termination of employment or a change of control. Accounts are distributed in a lump sum or, in certain circumstances, in installments over a period of up to 15 years. Participants can also petition the Compensation Committee to receive a full or partial payout from the Deferred Compensation Plan in the event of an unforeseeable financial emergency.

  94. Potential Payments Upon Termination or Change of Control

    Potential Payments Upon Termination or Change of Control In the event our named executive officers are terminated or Methode undergoes a change of control, our named executive officers are entitled to certain payments under their change of control agreements and certain other benefit plans. All of our named executive officers are parties to change of control agreements with the Company. Pursuant to these change of control agreements, if within two years of a change of control or during a period pending a change of control, we terminate the executive’s employment without good cause or the executive voluntarily terminates his or her employment for good reason, the executive is entitled to the following:

  95. Potential Payments Upon Termination or Change of Control

    | • | a lump sum payment in an amount equal to a multiple of the executive’s base salary (three times for Mr. Duda, two times for Mr. Tsoumas, Mr. Khoury and Ms. Barry, and one times for Ms. Vyverberg); |

  96. Potential Payments Upon Termination or Change of Control

    | • | a lump sum payment equal to a multiple (three times for Mr. Duda, two times for Mr. Tsoumas, Mr. Khoury and Ms. Barry, and one times for Ms. Vyverberg) ‎of the executive’s target bonus amount for the fiscal year in which the termination occurs; and |

  97. Potential Payments Upon Termination or Change of Control

    | • | continued participation in our welfare benefit plans for three years for Mr. Duda, two years for Mr. Tsoumas, Mr. Khoury and Ms. Barry, and one year for Ms. Vyverberg, or until the executive becomes covered under other welfare benefit plans providing substantially similar benefits. |

  98. Potential Payments Upon Termination or Change of Control

    Additionally, in the event of a change of control or the executive’s death, disability, qualified retirement, or termination without cause, all our named executive officers are entitled to certain payments under the 2021 LTI Program and the annual performance-based bonus awards. The following table summarizes compensation payable to our named executive officers upon these various scenarios. The amounts payable under the “Change in Control” column are due if (i) the successor company does not assume the awards or (ii) the successor company assumes the awards and then the executive is terminated without cause or resigns for good reason. In each scenario in which the RSA shares and/or the RSUs vest, the executive is entitled to a payment based on the dividends declared during the vesting period and the number of shares or units vested.

  99. Potential Payments Upon Termination or Change of Control

    | | Scenario | | | | | Type of Award | Change in Control | Death or Disability | Termination Without Cause | Retirement(1) | | Annual Performance-Based Bonus | The target bonus is paid. | The target bonus is paid. | No bonus is paid. | A prorated bonus is paid based on the retirement date and year-end performance. | | Restricted Stock Units (“RSUs”) | All RSUs are fully vested. | All RSUs are fully vested. | If Messrs. Duda, Tsoumas or Khoury or Ms. Barry are terminated, a prorated number of RSUs will vest based on the ‎‎number of months elapsed since the start of fiscal 2021.‎ | A prorated number of RSUs will vest based on the months elapsed since the start of fiscal 2021 (fiscal 2023 for Ms. Vyverberg). If Mr. Duda retires after the end of fiscal 2023, all his RSUs will fully vest. |

  100. Potential Payments Upon Termination or Change of Control

    | | Scenario | | | | | Type of Award | Change in Control | Death or Disability | Termination Without Cause | Retirement(1) | | Performance-Based Restricted Stock Awards (“RSAs”) | A prorated number of RSA shares will vest. For Mr. Duda, the proration will be based on the number of months elapsed since the start of fiscal 2021. For Ms. Vyverberg, the proration will be based on the number of months elapsed since the start of fiscal 2023. For Messrs. Tsoumas and Khoury and Ms. Barry, (A) if the termination occurs in fiscal 2023, the proration will be based on the number of months elapsed since the start of fiscal 2021; and (B) if the termination occurs in fiscal 2024 or 2025, all RSA shares will fully vest. | All RSA shares are fully vested. | If Messrs. Duda, Tsoumas or Khoury or Ms. Barry are terminated without cause, a prorated number of RSA shares will be eligible for vesting based on the number of months ‎elapsed since the start of fiscal 2021. The number of RSA shares to vest will depend on the Company’s fiscal 2025 EBITDA‎. | A prorated number of RSA shares will be eligible for vesting based on the number of months elapsed since the start of fiscal 2021. If Mr. Duda retires after fiscal 2023, all his RSA shares will be eligible for vesting. The number of RSA shares to vest will depend on the Company’s fiscal 2025 EBITDA‎. | | Performance Units | All the Performance Units are forfeited to the Company. | All the Performance Units are forfeited to the Company. | If Messrs. Duda, Tsoumas or Khoury or Ms. Barry are terminated without cause, a prorated number of Performance Units will be eligible to be earned based on the number of months ‎elapsed since the start of fiscal 2021. The number of Performance Units to be earned will depend on the Company’s fiscal 2025 EBITDA. | A prorated number of Performance Units will be eligible to be earned based on the number of months elapsed since the start of fiscal 2021 (fiscal 2023 for Ms. Vyverberg). If Mr. Duda retires after fiscal 2023, all his Performance Units will be eligible to be earned. The number of Performance Units to be earned will depend on the Company’s fiscal 2025 EBITDA. |

  101. Potential Payments Upon Termination or Change of Control

    | (1) An executive’s qualified retirement occurs at or after age 65, or after age 55 with our consent. Mr. Duda is 68 years old. All our other named executive officers other than Ms. Vyverberg are between 55 and 65 years old. |

  102. Potential Payments Upon Termination or Change of Control

    The following table shows the potential amounts payable to our named executive officers upon termination or a change of control of Methode. The amounts shown assume that such termination or change of control was effective as of April 28, 2023, the last trading day of our 2023 fiscal year, and reflect the price of our common stock on such date ($40.99). The table below does not reflect amounts payable pursuant to plans or arrangements that are available generally to salaried employees. In addition, the table does not reflect the distribution of account balances in our Deferred Compensation Plan or the delivery of common stock underlying vested restricted stock units.

  103. Potential Payments Upon Termination or Change of Control

    | Name | Termination Scenario (On 4/28/2023) | Salary and Bonus Severance ($) | Annual Performance -Based Bonus ($) | Vesting of RSUs ($)(1) | Vesting of RSAs ($)(1)(2) | Vesting of Performance Units ($)(2) | Health and Welfare Benefits ($)(3) | | Mr. Duda | Upon Change of Control(4) | — | 1,289,250 | 15,967,500 | 9,580,500 | — | — | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(5) | 5,443,500 | — | — | — | — | 53,490 | | | Death or Disability | — | 1,289,250 | 15,967,500 | 15,967,500 | — | — | | | Qualified Retirement | — | 1,289,250 | 15,967,500 | 9,580,500(6) | 0 | — | | | Termination Without Cause | — | — | 0 | 0 | 0 | — | | Mr. Tsoumas | Upon Change of Control(4) | — | 357,000 | 1,350,512 | 1,928,874 | — | — | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(5) | 1,309,000 | — | — | — | — | 35,660 | | | Death or Disability | — | 357,000 | 1,350,512 | 3,214,790 | — | — | | | Qualified Retirement | — | 357,000 | 1,350,512 | 1,928,874(6) | 0 | — | | | Termination Without Cause | — | — | 0 | 0 | 0 | — | | Mr. Khoury | Upon Change of Control(4) | — | 550,000 | 2,575,238 | 3,678,912 | — | — | | | Resignation for Good Reason/ Termination Without Cause Following Change of Control(5) | 1,650,000 | — | — | — | — | — | | | Death or Disability | — | 550,000 | 2,575,238 | 6,131,520 | — | — | | | Qualified Retirement | — | 550,000 | 2,575,238 | 3,678,912(6) | 0 | — | | | Termination Without Cause | — | — | 0 | 0 | 0 | — | | Ms. Barry | Upon Change of Control(4) | — | 386,250 | 938,889 | 1,341,270 | — | — | | | Resignation for Good Reason/ Termination Without Cause Following Change of Control(5) | 1,416,250 | — | — | — | — | 52,574 | | | Death or Disability | — | 386,250 | 938,889 | 2,235,450 | — | — | | | Qualified Retirement | — | 386,250 | 938,889 | 1,341,270(6) | 0 | — | | | Termination Without Cause | — | — | 0 | 0 | 0 | — | | Ms. Vyverberg | Upon Change of Control(4) | — | 244,200 | 100,534 | 167,577 | — | — | | | Resignation for Good Reason/ Termination Without Cause Following Change of Control(5) | 619,200 | — | — | — | — | 26,287 | | | Death, Disability | — | 244,200 | 100,534 | 502,672 | — | — | | | Qualified Retirement | — | 244,200 | 100,534 | 167,577(6) | 0 | — | | | Termination Without Cause | — | — | — | — | — | — |

  104. Potential Payments Upon Termination or Change of Control

    | (1) Amounts include an amount equal to the cash dividends declared during the period from the date of grant thru April 29, 2023, multiplied by the number of shares or units vested. |

  105. Potential Payments Upon Termination or Change of Control

    | (2) For purposes of this table, we have assumed that the target performance level will be achieved with respect to the RSAs and the Performance Units and that our Compensation Committee has elected to accelerate all awards subject to the discretion of the Compensation Committee. |

  106. Potential Payments Upon Termination or Change of Control

    | (3) Reflects the estimated lump-sum present value of all future premiums which will be paid on behalf of the executive under our health and welfare benefit plans. |

  107. Potential Payments Upon Termination or Change of Control

    | (4) Assumes the successor company does not assume the annual bonus awards, RSUs or RSAs. |

  108. Potential Payments Upon Termination or Change of Control

    | (5) These amounts are in addition to amounts payable under the preceding row “Upon Change of Control.” |

  109. Potential Payments Upon Termination or Change of Control

    | (6) Assumes the target level of performance is achieved. |

  110. CEO PAY RATIO

    CEO PAY RATIO As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees to the annual total compensation of our Chief Executive Officer, Donald W. Duda. To calculate the pay ratio, we identified the median employee based on our employee population as of February 1, 2021,‎ which was approximately ‎7,200 employees in the United States, Mexico, Malta, China, Egypt, India, Belgium, Canada, the United Kingdom, Germany, Italy, Lebanon, the Netherlands, Switzerland, Singapore, France and Taiwan. For purposes of identifying the median employee, we considered annual base salary as of February 1, 2021, plus overtime, allowances and short-term incentive compensation for the trailing twelve months, each as reported in our payroll records and adjusted to US dollars. We did not make any cost-of-living adjustments to the pay of employees living in different jurisdictions than our CEO, but we did include certain adjustments for the annualization of pay for employees who were employed for only part of the period. Based on this analysis, in 2021 we determined that our median employee was a quality assistant operator located in Monterrey, Mexico. We have determined that there has been no change in our employee population or employee compensation arrangements that we believe would significantly affect our pay ratio disclosure. As such, we are using the same methodology and median employee in our pay ratio calculation for 2023 as we used in our 2021 and 2022 proxy statements. For fiscal 2023, the median of the annual total compensation of all our employees (other than Mr. Duda) was ‎‎$10,841. Our median annual total compensation reflects that the bulk of our employees are in countries that have much lower prevailing wages than the United States. Mr. Duda’s annual total compensation, as reported in the Summary Compensation Table, was $3,087,732. Mr. Duda’s total compensation for fiscal 2023 did not include any value attributable to the fiscal 2021 equity awards under our five-year long-term incentive program (“2021 LTI Program”). As discussed above in “Compensation Discussion and Analysis – Components of Fiscal 2022 Compensation – 2021 LTI Program,” the Compensation Committee generally targeted the 2021 LTI Program equity awards within the median range of competitive practice, as annualized over the five-year program period. Consistent with our prior five-year programs, the Compensation Committee intends the awards under the 2021 LTI Program to be the only equity-based awards made to our CEO during this five-year period. The pay ratio between our CEO and median employee is 285 to 1, which is lower than fiscal 2021 as a result of the equity award granted to Mr. Duda under the award cycle under our 2021 LTI Program where equity awards are granted to the CEO once every five years.‎ The pay ratio between our CEO and median employee in fiscal 2021 was 1,770 to 1 and in fiscal 2022 was 282 to 1. The assumptions used in the calculation of our estimated pay ratio are specific to our company and our employee population. As such, our pay ratio may not be comparable to the pay ratios of other companies, including companies in our compensation peer group.

  111. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE As required by SEC rules, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last three completed fiscal years. In determining the “compensation actually paid” to our named executive officers in the table below, we are required to make various adjustments to amounts reported in the Summary Compensation Table for this year and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The “compensation actually paid” data reflected in the table below may not reflect amounts actually realized by our named executive officers. For information concerning the decisions made by our Compensation Committee with respect to compensation for the named executive officers for each fiscal year, please see the Compensation Discussion and Analysis sections of this proxy statement and the proxy statements for the other fiscal years covered in the table below. A significant portion of “compensation actually paid” amounts shown relates to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. As described in the Compensation Discussion and Analysis section of this proxy statement, our performance-based equity awards are subject to performance conditions. The ultimate values actually realized by our named executive officers from unvested equity awards will not be determined until the awards fully vest. The following table summarizes compensation paid to our principal executive officer (“PEO”) as set forth in our Summary Compensation Table, the adjusted values of compensation actually paid to our PEO, average compensation paid to our named executive officers other than our PEO as set forth in our Summary Compensation Table, and the adjusted values of average compensation actually paid to our named executive officers other than our PEO, each as calculated in accordance with SEC rules, as well as certain Company and peer group performance measures, in each case for the three fiscal years ended April 29, 2023.

  112. PAY VS. PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | Average Summary Compensation Table Total for non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(4) | Value of Initial Fixed $100 Investment Based on: | | Net Income ($ In Millions) (7) | EBITDA ($ In Millions) (8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2023 | 3,088,086 | 1,730,586 | 1,213,051 | 960,800 | 49 | 68 | 77.1 | 142.3 | | 2022 | 2,297,776 | 2,177,776 | 933,371 | 907,571 | 160 | 158 | 102.2 | 174.6 | | 2021 | 13,331,554 | 19,575,304 | 3,200,990 | 4,539,230 | 159 | 171 | 122.3 | 191.6 |

  113. PAY VS. PERFORMANCE

    | (1) Mr. Duda was the PEO for all three years (fiscal 2021-2023). These amounts reflect the total compensation reported for Mr. Duda in the “Total” column of the Summary Compensation Table for each corresponding year. |

  114. PAY VS. PERFORMANCE

    | (2) The charts below detail the additions to and deductions from the total compensation reported for Mr. Duda in the Summary Compensation Table in order to calculate the Compensation Actually Paid. |

  115. PAY VS. PERFORMANCE

    | Fiscal Year | Reported Summary Compensation Table Total for PEO ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Compensation Actually Paid to PEO ($) | | 2023 | 3,088,086 | — | (1,357,500) | 1,730,586 | | 2022 | 2,297,776 | — | (120,000) | 2,177,776 | | 2021 | 13,331,554 | (10,605,000) | 16,848,750 | 19,575,304 |

  116. PAY VS. PERFORMANCE

    | (3) These amounts reflect the average total compensation reported for the Company’s named executive officers as a group (excluding Mr. Duda) in the “Total” column of the Summary Compensation Table for each corresponding year. The Non-PEO named executive officers are comprised of the following: fiscal 2023 - Mr. Tsoumas, Mr. Khoury, Ms. Barry and Ms. Vyverberg; and fiscal 2022 and 2021 - Mr. Tsoumas, Mr. Khoury, Ms. Barry and Mr. Martin. |

  117. PAY VS. PERFORMANCE

    | (4) The charts below detail the additions to and deductions from the total compensation reported in the Summary Compensation Table to calculate the average Compensation Actually Paid amounts for named executive officers (excluding Mr. Duda) for the corresponding year. |

  118. PAY VS. PERFORMANCE

    | Fiscal Year | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Reported Value of Equity Awards ($) | Equity Award Adjustments ($) | Average Compensation Actually Paid to Non-PEO NEO's ($) | | 2023 | 1,213,051 | (464,684) | 212,433 | 960,800 | | 2022 | 933,371 | — | (25,800) | 907,571 | | 2021 | 3,200,990 | (2,284,241) | 3,622,481 | 4,539,230 |

  119. PAY VS. PERFORMANCE

    | (5) Total Shareholder Return (TSR) assumes that $100 was invested in the Company’s common stock beginning on May 3, 2020 and that all dividends and distributions were reinvested on a quarterly basis. |

  120. PAY VS. PERFORMANCE

    | (6) The peer group is made up of the same 15 companies in our peer group used for executive compensation benchmarking as described above under “Market Benchmarking and Positioning of Fiscal 2023 Executive Compensation.” Peer group TSR is calculated under the same assumptions as Company TSR. |

  121. PAY VS. PERFORMANCE

    | (7) Reflects “Net income” in the Company’s Consolidated Income Statements included in the Company’s Annual Reports on Form 10-K for each of the applicable fiscal years. |

  122. PAY VS. PERFORMANCE

    | (8) EBITDA was selected as the additional metric to be included in the table above (as the Company-Selected Measure under applicable SEC rules), as the financial performance measure that, in the Company’s assessment, represents the most important performance measure not otherwise required to be disclosed in the table and used by the Company to link executive compensation to Company performance. A detailed EBITDA reconciliation can be found in our fourth quarter 2023 earnings release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished with the SEC on June 22, 2023. |

  123. PAY VS. PERFORMANCE

    Relationship of Compensation Actually Paid to Financial Measures. The following charts compare the relationship of the compensation actually paid to Mr. Duda and the average compensation actually paid to our named executive officers other than Mr. Duda to the respective financial measures set forth therein, for the periods indicated. Most Important Financial Performance Measures. The three items listed below are the most important financial performance measures we used in fiscal 2023 to determine compensation for our named executive officers, as further described above in the Compensation Discussion & Analysis section under “Components of Fiscal 2023 Compensation.”

  124. PAY VS. PERFORMANCE

    | • | EBITDA |

  125. PAY VS. PERFORMANCE

    | • | Pre-tax income |

  126. PAY VS. PERFORMANCE

    | • | New business bookings |