DEF 14A of Methode Electronics Inc, Aug 1, 2025

DEF 14A of Methode Electronics Inc

Filed Aug 1, 2025 · FY20250001140361-25-028237

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  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 seven director nominees brings to the Board.

  2. Summary of Qualifications of Director Nominees

    | Skills and Experience | Blom | Bobek | Cadwallader | Crowther | DeGaynor | Lindsey | 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 2025, our non-employee directors received an annual cash retainer, meeting fees and an annual stock award with immediate vesting. Our Chairman and Committee Chairs received additional cash retainers for their service in fiscal 2025. 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 2025. In reviewing our director compensation program, the Nominating and Governance Committee and the Board considered peer and market data. The following table shows the non-employee director compensation components and amounts for fiscal 2025.‎

  4. DIRECTOR COMPENSATION

    | Compensation Component | | Amount | | Annual Cash Retainer | | $80,000 | | Additional Annual Cash Retainer for the Chairman | | $95,000 | | Additional Annual Cash Retainer for the Committee Chairs | | | | • | Audit Committee | $24,000 | | • | Compensation Committee | $24,000 | | • | Nominating and Governance Committee | $20,000 | | 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 each of our non-employee directors during our fiscal year ended May 3, 2025.

  6. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | Walter J. Aspatore(2) | $98,000 | $140,000 | $238,000 | | David P. Blom | $110,000 | $140,000 | $250,000 | | Therese M. Bobek | $110,000 | $140,000 | $250,000 | | Brian J. Cadwallader | $125,500 | $140,000 | $265,500 | | Bruce K. Crowther | $123,500 | $140,000 | $263,500 | | Darren M. Dawson | $105,500 | $140,000 | $245,500 | | Janie Goddard | $107,000 | $140,000 | $247,000 | | Mary A. Lindsey | $128,000 | $140,000 | $268,000 | | Angelo V. Pantaleo | $102,500 | $140,000 | $242,500 | | Mark D. Schwabero | $175,375 | $140,000 | $315,375 |

  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, Stock Compensation (“ASC 718”). Details of the assumptions used in valuing these awards are set forth in our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended May 3, 2025. |

  8. DIRECTOR COMPENSATION

    | (2) Mr. Aspatore did not stand for re-election at the Company’s Annual Meeting in September 2024. |

  9. Directors and Executive Officers

    Directors and Executive Officers The following table sets forth information regarding our common stock beneficially owned as of July 24, 2025, by (i) each director and nominee, (ii) each of the named executive officers, and (iii) all current directors and executive officers as a group.

  10. Directors and Executive Officers

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class (%) | | Directors | | | | David P. Blom | 37,531 | * | | Therese M. Bobek‎ | ‎30,227(2) | * | | Brian J. Cadwallader | 34,027(3) | * | | Bruce K. Crowther | 32,111(4) | * | | Darren M. Dawson | 33,727(5) | * | | Jonathan B. DeGaynor | 62,436(6) | * | | Janie Goddard | 26,872(7) | * | | Mary A. Lindsey | ‎38,163(8) | * | | Angelo V. Pantaleo | 28,211 | * | | Mark D. Schwabero | 33,227(5) | * | | Current Executive Officers | | | | John Erwin | 16,038(9) | * | | Laura Kowalchik | 0 | * | | Lars Ullrich | 15,150(10) | * | | Kerry Vyverberg | 18,950(11) | * | | All current directors and executive officers as a group (14 persons) | 406,670 | 1.2 | | Former Executive Officers | | | | Avinash Avula | 0 | * | | Andrea J. Barry | 69,788(12)‎ | * | | Kevin Nystrom | 0 | * | | David Rawden | 0 | * | | Ronald L.G. Tsoumas | ‎90,532(13)‎ | * |

  11. Directors and Executive Officers

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

  12. Directors and Executive Officers

    | (1) Beneficial ownership arises from sole voting and dispositive power unless otherwise indicated by footnote and includes the number of shares directly or indirectly owned, in addition to shares underlying restricted stock unit awards that could vest (or have restrictions removed) within 60 days of July 24, 2025. |

  13. Directors and Executive Officers

    | (2) Includes 27,227 shares of phantom stock held in the Company’s Deferred Compensation Plan and 3,000 share held in a trust pursuant to which Ms. Bobek shares voting and investment power with her spouse. |

  14. Directors and Executive Officers

    | (3) Includes 27,227 shares of phantom stock held in the Company’s Deferred Compensation Plan and 6,800 shares held in a trust pursuant to which Mr. Cadwallader shares voting and investment power with his spouse‎. |

  15. Directors and Executive Officers

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

  16. Directors and Executive Officers

    | (5) Includes 27,227 shares of phantom stock held in the Company’s Deferred Compensation Plan. |

  17. Directors and Executive Officers

    | (6) Includes 32,733 shares held jointly with Mr. DeGaynor’s wife and 1,984 shares held in our 401(k) Plan. |

  18. Directors and Executive Officers

    | (7) Includes 23,917 shares of phantom stock held in the Company’s Deferred Compensation Plan. |

  19. Directors and Executive Officers

    | (8) Includes 12,193 shares of phantom stock held in the Company’s Deferred Compensation Plan. |

  20. Directors and Executive Officers

    | (9) Includes 14,400 shares subject to restricted stock units which will vest on September 11, 2025, and 1,638 shares held in our 401(k) Plan. |

  21. Directors and Executive Officers

    | (10) Shares are held jointly with Mr. Ullrich’s wife. |

  22. Directors and Executive Officers

    | (11) Includes 14,982 shares of common stock held in our 401(k) Plan. |

  23. Directors and Executive Officers

    | (12) Includes 4,580 shares of common stock held in our 401(k) Plan. |

  24. Directors and Executive Officers

    | (13) Includes 21,343 shares of common stock held in our 401(k) Plan. |

  25. PROPOSAL ONE

    PROPOSAL ONE

  26. ELECTION OF DIRECTORS

    ELECTION OF DIRECTORS The Board decided to reduce the size of the Board from ten directors to seven directors as of the date of the Annual Meeting. Each of the seven directors 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. Our Corporate Governance Guidelines provide that a director who does not receive a majority of the votes cast for him or her in an uncontested election will promptly (and in any event within ten business days of the Annual Meeting) tender his or her resignation from the Board. At the option of the Board, the Nominating and Governance Committee may initially consider and recommend to the Board whether any such resignation should be accepted or rejected. The Board will make a decision to accept or reject any such resignation within 60 days of the Annual Meeting. The director tendering the resignation may not participate in the decisions of the Nominating and Governance Committee or the Board that concern his or her resignation or, unless three or fewer directors receive a majority vote, the resignation of any other director under the guidelines. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES.

  27. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | eligibility for an annual bonus with a target amount equal to 125% of his base salary; |

  28. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | an annual long-term incentive plan award in the amount of $4,000,000, 40% of which shall be time-vested restricted stock units and 60% of which shall be performance-based restricted stock units; |

  29. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | ○ | for fiscal 2025, the award was prorated, with the time-vested restricted stock units vesting one-third on each of April 30, 2025, April 30, 2026, and April 30, 2027, and with the performance-based restricted stock units vesting based on total shareholder return in the period from April 29, 2024 to April 30, 2027; |

  30. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | a sign-on bonus consisting of a restricted stock unit grant valued at $500,000, using the market price of the Company’s common stock on the first day of employment, vesting 50% on the first and second anniversary of his start date; and |

  31. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | eligibility for an annual bonus with a target amount equal to 75% of her annual base salary; |

  32. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | an annual long-term incentive plan award in the amount of $1,000,000, 50% of which shall be time-based restricted stock units and 50% of which shall be performance-based restricted stock units; |

  33. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | ○ | for fiscal 2025, this included time-based restricted stock units vesting one-third on each of the first, second and third annual anniversaries of Ms. Kowalchik’s start date, and performance-based restricted stock units vesting based on total shareholder return in the period from April 29, 2024 to April 30, 2027; |

  34. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | a sign-on bonus consisting of (a) a restricted stock unit grant valued at $600,000, using the market price of the Company’s common stock on her start date, vesting one-third on each of the first, second and third annual anniversaries of the start date, and (b) cash in the amount of $390,000 in order to compensate Ms. Kowalchik for certain forfeited bonus amounts at, and reimburse her for certain repayment obligations to, her former employer; and |

  35. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | eligibility for an annual bonus with a target amount equal to 66% of his base salary; |

  36. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | an annual long-term incentive plan award valued at $700,000, 50% of which shall be time based restricted stock units and 50% of which shall be performance-based restricted stock units; |

  37. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | ○ | for fiscal 2025, this was prorated, with the time-based units vesting one-third on each of the first, second and third annual anniversaries of Mr. Ullrich’s start date and the performance-based restricted stock units vesting based on total shareholder return in the period from April 29, 2024 to April 30, 2027; and |

  38. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | a sign-on bonus consisting of (a) a restricted stock unit grant valued at $300,000, using the market price of the Company’s common stock on his start date, vesting one-third on each of the first, second and third annual anniversaries of the start date, and (b) cash in the amount of $155,000 in order to compensate Mr. Ullrich for certain forfeited bonus amounts held to a repayment agreement. |

  39. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | eligibility for an annual bonus determined in the Board’s discretion; |

  40. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | an annual long-term incentive plan award; |

  41. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | ○ | for fiscal 2025, this was valued at $320,000, prorated from his start date, and was increased by the Compensation Committee to $400,000 effective January 15, 2025 on a prorated basis, 50% of which were time based restricted stock units vesting one-third on each of the first, second and third annual anniversaries of the grant date and 50% of which were performance-based restricted stock units based on total shareholder return in the period from April 29, 2024 to April 30, 2027; |

  42. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    | • | a sign-on bonus consisting of a restricted stock unit grant valued at $218,020 vesting 50% on each of the first two anniversaries of his start date; and |

  43. Current Named Executive Officers - Leadership Changes in Fiscal 2025

    Former Named Executive Officers - Changes in Fiscal 2025: Prior and Interim Chief Executive Officers. Avinash Avula served as our Chief Executive Officer from January 29, 2024 until May 1, 2024. Details of Mr. Avula’s compensation arrangements and decisions made by our Compensation Committee in setting his 2024 compensation were described in our proxy statement for our 2024 Annual Meeting of Stockholders filed with the Securities and Exchange Commission on July 29, 2024. As Mr. Avula served in this position for only the first four days of our 2025 fiscal year, no decisions regarding his 2025 compensation were made by our Compensation Committee. Following the termination of Mr. Avula’s employment, the Company arranged for Kevin Nystrom to serve as the Company’s Interim Chief Executive Officer until a permanent successor was identified. Mr. Nystrom is a Partner and Managing Director of AlixPartners, a business advisory firm which provided consulting services to the Company. In connection with the services provided by Mr. Nystrom, the Company did not make any payments to Mr. Nystrom directly but paid AlixPartners a consulting fee of $70,000 per week. Mr. Nystrom’s service as our Interim Chief Executive Officer terminated upon Mr. DeGaynor’s appointment. Retired and Interim Chief Financial Officers. On July 12, 2024, Mr. Tsoumas retired from the Company. He served as a consultant through January 12, 2025 in order to assist in the transition of his responsibilities. Under the terms of his Retention and Consulting Agreement, Mr. Tsoumas was entitled to his base salary and current benefits through the date of his retirement, payment of his earned fiscal 2024 annual bonus award, and a consulting fee in the amount of $12,000 per month during the six-month consulting period. The Compensation Committee consented to Mr. Tsoumas’ retirement prior to age 65 and provided that his equity-based awards under the Company’s five-year long-term incentive program were eligible for vesting on a pro rata basis in accordance with the terms and conditions of the applicable award agreements. In determining the terms of Mr. Tsoumas’ consulting agreement, our Compensation Committee considered advice from its independent compensation consultant and other relevant factors, including the importance of access to Mr. Tsoumas’ financial knowledge of our company to support the onboarding process and transition period of our next non-Interim CFO. Following Mr. Tsoumas’ retirement, the Company arranged for David Rawden to serve as the Company’s Interim Chief Financial Officer until a permanent successor was identified. Mr. Rawden is a director of AlixPartners. In connection with the services provided by Mr. Rawden, the Company did not make any payments to Mr. Rawden directly but paid AlixPartners a consulting fee of $50,000 per week. Mr. Rawden’s service as our Interim Chief Financial Officer terminated upon Ms. Kowalchik’s appointment.

  44. Fiscal 2025 Compensation Decisions and Highlights for Current Named Executive Officers

    Fiscal 2025 Compensation Decisions and Highlights for Current Named Executive Officers Our Compensation Committee strives to provide compensation programs that align our executives’ interests with those of our stockholders and appropriately reward our executives for performance against annual and long-term objectives. The key components of the ‎‎fiscal 2025 compensation program for our ‎named executive officers were salary, an annual performance-based bonus, and long-term incentive plan awards. In establishing fiscal 2025 compensation components, our Compensation Committee reviewed advice from its independent compensation consultant regarding market practices and considered Mr. DeGaynor’s recommendations for certain officers other than himself. Salary. In setting fiscal 2025 salaries, the Compensation Committee considered a number of factors including individual performance, skills and experience of each executive, internal pay equity issues, executive retention goals, promotions, and the Company’s performance. In addition, the Compensation Committee considered peer group benchmark data provided by its independent compensation consultant. The base salaries for Mr. DeGaynor, Ms. Kowalchik, Mr. Ullrich and Mr. Erwin were established in accordance with their respective Offer Letters and, in the case of Mr. Erwin, increased by the Compensation Committee in December 2024, effective on January 15, 2025, in recognition of his significant contributions.‎ For fiscal 2025, the Compensation Committee also approved a market-based base salary increase of 5% for Ms. Vyverberg. Details regarding these salaries are described below under “Key Components of Fiscal 2025 Compensation—Salary‎.” Annual Performance-Based Bonus. Our current named executive officers and Ms. Barry were awarded annual performance-based cash bonus opportunities for fiscal 2025. Target amounts payable as a percentage of salary were set for Messrs. DeGaynor, Ullrich and Erwin and Ms. Kowalchik at 125%, 66%, 50% and 75% of salaries with the target amount for Messrs. DeGaynor, Ullrich and Erwin prorated for 2025 from their date of hire. The Compensation Committee increased Mr. Erwin’s target amount to 66% of base salary based on his significant contributions. The Compensation Committee set the target amounts payable as a percentage of base salary at 66% for Ms. Vyverberg and 75% for Ms. Barry. For participating named executive officers, 70% of the target award was conditioned on attainment of a pre-tax income performance goal and 30% was conditioned on the attainment of a free cash flow goal. For each performance goal, the threshold and maximum payout levels were set at 50% and 200%, respectively, of the amount payable at the target level of performance. Payments are subject to an individual performance modifier through which the Compensation Committee may increase or decrease payment by up to 20% based on individual performance, subject to the overall 200% cap. Messrs. Avula, Nystrom, Rawden and Tsoumas were not awarded annual performance-based bonuses. Ms. Barry was awarded a bonus opportunity, but she did not receive a payout. Fiscal 2025 Long-Term Incentive Awards for New Officers. Each of Messrs. DeGaynor, Ullrich and Erwin and Ms. Kowalchik are eligible to participate in the Company’s Long-Term Incentive (LTI) program. For fiscal 2025, their participation in the LTI program consisted of both time-based and performance-based restricted stock units. Mr. DeGaynor’s award was in the amount of $3,156,757 (or $4,000,000 annual target value prorated based on his employment date), 40% of which was time-based and 60% of which was performance-based. Ms. Kowalchik’s award was in the amount of $1,000,000, 50% of which was time-based and 50% of which was performance-based. Mr. Ullrich’s award was in the amount of $286,793 (or $700,000 annual target value prorated based on his employment date), 50% of which was time-based and 50% of which was performance-based. Mr. Erwin’s award was in the amount of $202,164 (or $320,000 annual target value prorated based on his start date), 50% of which was time-based and 50% of which was performance-based. The time-based awards vest, in each case, over a three-year period beginning on or about the first anniversary of the executive’s commencement of employment. In December 2024, the Compensation Committee awarded Mr. Erwin an additional LTI award in the amount of $23,288 (or $80,000 annual target value prorated based on his start date), 50% of which was time-based and 50% of which was performance-based. The performance-based restricted stock units will vest based on the Company’s annualized total shareholder return (TSR) from fiscal 2025 through fiscal 2027, with threshold, target and maximum payouts of 50%, 100% and 200% for annualized TSR of 10%, 15% and 20%. LTI is calculated based on total amount of award divided by the stock price at close on the grant date, which differs from the award value in the Summary Compensation Table below which is determined based on applicable accounting guidance. 2021 LTI Program. Ms. Vyverberg, Ms. Barry and Mr. Tsoumas participated in our five-year, long-term incentive program adopted by our Compensation Committee in fiscal 2021 (the “2021 LTI Program”). The 2021 LTI Program consisted 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 was 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. Based on the Company’s fiscal 2025 EBITDA of $30.4 million the RSAs were forfeited, and no payments were made for the Performance Units. The RSUs are subject to a five-year vesting period based on continued service. Upon Mr. Tsoumas’ retirement, a prorated number of RSUs were vested. See “Key Components of Fiscal 2025 Compensation—2021 LTI Program” below for additional information regarding this program. Retention Awards. In September 2023, the Compensation ‎Committee granted retention awards to certain of our named executive officers to incentivize retention and continuity of the executive leadership team following the CEO transition announcement in August 2023. Each participating executive is eligible to receive a cash incentive award if the executive remains employed by the Company and maintains ‎satisfactory job performance through September 12, 2025. Ms. Vyverberg remains eligible to receive such award in September 2025. Ms. Barry’s retention award was paid to her in connection with the termination of her employment without cause. Details regarding these awards are described below under “Key Components of Fiscal 2025 Compensation—Retention Awards‎.” 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.

  45. Objectives and Measurement Principles

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

  46. Objectives and Measurement Principles

    | • | Link short-term incentive opportunities to achievement of company objectives. |

  47. Objectives and Measurement Principles

    | • | Link long-term equity incentives to achievement of total shareholder return objectives. |

  48. Objectives and Measurement Principles

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

  49. Our Compensation Process

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

  50. 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; |

  51. Our Compensation Process

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

  52. Our Compensation Process

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

  53. Our Compensation Process

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

  54. 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. |

  55. Our Compensation Process

    | • | The Company does not provide excise tax gross-ups if there were to be a change-in-control severance event. |

  56. Significant Policies and Procedures

    Vested and unvested RSUs are included in the calculation of stock ownership for purposes of these guidelines. Executive officers are expected to achieve fifty percent (50%) of the guideline stock ownership level within three years of promotion or appointment and one hundred percent (100%) within five years. All our named executive officers were in compliance with our stock ownership guidelines for fiscal 2025, subject to the phase-in-period for new appointments and promotions. If an executive officer’s required ownership level amount is not attained by the end of the relevant phase-in period (or at any time thereafter), they will be required to retain an amount equal to 75% of the net shares received as the result of the exercise, vesting, or payment of any equity awards granted, until the applicable guideline level is achieved. Prohibition on Hedging and Pledging. Our Insider Trading Policy prohibits our directors, executive officers and certain key employees from engaging in certain transactions involving our common stock, including options trading, short sales, derivative transactions and hedging transactions. In addition, these directors, executive officers and key employees are prohibited from holding our common stock in a margin account or otherwise pledging our common stock as collateral for a loan. Clawback Policy. In the event we are required to restate our financial statements due to material noncompliance with any financial reporting requirements under U.S. securities laws, our Incentive Compensation Recovery Policy requires us to recover from our current or former executive officers certain amounts of incentive-based compensation.

  57. Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation

    Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation We strive to provide compensation opportunities that are market competitive. For fiscal 2025, the Compensation Committee retained FW Cook 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 2025 compensation was selected using the following criteria:

  58. Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation

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

  59. Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation

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

  60. Market Benchmarking and Positioning of Fiscal 2025 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. |

  61. Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation

    After considering the advice of FW Cook and the Committee’s criteria for the peer group, the Compensation Committee reviewed the fiscal 2024 peer group and approved removing LCI Industries, Patrick Industries, Inc., and Visteon Corporation and adding Kimball Electronics, Inc., Knowles Corporation, and Modine Manufacturing Company, which align more closely to Methode in terms of revenue size and type of business. For compensation decisions affecting fiscal 2025 compensation, the peer group included the following companies:

  62. Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation

    | Belden Corporation | Franklin Electric Company. Inc | Modine Manufacturing Company | | Benchmark Electronics, Inc. | Gentherm Incorporated | OSI Systems, Inc. | | Cooper-Standard Holdings Inc | Kimball Electronics, Inc. | Rogers Corporation | | CTS Corporation | Knowles Corporation Littelfuse, Inc. | Stoneridge, Inc. | | Fabrinet | Littelfuse, Inc. | TTM Technologies, Inc. |

  63. Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation

    In benchmarking our compensation program for fiscal 2025, the Compensation Committee also reviewed information compiled by FW Cook from major third-party executive pay surveys. As a general policy, we targeted fiscal 2025 executive officer total compensation (salary, annual performance-based bonus, and long-term incentive compensation), within the median range of competitive practice. Generally, we aim to target the median of the peer group depending on key factors, including the tenure and experience of the individual executive. ‎In making benchmarking determinations for fiscal 2025 compensation, the analysis assumed that each executive would achieve the target level of performance under all performance-based awards. 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 and recruitment 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.

  64. Key Components of Fiscal 2025 Compensation

    | Component | Purpose | | Salary | Attract, retain and motivate highly qualified executives. | | Annual Performance-Based Bonuses | Reward contributions to the achievement of our short-term company objectives for profitability and cash generation. | | Long-Term Incentive Stock Awards | Focus the executive’s efforts on our long-term performance, encourage significant ownership of our common stock and assist in retention. | | Sign-On Bonuses | Attract highly qualified senior executives. | | Retention Awards | Cash awards made in 2023 that seek to retain key executives during our Chief Executive Officer search and onboarding process. | | Other Benefits and Perquisites | Provide competitive levels of health and welfare protection and retirement and savings programs made available to other similarly situated employees |

  65. Key Components of Fiscal 2025 Compensation

    Annual Performance-Based Bonuses. Our current named executive officers were awarded annual performance-based cash bonus opportunities for fiscal 2025. In awarding these opportunities, our Compensation Committee considered the guideline benchmark target, the individual performance and experience of each executive, retention goals, internal pay equity and industry conditions. The Compensation Committee reviewed advice from FW Cook regarding market practices and considered Mr. DeGaynor’s recommendations for officers other than himself. In setting the performance measures for each named executive officer, our Compensation Committee considered, among other matters, the Company’s strategy, the fiscal 2025 operating budget and general economic conditions. The Compensation Committee set the target amount payable as a percentage of base salary as follows: Mr. DeGaynor, 125% of salary; Ms. Kowalchik and Ms. Barry, 75% of salary; Mr. Ullrich and Ms. Vyverberg, 66% of salary; and Mr. Erwin, 50% of salary, which was increased effective January 15, 2025 to 66% on a prorated basis in connection with his appointment as an executive officer. In the case of Messrs. DeGaynor, Ullrich and Erwin, these amounts are prorated for fiscal 2025 based on their respective dates of hire. For all participating named executive officers, 70% of the target award was conditioned on attainment of a pre-tax income performance goal and 30% was conditioned on the attainment of a free cash flow goal. No amounts were payable in the event the Company failed to achieve the threshold level of performance for pre-tax income. For each performance goal, the threshold and maximum payout levels were set at 50% and 200%, respectively, of the amount payable at the target level of performance. Payments are subject to an individual performance modifier through which the Compensation Committee may increase or decrease payment by up to 20% based on individual performance, subject to the overall 200% cap. Payments under the pre-tax income portion of the cash bonus program were determined as follows:

  66. Key Components of Fiscal 2025 Compensation

    | Performance Level | Pre-Tax Income | Payment Level | | Maximum | $22,065,000 | 200% | | Target + | $9,710,000 | 150% | | Target | $3,140,000 | 100% | | Threshold | $0 | 50% | | <Threshold | Less than $0 | 0% |

  67. Key Components of Fiscal 2025 Compensation

    | Performance Level | Free Cash Flow | Payment Level | | Maximum | $29,523,632 | 200% | | Target + | $12,168,632 | 150% | | Target | $598,632 | 100% | | Threshold | $(2,541,368) | 50% | | <Threshold | Less than $(2,541,368) | 0% |

  68. Key Components of Fiscal 2025 Compensation

    | Executive | Target Bonus | Bonus Earned | | Jonathan DeGaynor | $987,197 | $750,270 | | Laura Kowalchik | $450,000 | $342,000 | | Lars Ullrich | $129,287 | $123,258* | | John Erwin | $163,745 | $149,446* | | Kerry Vyverberg | $294,872 | $249,102* |

  69. Key Components of Fiscal 2025 Compensation

    Messrs. Avula, Nystrom, Rawden and Tsoumas were not awarded annual performance-based cash bonus opportunities and while Ms. Barry was awarded a performance-based cash bonus opportunity of 75%, she did not receive a payout as her employment ended on May 3, 2025. In June 2024, the Compensation Committee awarded Mr. Tsoumas a transitional bonus of $100,000 in recognition of his significant contributions during the CFO transition period. Sign-On Bonuses. In connection with the hiring of Messrs. DeGaynor, Ullrich and Erwin and Ms. Kowalchik, each was awarded a sign-on bonus in the form of a restricted stock unit award and, in the case of Ms. Kowalchik and Mr. Ullrich, certain cash amounts. Mr. DeGaynor’s sign-on bonus consisted of a restricted stock unit award valued at $500,000, using the market price of the Company’s common stock on the date his employment commenced, vesting 50% on the first two anniversary dates of the date of grant. Ms. Kowalchik’s sign-on bonus consisted of a restricted stock unit award valued at $600,000, using the market price of the Company’s common stock on the date her employment commenced, vesting one-third on each of the first three anniversary dates of the date of grant, and cash in the amount of $390,000 in order to compensate her for forfeited bonus amounts at, and to reimburse her for certain repayment obligations to, her former employer. Mr. Ullrich’s sign-on bonus consisted of a restricted stock unit award valued at $300,000, using the market price of the Company’s common stock on the date his employment commenced, vesting one-third on each of the first three anniversary dates of the date of grant, and cash in the amount of $155,000 in order to compensate him for forfeited bonus amounts at his former employer. Mr. Erwin’s sign-on bonus consisted of a restricted stock unit award valued at $218,020, vesting 50% on the first two anniversary dates of the date of grant. The cash portion of each sign-on bonus described above will be repayable to the Company in the event the relevant executive terminates his or her employment with the Company within one year. Retention Awards. In September 2023, after considering the need to incentivize retention and continuity of the executive leadership team through the CEO transition period, the Compensation ‎Committee granted retention awards to certain of our named executive officers. Each executive is eligible to receive a cash incentive award if the executive remains employed by the Company and maintains ‎satisfactory job performance through September 12, 2025. Ms. Vyverberg remains eligible to receive a cash incentive award in the amount of $425,000. Mr. Tsoumas’ retention award of $500,000 was forfeited upon his July 2024 retirement, and Ms. Barry’s retention award of $750,000 was paid to her in connection with the termination of her employment without cause Long-Term Incentive Awards (Recent Executive Appointments). Each of Messrs. DeGaynor, Ullrich and Erwin and Ms. Kowalchik are eligible to participate in the Company’s Long-Term Incentive (LTI) program in accordance with their respective offer letters. For fiscal 2025, their participation in the LTI program consisted of both time-based and performance-based restricted stock units. Mr. DeGaynor’s award was in the amount of $3,156,757 (or $4,000,000 annual target value prorated for fiscal 2025 based on his employment date), 40% of which was time-based and 60% of which was performance-based. Ms. Kowalchik’s award was in the amount of $1,000,000, 50% of which was time-based and 50% of which was performance-based. Mr. Ullrich’s award was in the amount of $286,793 (or $700,000 annual target value prorated for fiscal 2025 based on his employment date), 50% of which was time-based and 50% of which was performance-based. Mr. Erwin’s award was in the amount of $202,164 (or $320,000 annual target value prorated for fiscal 2025 based on his start date), 50% of which was time-based and 50% of which was performance-based. In December 2024, the Compensation Committee awarded Mr. Erwin an additional LTI award in the amount of $23,288 (or $80,000 annual target value prorated based on his start date), 50% of which was time-based and 50% of which was performance-based. The time-based awards vest, in each case, over a three-year period. The performance-based restricted stock units will vest based on the Company’s annualized total shareholder return (TSR) from fiscal 2025 through fiscal 2027, with threshold, target and maximum payouts of 50%, 100% and 200% of target for annualized TSR of 10%, 15% and 20%, respectively.

  70. Key Components of Fiscal 2025 Compensation

    | Name | RSUs (#)(1) | PSUs (#)(2) | | | | | | Threshold (10% Annualized TSR) | Target (15% Annualized TSR) | Maximum (20% Annualized TSR) | | Jonathan DeGaynor | 92,506 | 69,379 | 138,758 | 277,516 | | Laura Kowalchik | 43,821 | 21,911 | 43,821 | 87,642 | | Lars Ullrich | 12,544 | 6,272 | 12,544 | 25,088 | | John Erwin | 11,156 | 5,578 | 11,156 | 22,312 |

  71. Key Components of Fiscal 2025 Compensation

    | (1) The time-based restricted stock units vest in three annual increments beginning April 30, 2025 (for Mr. DeGaynor), October 1, 2025 (for Ms. Kowalchik), December 2, 2025 (for Mr. Ullrich) and September 11, 2025 (for Mr. Erwin) and do not include the sign-on bonuses awarded in the form of restricted stock units. |

  72. Key Components of Fiscal 2025 Compensation

    | (2) Performance-based restricted stock units vest in accordance with annualized TSR from April 29, 2024 to April 30, 2027. |

  73. Key Components of Fiscal 2025 Compensation

    The vesting of the performance-based awards is subject to the executive’s continued employment through the date the Compensation Committee has certified the attainment of the applicable performance measure, as soon as administratively practicable following the end of fiscal 2027. For both the time-based and performance-based restricted stock units, the award will vest in full (at the target in the case of the performance-based units) in the event of the executive’s death or disability. In the event the executive’s employment is terminated by the Company without cause, the time-based restricted stock units will vest on a pro rata basis based on the date of termination of employment, and the performance-based restricted stock units will vest on the original vesting schedule, based on actual performance with Mr. Ullrich and Ms. Kowalchik credited with an additive year of service, also on a pro rata basis based on the date of termination of employment. Existing 2021 LTI Program (Other Executives). In September 2020, our Compensation Committee adopted a five-year, long-term incentive program (the “2021 LTI Program”) for executives then serving, which consists of performance-based restricted stock awards (“RSAs”), potential cash-based performance grants (“Performance Units”) and time-based restricted stock units (“RSUs”). The Compensation Committee also granted awards under the 2021 LTI Program to Ms. Vyverberg in September 2022 in connection with her appointment as an executive officer. Ms. Vyverberg, Mr. Tsoumas, and Ms. Barry were the only named executive officers who participated in the 2021 LTI Program. Upon his retirement, a pro rata portion of Mr. Tsoumas’s RSUs vested, and he remained eligible for payment of RSAs or Performance Units based on actual performance. For participants in our 2021 LTI Program, the number of RSAs and Performance Units to be earned was 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 represented 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 exceeded target performance for the RSAs. The table below sets forth details regarding the target awards made in September 2020 (or September 2022 in the case of Ms. Vyverberg) to the named executive officers who participated in the 2021 LTI Program.

  74. Key Components of Fiscal 2025 Compensation

    | Executive | Number of Shares | | Grant Date Market Value | | | | Target RSAs | RSUs | Target RSAs | RSUs | | Kerry A. Vyverberg | 12,098 | 12,098 | $464,684 | $464,684 | | Ronald L.G. Tsoumas | 75,500 | 75,500 | $2,135,140 | $2,135,140 | | Andrea J. Barry | 52,500 | 52,500 | $1,484,700 | $1,484,700 |

  75. Key Components of Fiscal 2025 Compensation

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

  76. 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, current named executive officer, and former executive officers who served as executive officers in fiscal 2025. Mr. Nystrom commenced serving as our Interim Chief Executive Officer on May 6, 2024 following Mr. Avula’s resignation on May 1, 2024. Mr. DeGaynor replaced Mr. Nystrom on July 15, 2024. Mr. Rawden commenced serving as our Interim Chief Financial Officer on July 12, 2024 upon Mr. Tsoumas’ retirement. Ms. Kowalchik replaced Mr. Rawden on October 1, 2024. Mr. Erwin joined the company as Chief Procurement Officer on July 15, 2024. Mr. Ullrich joined the company as Senior Vice President of Global Automotive Business on December 2, 2024.

  77. 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 ($)(5) | Total ($) | | Current Employees | | | | | | | | | Jonathan DeGaynor, President and Chief Executive Officer | 2025 | 788,462 | — | 3,943,982 | 750,270 | 256,505 | 5,739,219 | | Laura Kowalchik, Chief Financial Officer | 2025 | 343,846 | 390,000 | 1,585,091 | 342,000 | 52,670 | 2,713,607 | | Lars Ullrich, Senior Vice President, Global Automotive Business | 2025 | 191,827 | 155,000 | 588,013 | 123,258 | 10,586 | 1,068,684 | | John Erwin, Chief Procurement and EHS Officer | 2025 | 276,250 | — | 439,306 | 149,446 | 78,597 | 943,599 | | Kerry Vyverberg, General Counsel | 2025 | 443,911 | — | — | 249,102 | 18,087 | 711,100 | | | 2024 | 425,500 | — | — | 168,498 | 2,513 | 596,512 | | | 2023 | 370,000 | — | 464,684 | 146,520 | 12,247 | 993,452 | | Former Employees/Contractors(6) | | | | | | | | | Kevin Nystrom, former Interim Chief Executive Officer | 2025 | — | — | — | — | 718,609 | 718,609 | | Avinash Avula former President and Chief Executive Officer | 2025 | 9,231 | — | — | — | 668,135 | 677,366 | | | 2024 | 200,000 | 263,000 | 3,125,000 | — | 429,227 | 4,017,227 | | David Rawden, former Interim Chief Financial Officer | 2025 | — | — | — | — | 1,195,028 | 1,195,028 | | Ronald Tsoumas, former Chief Financial Officer | 2025 | 105,696 | 100,000 | — | 0 | 170,961 | 376,657 | | | 2024 | 499,653 | — | — | 0 | 86,980 | 586,633 | | | 2023 | 475,860 | 473,970 | — | 214,200 | 73,846 | 1,237,876 | | Andrea J. Barry former Chief Human Resources Officer and Chief Administrative Officer | 2025 | 566,500 | 750,000 | — | 0 | 75,397 | 1,391,897 | | | 2024 | 566,500 | — | — | 424,875 | 43,591 | 1,034,966 | | | 2023 | 515,000 | 276,000 | — | 231,750 | 39,380 | 1,062,130 |

  78. Summary Compensation Table

    | (1) The annual base salaries for our named executive officers serving as of the end of fiscal 2025 and in effect at that date were as follows: Mr. DeGaynor, $1,000,000, Ms. Kowalchik, $600,000, Mr. Ullrich, $475,000; Mr. Erwin, $425,000; and Ms. Vyverberg, $447,000. |

  79. Summary Compensation Table

    | (2) For Ms. Kowalchik and Mr. Ullrich, reflects the cash portion of a sign-on bonus in the amount of $390,000 and $155,000, respectively, and subject to repayment if a one-year service requirement is not met. For Mr. Tsoumas, reflects a bonus awarded in recognition of his significant contributions during the CFO transition period. See “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Discretionary Bonus” and “—Sign-On Bonuses” for additional details. |

  80. Summary Compensation Table

    | (3) Includes the grant date fair value of the time-based RSU awards and performance-based RSU awards to these executive officers in accordance with their respective Offer Letters determined in accordance with ASC 718. Calculation differs from calculation based on stock price on date of grant. 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. Components of these share-based awards are summarized in the following table: |

  81. Summary Compensation Table

    | Executive | Components of Share-Based Awards | | | | | Value of Sign-On Bonus RSUs ($) | Value of Time-Based LTIP RSUs ($) | Value of Performance-Based LTIP RSUs at Target ($) | | Mr. DeGaynor | 500,000 | 1,262,703 | 1,894,054 | | Ms. Kowalchik | 600,000 | 500,000 | 500,000 | | Mr. Ullrich | 300,000 | 143,397 | 143,397 | | Mr. Erwin | 218,020 | 112,720 | 112,720 |

  82. Summary Compensation Table

    For Mr. DeGaynor, these include 36,630 RSUs issued as a sign-on bonus and subject to a two-year vesting period based on continued service, 92,506 RSUs issued as long-term incentive compensation and subject to a three-year vesting period based on continued service, and 138,758 performance-based RSUs subject to TSR-based vesting conditions over a three-year performance period. For Ms. Kowalchik and Messrs. Ullrich and Erwin, these include 52,585, 26,224 and 22,000 RSUs issued as a sign-on bonus; 43,821, 12,544, and 11,156 RSUs issued as long-term incentive compensation, each of which is subject to a three-year vesting period based on continued service, and 43,821, 12,544, and 11,156 performance-based RSUs subject to TSR-based vesting conditions over a three-year performance period, respectively. The performance-based RSUs are valued under ASC 718 based on the probable outcome of the performance conditions. The value of these performance-based awards assuming the highest level of performance conditions will be achieved would have been $277,516, $87,642, $25,088 and $20,400 for Mr. DeGaynor, Ms. Kowalchik, Mr. Ullrich and Mr. Erwin, respectively. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Sign-On Bonuses” and “—Long-Term Incentive Awards (Recent Executive Appointments)”.

  83. Summary Compensation Table

    | (4) Amounts reflect annual performance-based cash bonuses for fiscal 2025. Additional details regarding these bonus awards are set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Annual Performance-Based Bonuses‎.” |

  84. Summary Compensation Table

    | (5) Amounts included in All Other Compensation reflect the following for fiscal 2025: |

  85. Summary Compensation Table

    | Executive | Vested RSU Dividend Equivalents ($) | 401(k) Contribution ($) | Life Insurance ($) | Phone Allowance ($) | Relocation Expenses ($) | | Mr. DeGaynor | 12,951 | 20,735 | 35 | 0 | 222,784 | | Ms. Kowalchik | 0 | 16,581 | 478 | 400 | 35,211 | | Mr. Ullrich | 0 | 10,405 | 181 | 0 | 0 | | Mr. Erwin | 0 | 8,288 | 615 | 500 | 0 | | Ms. Vyverberg | 5,589 | 10,816 | 1,032 | 650 | 0 | | Mr. Avula | 0 | 1,546 | 58 | 0 | 0 | | Mr. Tsoumas | 63,506 | 4,381 | 335 | 0 | 0 | | Ms. Barry | 63,136 | 10,677 | 1,584 | 0 | 0 |

  86. Summary Compensation Table

    Amounts under “Relocation Expenses” for Mr. DeGaynor, Ms. Kowalchik and Mr. Erwin represent the Company’s cost of providing temporary accommodations in the Chicago area, and in reimbursing personal travel expenses between Detroit and Chicago, for such executives as provided in their respective Offer Letters. For Mr. Avula, All Other Compensation reflects a payment of a lump sum of $650,000 under the Settlement Agreement dated November 11, 2024 entered into to resolve certain disputes related to Mr. Avula’s separation from employment on May 1, 2024 and a vacation payout of $16,531. For Mr. Erwin, All Other Compensation reflects payments in total of $69,194 for the period of time between July 15, 2024 through August 25, 2024, while he worked for Methode as a consultant. For Mr. Tsoumas, All Other Compensation reflects payments of $72,000 for consulting services, a vacation payout of $29,739 and a car allowance of $1,000.

  87. Summary Compensation Table

    | (6) We did not make any payments to Messrs. Nystrom or Rawden for their services as Interim CEO and Interim CFO, respectively, during fiscal 2025. Amounts under “Salary” for Messrs. Nystrom and Mr. Rawden reflect the aggregate amounts we paid to Alix Partners, a business advisory firm and the employer of Messrs. Nystrom and Rawden, for the duration of their services at a rate of $70,000 and $50,000 per week, respectively. Following Mr. Tsoumas’ retirement, his 2023 retention award was forfeited, and as discussed in more detail below, no payments were made under the performance-based restricted stock award (RSA) portion of the five-year long-term incentive program. Mr. Tsoumas was awarded a discretionary bonus in fiscal 2024 in light of his significant contributions during the transition period. |

  88. 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 May 3, 2025.

  89. Grants of Plan-Based Awards

    | Name | Grant Date | Compensation Committee Approval Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jonathan DeGaynor | 7/15/2024 | 9/11/2024 | 493,598 | 987,197 | 1,974,394 | — | — | — | — | — | | | 7/15/2024 | 6/24/2024 | — | — | — | 69,379 | 138,758 | 277,516 | — | 2,181,276 | | | 7/15/2024 | 6/24/2024 | — | — | — | — | — | — | 129,136 | 1,762,706 | | Laura Kowalchik | 10/1/2024 | 9/11/2024 | 225,000 | 450,000 | 900,000 | — | — | — | — | — | | | 10/1/2024 | 9/11/2024 | — | — | — | 21,911 | 43,821 | 87,642 | — | 485,099 | | | 10/1/2024 | 9/11/2024 | — | — | — | — | — | — | 96,406 | 1,099,992 | | Lars Ullrich | 12/2/2024 | 11/12/2024 | 64,644 | 129,287 | 258,574 | — | — | — | — | — | | | 12/2/2024 | 11/12/2024 | — | — | — | 6,272 | 12,544 | 25,088 | — | 144,507 | | | 12/2/2024 | 11/12/2024 | — | — | — | — | — | — | 38,768 | 443,506 | | John Erwin | 8/26/2024 | 9/11/2024 | 81,873 | 163,745 | 327,491 | — | — | — | — | — | | | 8/26/2024 | 9/11/2024 | — | — | — | 5,100 | 10,200 | 20,400 | — | 96,916 | | | 8/26/2024 | 9/11/2024 | — | — | — | — | — | — | 32,200 | 319,102 | | | 1/15/2025 | 1/15/2024 | — | — | — | 478 | 956 | 1,912 | | 11,644 | | | 1/15/2025 | 1/15/2025 | — | — | — | — | — | — | 956 | 11,644 | | Kerry Vyverberg | 9/11/2024 | 9/11/2024 | 147,436 | 294,872 | 589,744 | — | — | — | — | — | | Andrea Barry | 9/11/2024 | 9/11/2024 | 212,438 | 424,875 | 849,750 | — | — | — | — | — |

  90. Grants of Plan-Based Awards

    | (1) Reflects the annual performance-based cash bonus awards. Amounts earned in fiscal 2025 by the executive officers under this award are reported in the column titled “Non-Equity Incentive Plan Compensation” in the “Summary Compensation Table.” Additional details regarding these bonus awards are set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Annual Performance-Based Bonuses‎.” |

  91. Grants of Plan-Based Awards

    | (2) Reflects performance-based restricted stock units vesting based upon total shareholder return (TSR) in the period from April 29, 2024 to April 30, 2027, subject to continued service. Additional detail regarding these awards is set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Long-Term Incentive Awards (Recent Executive Appointments)” and in footnote 3 to the Summary Compensation Table. |

  92. Grants of Plan-Based Awards

    | (3) Reflects time-based RSUs awarded to the executive officers in accordance with their respective Offer Letters. Additional detail regarding these awards is set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Long-Term Incentive Awards (Recent Executive Appointments)” and in footnote 3 to the Summary Compensation Table. |

  93. Grants of Plan-Based Awards

    | (4) Amount shown reflects the grant date fair value of the awards 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. |

  94. Grants of Plan-Based Awards

    As discussed in the Compensation Discussion and Analysis, during fiscal 2025, each of our named executive officers was awarded an annual performance-based bonus opportunity. The target amount payable was set at 125% of base salary for Mr. DeGaynor, 75% for Ms. Kowalchik and Ms. Barry, and 66% for Mr. Ullrich and Ms. Vyverberg (prorated, in the case of Messrs. DeGaynor and Ullrich, based on their respective dates of employment). The target amount payable to Mr. Erwin was initially 50% upon commencement of his employment and was increased to 66%, in each case prorated over the applicable periods. The threshold and maximum amounts payable were set at 50% and 200%, respectively, of the amount payable at the target level of performance. 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 “Key Components of Fiscal 2025 Compensation—Annual Performance-Based Bonuses‎”‎ in the Compensation Discussion and Analysis above for further information regarding these awards.

  95. 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 May 3, 2025.

  96. Outstanding Equity Awards at Fiscal Year-End

    | | Stock Awards | | | | | Name | 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) | | Jonathan DeGaynor | 98,301(1) | 656,651 | 138,758 | 926,903 | | Laura Kowalchik | 96,406(2) | 643,992 | 43,821 | 292,724 | | Lars Ullrich | 38,768(2) | 258,970 | 12,544 | 83,794 | | John Erwin | 33,156(2) | 221,482 | 11,156 | 74,552 | | Kerry Vyverberg | 8,469(3) | 56,573 | — | — | | Andrea Barry (former employee) | — | — | — | — | | Ronald Tsoumas (former employee) | — | — | — | — |

  97. Outstanding Equity Awards at Fiscal Year-End

    | (1) The RSUs are subject to a vesting period based on continued service with one-third vesting as of April 30th of 2025, 2026 and 2027. Additional detail regarding this award is set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Long-Term Incentive Awards (Recent Executive Appointments)”. |

  98. Outstanding Equity Awards at Fiscal Year-End

    | (2) The RSUs are subject to a three-year vesting period based on continued service with one-third vesting as of the first three anniversaries of the executives’ starting date. Additional detail regarding this award is set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Long-Term Incentive Awards (Recent Executive Appointments)”. |

  99. Outstanding Equity Awards at Fiscal Year-End

    | (3) These RSUs are generally subject to a five-year vesting period based on continued service, with 30% having vested at the end of fiscal 2025, 30% vesting at the end of fiscal 2026 and 40% vesting at the end of fiscal 2027. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Existing 2021 LTI Program (Other Executives)”.‎‎ |

  100. Outstanding Equity Awards at Fiscal Year-End

    | (4) Calculated based on the closing price of the Company’s common stock on May 2, 2025 of $6.68 per share. |

  101. Outstanding Equity Awards at Fiscal Year-End

    | (5) These performance-based restricted stock unit awards are eligible for vesting based on the Company’s annualized TSR during the three year period ending on April 30, 2027. Additional details regarding these awards are forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Long-Term Incentive Awards (Recent Executive Appointments)”.‎ Amounts reflect the number of shares earned at target performance. |

  102. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table sets forth certain information regarding the vesting of restricted stock units during fiscal 2025.

  103. Option Exercises and Stock Vested

    | Name | Stock Awards | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jonathan DeGaynor | 30,835 | 193,335 | | Laura Kowalchik | 0 | — | | Lars Ullrich | 0 | — | | John Erwin | 0 | — | | Kerry Vyverberg | 3,629 | 24,242 | | Ronald Tsoumas | 18,875 | 203,850 | | Andrea Barry(2) | 53,734 | 565,185 |

  104. Option Exercises and Stock Vested

    | (1) This column represents the value of restricted stock units that vested during fiscal 2025, based on the closing price of Methode’s common stock on the vesting date. |

  105. Option Exercises and Stock Vested

    | (2) For Ms. Barry, includes the vesting on March 7, 2025, of 32,734 restricted stock units issued in lieu of her 2024 annual performance-based bonus, as described in the proxy statement for our 2024 Annual Meeting of Stockholders. |

  106. 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 2025.

  107. Nonqualified Deferred Compensation

    | Name | Executive Contributions in Last Fiscal Year ($) | Registrant Contributions in Last Fiscal Year ($) | Aggregate Earnings in Last Fiscal Year ($) | Aggregate Withdrawals/ Distributions ($)(1) | Aggregate Balance at Last Fiscal Year-End ($) | | Jonathan DeGaynor | 0 | 0 | 0 | 0 | 0 | | Laura Kowalchik | 0 | 0 | 0 | 0 | 0 | | Lars Ullrich | 0 | 0 | 0 | 0 | 0 | | John Erwin | 0 | 0 | 0 | 0 | 0 | | Kerry Vyverberg | 0 | 0 | 0 | 0 | 0 | | Ronald Tsoumas | 0 | 0 | 71,624 | 720,702 | 972,679 | | Andrea Barry | 0 | 0 | 133,133 | 0 | 1,699,416 |

  108. Nonqualified Deferred Compensation

    | (1) Reflects distributions in accordance with the terms of each executive’s deferral election. |

  109. 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 2025. 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.

  110. 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, severance agreements and certain other benefit plans. All 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:

  111. 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 our Chief Executive Officer and two times for our other named executive officers); |

  112. Potential Payments Upon Termination or Change of Control

    | • | a lump sum payment equal to a multiple (three times for our Chief Executive Officers and two times for our other named executive officers) ‎of the executive’s target bonus amount for the fiscal year in which the termination occurs; and |

  113. Potential Payments Upon Termination or Change of Control

    | • | premiums for COBRA continuation coverage for eighteen months for our Chief Executive Officer and two years for our other named executive officers, or until the executive becomes covered under other welfare benefit plans providing substantially similar benefits. |

  114. Potential Payments Upon Termination or Change of Control

    Messrs. Degaynor and Ullrich and Ms. Kowlachik are current parties to severance agreements with the Company. Ms. Vyverberg and Mr. Erwin entered into severance agreements in fiscal 2026. Pursuant to these severance agreements, if we terminate the executive’s employment without cause the executive is entitled to the following:

  115. Potential Payments Upon Termination or Change of Control

    | • | his or her base salary plus target bonus amount paid over a period of time in equal installments (two years for our Chief Executive Officer and one year for the other executive officers); |

  116. Potential Payments Upon Termination or Change of Control

    | • | for our Chief Executive Officer, an amount equal to a pro rata portion (based on the number of days in the fiscal year through the date of termination) of the actual bonus payment he would have received for the fiscal year had he remained employed; |

  117. Potential Payments Upon Termination or Change of Control

    | • | for Ms. Kowalchik and Mr. Ullrich, service-based vesting of any outstanding equity awards as if the executive’s employment had been terminated on the first anniversary of the applicable termination date; and |

  118. Potential Payments Upon Termination or Change of Control

    | • | premiums for COBRA continuation coverage for a period of time (up to 18 months for our Chief Executive Officer and up to 12 months for the other executive officers). |

  119. 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 their LTI awards, annual performance-based bonus awards, and retention awards, as applicable. In addition to the salary, bonus and benefits arrangements described above, the following table summarizes compensation payable to our named executive officers upon these various scenarios under our equity and non-equity incentive plans in place at fiscal year end. 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 time-based or performance-based restricted stock units 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.

  120. 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. | Mr. DeGaynor’s severance agreement provides for a prorated bonus. For all other named executive officers, no bonus is paid. | A prorated bonus is paid based on the retirement date and year-end performance. | | Retention Awards | Following any change in control, if an executive is terminated without cause or resigns for good reason, the full award will be paid. | The full award will be paid.‎‎ | The full award is paid.‎‎ | The full award is forfeited. |

  121. Potential Payments Upon Termination or Change of Control

    | | Scenario | | | | | Type of Award | Change in Control | Death or Disability | Termination Without Cause | Retirement(1) | | Time-Based Restricted Stock Units (“RSUs”) | All RSUs are fully vested. | All RSUs are fully vested. | The Long-Term Incentive RSU Awards for Messrs. DeGaynor, and Ullrich and Ms. Kowalchik will vest pro rata based on the termination date. In addition, Ms. Kowalchik and Mr. Ullrich will be credited with an additional year of service. All other RSU awards are forfeited. | All RSUs will vest pro rata based on the retirement date. | | Performance-Based Restricted Stock Units | All performance-based RSUs will be eligible for vesting based on actual performance determined as of the date of the change in control. | All performance-based RSUs are fully vested at the target level of performance. | For Messrs. DeGaynor, Erwin and Ullrich and Ms. Kowalchik, a prorated number of performance-based RSUs will be eligible for vesting based on actual performance as of the original vesting date. | A prorated number of performance-based RSUs will be eligible for vesting based on actual performance as of the original vesting date. |

  122. 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 approval by the Compensation Committee per the underlying plan. |

  123. Potential Payments Upon Termination or Change of Control

    No payments would be made in connection with any of the awards in the foregoing table in the event that a named executive officer’s employment is terminated for cause, or in the event the named executive officer terminates his or her employment (other than for good reason in connection with a change in control as noted above). The following table shows the potential amounts payable to our named executive officers other than Messrs. Avila, Tsoumas, Nystrom and Rawden and Ms. Barry upon termination or a change of control of Methode. The amounts shown assume that such termination or change of control occurred on May 2, 2025, the last trading day of our 2025 fiscal year, and reflect the price of our common stock on such date of $6.68. 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.

  124. Potential Payments Upon Termination or Change of Control

    | Name | Termination Scenario | Salary and Bonus Severance ($) | Annual Performance- Based Bonus ($)(5) | Retention Bonus | Vesting of Time-Based RSUs ($)(1) | Vesting of Performance RSUs ($)(1) | Health and Welfare Benefits ($)(2) | | Mr. DeGaynor | Upon Change of Control(3) | 0 | 0 | 0 | 697,937 | 985,181 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(4) | 6,750,000 | 987,197 | 0 | 0 | 0 | 40,506 | | | Death or Disability | 0 | 987,197 | 0 | 697,937 | 985,181 | 0 | | | Qualified Retirement | 0 | 987,187 | 0 | 299,825 | 268,685 | 0 | | | Termination Without Cause | 4,500,000 | 987,197 | 0 | 299,825 | 268,685 | 40,506 | | | Resignation | 0 | 0 | 0 | 0 | 0 | 0 | | Ms. Kowalchik | Upon Change of Control(3) | 0 | 450,000 | 0 | 684,483 | 311,129 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(4) | 2,100,000 | 0 | 0 | 0 | 0 | 32,185 | | | Death or Disability | 0 | 450,000 | 0 | 684,483 | 311,129 | 0 | | | Qualified Retirement | 0 | 450,000 | 0 | 244,007 | 72,598 | 0 | | | Termination Without Cause | 1,050,000 | 0 | 0 | 529,206 | 197,046 | 16,092 | | | Resignation | 0 | 0 | 0 | 0 | 0 | 0 | | Mr. Ullrich | Upon Change of Control(3) | | 129,287 | 0 | 269,825 | 87,306 | 0 | | | Resignation for Good Reason/ Termination Without Cause Following Change of Control(4) | 1,577,000 | 0 | 0 | 0 | 0 | 54,009 | | | Death or Disability | 0 | 129,287 | 0 | 269,825 | 87,306 | 0 | | | Qualified Retirement | 0 | 129,287 | 0 | 68,704 | 15,590 | 0 | | | Termination Without Cause | 788,500 | 0 | 0 | 196,126 | 53,007 | 27,004 | | | Resignation | 0 | 0 | 0 | 0 | 0 | 0 | | Mr. Erwin | Upon Change of Control(3) | | 163,745 | 0 | 235,274 | 79,074 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(4) | 1,411,000 | | 0 | 0 | 0 | 19,915 | | | Death or Disability | 0 | 163.745 | | 235,274 | 79,074 | 0 | | | Qualified Retirement | 0 | 163,745 | 0 | 95,175 | 17,089 | 0 | | | Termination Without Cause | | 0 | 0 | | | | | | Resignation | 0 | 0 | 0 | 0 | 0 | 0 | | Ms. Vyverberg | Upon Change of Control(3) | | 294,872 | 0 | 69,615 | 0 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(4) | 1,483,294 | 0 | 425,000 | 0 | 0 | 0 | | | Death or Disability | 0 | 294,872 | 425,000 | 69,615 | 0 | 0 | | | Qualified Retirement | 0 | 294,872 | 0 | 43,928 | 0 | 0 | | | Termination Without Cause | 0 | 0 | 425,000 | | 0 | 0 | | | Resignation | 0 | 0 | 0 | 0 | 0 | 0 |

  125. 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 May 3, 2025, multiplied by the number of shares or units vested. |

  126. Potential Payments Upon Termination or Change of Control

    | (2) 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. |

  127. Potential Payments Upon Termination or Change of Control

    | (3) Assumes the successor company does not assume the annual bonus awards and RSUs. |

  128. Potential Payments Upon Termination or Change of Control

    | (4) These amounts are in addition to amounts payable under the preceding row “Upon Change of Control.” |

  129. Potential Payments Upon Termination or Change of Control

    | (5) Assumes the target level of performance is achieved. |

  130. Potential Payments Upon Termination or Change of Control

    Resignation of Former CEO During Fiscal 2025. Mr. Avula’s employment with the Company terminated on May 1, 2024, the fourth day of our fiscal year 2025. In connection with his resignation, his outstanding unvested equity awards were forfeited. On November 11, 2024, the Company entered into a settlement agreement with Mr. Avula in order to resolve, among other things, disputes between the parties following his separation from employment. In connection with the settlement agreement, the Company paid Mr. Avula a lump sum of $650,000 in full satisfaction of all claims of Mr. Avula in connection with his employment, and the parties entered into a mutual release. Retirement of Former CFO During Fiscal 2025. On April 8, 2024, the Company announced the retirement of Mr. Tsoumas, effective July 12, 2024, after the beginning of our fiscal year 2025. Mr. Tsoumas served as a consultant through January 12, 2025, in order to assist in the transition of his responsibilities. Under the terms of his Retention and Consulting Agreement, Mr. Tsoumas was entitled to his base salary and current benefits through the date of his retirement, payment of his earned fiscal 2024 annual bonus award, and a consulting fee in the amount of $12,000 per month during the six-month consulting period. In addition, Mr. Tsoumas is restricted from engaging in certain activities in competition with the Company and from soliciting suppliers, vendors, customers or employees of the Company for a period ending fifteen months after the end of the consulting period. The Compensation Committee consented to Mr. Tsoumas’ retirement prior to age 65 and provided that his equity-based awards under the Company’s five-year long term incentive program were eligible for vesting on a pro rata basis in accordance with the terms and conditions of the applicable award agreements. Consequently, 18,875 RSU awards under the 2021 LTI Program with a value of $203,850 vested upon his retirement. As described under “Compensation Discussion and Analysis—Key Components of Fiscal 2025 Compensation—Existing 2021 LTI Program (Other Executives)”, no amounts were paid under the performance-based RSAs under the 2021 LTI Program following the end of the performance period, and no Performance Units were granted. Following Mr. Tsoumas’ retirement, his 2023 retention award was forfeited. Mr. Tsoumas did not receive an award under the Company’s annual performance-based cash bonus program for fiscal 2025, however upon careful consideration and as recognition to the significant contributions Mr. Tsoumas made during the transition he was awarded a transitional bonus in the amount of $100,000. Interim CEO and CFO. Messrs. Nystrom and Rawden, who served as our Interim Chief Executive Officer and Interim Chief Financial Officer prior to the commencement of employment of Mr. DeGaynor and Ms. Kowalchik, respectively, did not have any arrangements that would have provided payments upon a change of control, a termination of employment, or any of the other scenarios outlined in the table above. Termination of Chief Human Resources and Administrative Officer. On January 30, 2025, the Company announced that Ms. Barry would step down from the positions of Chief Administrative Officer and Chief Human Resources Officer, effective January 31, 2025. She remained an employee through May 3, 2025, serving as a special advisor to the Company’s General Counsel. In connection with the termination of her employment, and in addition to accrued salary and vacation amounts, Ms. Barry received payment of the $750,000 retention award from September 2023 in accordance with the terms of the applicable award agreement. Under the terms of a Separation Agreement and General Release entered into at the time of her transition to special advisor status, Ms. Barry became entitled to six months of severance pay in the total gross amount of $283,500, payable over a six-month period, as well as up to twelve months of COBRA premiums (valued at $26,581). No other amounts were paid in connection with the termination of Ms. Barry’s employment.

  131. 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 for fiscal 2025 of our Chief Executive Officer, Mr. Jonathan DeGaynor. To calculate the pay ratio for fiscal 2025, we used the same employee population data from fiscal year 2024, as there were no significant changes in our overall employee population or compensation arrangements that would materially affect the pay ratio disclosure. Our employee population as of February 1, 2024, included approximately 6,900 employees across the United States, Mexico, Egypt, Malta, China, Finland, Canada, Belgium, India, the United Kingdom, Germany, Italy, Switzerland, Singapore, Malaysia, the Netherlands, and Taiwan. Because the employee who was previously identified as the median employee for our fiscal 2024 disclosure is no longer employed by the Company, we identified a new median employee whose compensation was substantially the same as that of the previously identified median employee, consistent with SEC guidance. Based on this analysis, we determined that our median employee is an Assembler located in Dongguan, China. We did not make any cost-of-living adjustments to the pay of employees living in different jurisdictions than our Chief Executive Officer, but we did include certain adjustments for the annualization of pay for employees who were employed for only part of the period. For purposes of calculating the pay for the median employee, we considered the annual base salary as of February 1, 2025, 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. This employee’s total compensation of $11,656, has been calculated under applicable SEC rules. 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. DeGaynor’s compensation per the Summary Compensation Table was $5,739,219. Based on these calculations, the pay ratio between our CEO and median employee is 492 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.

  132. 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 five 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. 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 current Chief Executive Officer (“CEO”) (referred to in the tables as our PEO), our Interim CEO who served for a portion of fiscal 2025 (referred to in the tables as our Interim CEO), and our two former CEOs (referred to as our former PEOs) as set forth in our Summary Compensation Table (“SCT”), the adjusted values of compensation actually paid to our PEO, Interim PEO and former PEOs, average compensation paid to our current named executive officers other than our PEO, Interim PEO and former PEOs as set forth in our SCT, and the adjusted values of average compensation actually paid to such other current named executive officers, each as calculated in accordance with SEC rules, as well as certain Company and peer group performance measures, in each case for the five fiscal years ended May 3, 2025.

  133. PAY VS. PERFORMANCE

    | Fiscal Year | SCT Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | SCT Total for Interim PEO ($) | Compensation Actually Paid for Interim PEO | Summary Compensation Table Total for Former PEO #1 ($)(1) | Compensation Actually Paid to Former PEO #1 ($)(2) | Summary Compensation Table Total for Former PEO #2 ($)(1) | Compensation Actually Paid to Former PEO #2 ($)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2) | Value of Initial Fixed $100 Investment Based On: | | Net Income ($ In Millions)(6) | EBITDA ($ In Millions)(7) | | | | | | | | | | | | | Total Shareholder Return ($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2025 | 5,739,219 | 3,286,285 | 718,609 | 718,609 | 677,365 | (1,093,032) | — | — | 1,200,082 | 984,535 | 27 | 209 | (62.6) | 30.4 | | 2024 | — | — | — | — | 4,017,227 | 2,662,627 | 2,206,047 | (5,346,078) | 807,926 | 228,210 | 46 | 187 | (123.3) | (53.5) | | 2023 | — | — | — | — | — | — | 3,088,086 | 1,730,586 | 1,213,051 | 960,800 | 149 | 169 | 77.1 | 142.3 | | 2022 | — | — | — | — | — | — | 2,297,776 | 2,177,776 | 933,371 | 907,572 | 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 |

  134. PAY VS. PERFORMANCE

    | (1) Mr. Avula (Former PEO #1 in the table) was appointed CEO on January 29, 2024 and held that position through May 1, 2024. Mr. Duda (Former PEO #2 in the table) was the CEO from the start of fiscal 2021 through January 29, 2024. Mr. Nystrom served as Interim CEO from May 5, 2024 through Mr. DeGaynor’s appointment on July 15, 2024. These amounts reflect the total compensation reported for Messrs. DeGaynor, Nystrom, Avula or Duda, as applicable, in the “Total” column of the Summary Compensation Table for the relevant fiscal year. |

  135. PAY VS. PERFORMANCE

    | (2) The chart below details the additions to and deductions from the total compensation reported for Messrs. DeGaynor, Nystrom, and Avula and the other NEOs as a group in the Summary Compensation Table in order to calculate and reflect the adjusted values of the Compensation Actually Paid for fiscal year 2025. |

  136. PAY VS. PERFORMANCE

    | | Fiscal 2025 | | | | | | PEO | Interim PEO | Former PEO#1 | Average of other NEOs | | Summary Compensation Table Total | $5,739,219 | $718,609 | $677,365 | $1,200,082 | | Adjustments: | | | | | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | $(3,943,982) | — | — | $(371,538) | | Increase based on ASC 718 fair value of awards granted during fiscal year that remain unvested as of fiscal year end, determined as of fiscal year end | $1,297,713 | — | — | $205,127 |

  137. PAY VS. PERFORMANCE

    | | Fiscal 2025 | | | | | | PEO | Interim PEO | Former PEO#1 | Average of other NEOs | | Increase based on ASC 718 fair value of awards granted during fiscal year that vested during fiscal year, determined as of vesting date | $193,335 | — | — | — | | Increase (decrease) for awards granted prior to fiscal year that were outstanding and unvested as of fiscal year end, determined based on change in ASC 718 fair value from prior fiscal year end to fiscal year end | — | — | — | $(6,703) | | Increase (decrease) for awards granted prior to fiscal year that vested during fiscal year, determined based on change in ASC 718 fair value from prior fiscal year end to vesting date | — | — | — | $(22,663) | | Deduction of ASC 718 fair value of awards granted prior to fiscal year that were forfeited during fiscal year, determined as of prior fiscal year end | — | — | $(1,770,397) | $(19,770) | | Compensation Actually Paid | $3,286,285 | $718,609 | $(1,093,032) | $984,535 |

  138. PAY VS. PERFORMANCE

    | (3) These amounts reflect the average total compensation reported for the Company’s named executive officers as a group (excluding PEOs) 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 2025 – Ms. Kowalchik, Mr. Ullrich, Mr. Erwin, Ms. Vyverberg, Mr. Rawden, Mr. Tsoumas and Ms. Barry; fiscal 2024 – Mr. Tsoumas, Ms. Barry, Mr. Martin and Mr. Shetty; 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. |

  139. PAY VS. PERFORMANCE

    | (4) 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. |

  140. PAY VS. PERFORMANCE

    | (5) The peer group is made up of the same 15 companies in our peer group used for executive compensation benchmarking as described above under “Compensation Discussion and Analysis—Market Benchmarking and Positioning of Fiscal 2025 Executive Compensation.” Peer group TSR is calculated under the same assumptions as Company TSR. |

  141. PAY VS. PERFORMANCE

    | (6) Reflects “Net income” or “Net loss” 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. |

  142. PAY VS. PERFORMANCE

    | (7) 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 for our fiscal years 2025 and 2024 can be found in our fourth quarter fiscal 2025 earnings release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished with the SEC on July 9, 2025. |

  143. PAY VS. PERFORMANCE

    Relationship of Compensation Actually Paid to Financial Measures. The following charts compare the relationship of the compensation actually paid to our PEOs for the applicable years and the average compensation actually paid to our named executive officers other than our PEOs 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 2025 to determine compensation for our named executive officers, as further described above in the Compensation Discussion and Analysis section under “Key Components of Fiscal 2025 Compensation.”

  144. PAY VS. PERFORMANCE

    | • | EBITDA |

  145. PAY VS. PERFORMANCE

    | • | Pre-tax income |

  146. PAY VS. PERFORMANCE

    | • | Free cash flow |