DEF 14A of Methode Electronics Inc
Filed Jul 31, 2026 · FY20260001140361-26-030317
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.
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 | ✔ | | | | ✔ | | ✔ |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We use a combination of cash and common stock to compensate our non-employee directors. For fiscal 2026, 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 2026. The Nominating and Governance Committee oversees and makes recommendations to the Board regarding our non-employee director compensation program. 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 2026. 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 2026.
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 $140,000 |
DIRECTOR COMPENSATION
The following table sets forth certain information regarding compensation earned by each of our non-employee directors during our fiscal year ended May 2, 2026.
DIRECTOR COMPENSATION
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1) | Total ($) | | David P. Blom | $98,000 | $140,000 | $238,000 | | Therese M. Bobek | $104,000 | $140,000 | $244,000 | | Brian J. Cadwallader | $122,500 | $140,000 | $262,500 | | Bruce K. Crowther | $120,500 | $140,000 | $260,500 | | Darren M. Dawson(2) | $58,000 | $0 | $58,000 | | Janie Goddard(2) | $59,500 | $0 | $59,500 | | Mary A. Lindsey | $122,000 | $140,000 | $262,000 | | Angelo V. Pantaleo(2) | $50,500 | $0 | $50,500 | | Mark D. Schwabero | $199,000 | $140,000 | $339,000 |
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 2, 2026. |
DIRECTOR COMPENSATION
| (2) Mr. Dawson, Ms. Goddard and Mr. Pantaleo did not stand for re-election at the Company’s Annual Meeting in September 2025. |
Directors and Executive Officers
Directors and Executive Officers The following table sets forth information regarding our common stock beneficially owned as of July 23, 2026, by (i) each director and nominee, (ii) each of the named executive officers, and (iii) all current directors and executive officers as a group.
Directors and Executive Officers
| Name of Beneficial Owner | Amount and Nature of Beneficial Ownership(1) | Percent of Class (%) | | Directors | | | | David P. Blom | 56,074(2) | * | | Therese M. Bobek | 49,611(3) | * | | Brian J. Cadwallader | 55,975(4) | * | | Bruce K. Crowther | 50,654(2) | * | | Jonathan B. DeGaynor | 198,410(5) | * | | Mary A. Lindsey | 57,446(6) | * | | Mark D. Schwabero | 52,975(7) | * | | Executive Officers | | | | John Erwin | 35,164(8) | * | | Laura Kowalchik | 43,965(9) | * | | Lars Ullrich | 43,083(10) | * | | Kerry Vyverberg | 29,345(11) | * | | All current directors and executive officers as a group (11 persons) | 672,702 | 1.9 |
Directors and Executive Officers
| * Percentage represents less than 1% of the total shares of common stock outstanding. |
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 23, 2026. |
Directors and Executive Officers
| (2) Shares are held in a trust pursuant to which the insider shares voting and investment power with their spouse. |
Directors and Executive Officers
| (3) Includes 28,068 shares of phantom stock held in the Company’s Deferred Compensation Plan and 21,543 shares held in a trust pursuant to which Ms. Bobek shares voting and investment power with her spouse. |
Directors and Executive Officers
| (4) Includes 46,975 shares of phantom stock held in the Company’s Deferred Compensation Plan and 9,000 shares held in a trust pursuant to which Mr. Cadwallader shares voting and investment power with his spouse. |
Directors and Executive Officers
| (5) Includes 108,412 shares subject to restricted stock units which vest on August 8, 2026, 32,733 shares held jointly with Mr. DeGaynor’s wife and 3,028 shares held in our 401(k) Plan. |
Directors and Executive Officers
| (6) Includes 31,476 shares of phantom stock held in the Company’s Deferred Compensation Plan. |
Directors and Executive Officers
| (7) Includes 46,975 shares of phantom stock held in the Company’s Deferred Compensation Plan. |
Directors and Executive Officers
| (8) Includes 10,337 shares subject to restricted stock units which vest on August 8, 2026, 14,400 shares subject to restricted stock units which vest on September 11, 2026, and 1,518 shares held in our 401(k) Plan. |
Directors and Executive Officers
| (9) Includes 25,842 shares subject to restricted stock units which vest on August 8, 2026. |
Directors and Executive Officers
| (10) Includes 18,707 shares subject to restricted stock units which vest on August 8, 2026 and 15,150 shares held jointly with Mr. Ullrich’s wife. |
Directors and Executive Officers
| (11) Includes 9,766 shares subject to restricted stock units which will vest on August 8, 2026 and 13,783 shares of common stock held in our 401(k) Plan. |
PROPOSAL ONE
PROPOSAL ONE
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS A Board of seven directors will be elected at 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 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 decide 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.
Additional Reasons Why Stockholders Should Approve the 2026 Plan
| • | Limit on Non-Employee Director Compensation. The aggregate grant date fair market value of all equity awards granted to any non-employee director during any fiscal year, plus the total cash and other compensation paid to such non-employee director for director services rendered for such fiscal year, may not exceed $750,000. |
Positioning for Long-Term Growth
Positioning for Long-Term Growth In addition to improving operational performance, the Company continued to align its strategy and resource allocation with attractive long-term growth opportunities and key industry megatrends, including:
Positioning for Long-Term Growth
| • | Expansion of power solutions supporting data center and cloud infrastructure applications |
Positioning for Long-Term Growth
| • | Increasing participation in a more diverse portfolio of vehicle electrification platforms |
Positioning for Long-Term Growth
| • | Leveraging core engineering and manufacturing capabilities to support high-density power delivery solutions |
Positioning for Long-Term Growth
Management believes the actions taken during fiscal 2026 strengthened the Company’s operating foundation, improved financial flexibility, and enhanced its ability to capitalize on future growth opportunities. Progress against these strategic priorities remains a key component of executive performance evaluation and is incorporated into individual performance assessments that influence annual incentive compensation outcomes.
Annual Performance-Based Cash Bonuses
Annual Performance-Based Cash Bonuses Each named executive officer participated in the fiscal 2026 annual cash incentive program, which was designed to reward results that the Committee believes are closely aligned with near-term stockholder interests: profitability and cash generation. By weighting pre-tax income and free cash flow, the Committee sought to focus management on earnings discipline, liquidity, and balance sheet stewardship during an important period of operational and portfolio transformation. Target bonus opportunities were established as a percentage of base salary and varied by role, reflecting differences in strategic scope, decision-making authority, and expected impact on enterprise performance. Target amounts payable as a percentage of salary were set for Mr. DeGaynor, Ms. Kowalchik, Mr. Ullrich, Mr. Erwin, and Ms. Vyverberg at 125%, 75%, 75%, 70%, and 66% respectively. For fiscal 2026, annual incentive opportunities were determined using objective financial metrics that applied consistently across the executive team. The Committee selected measures which it viewed as transparent, rigorously financial, and directly linked to operating execution. For the 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. The payout framework was intentionally structured to require meaningful performance before substantial incentive value could be earned, with reduced payouts at threshold performance, target payouts only for delivery against planned objectives, and higher payouts reserved for materially stronger performance. 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. No payout on either measure is earned if the performance is below threshold for pretax income. The Compensation Committee also retained discretion to apply an individual performance modifier of up to plus or minus 20%, subject to the overall 200% maximum, to reflect individual underperformance or exceptional contributions to the organization. As described in greater detail below, this design supported alignment between fiscal 2026 bonus outcomes and Company results by directly linking cash incentive funding to measurable financial performance rather than discretionary assessments alone. Based on these considerations, the Compensation Committee approved fiscal 2026 annual performance-based cash bonuses as described below under “Key Components of Fiscal 2026 Compensation – Annual Performance-Based Cash Bonuses.”
Fiscal 2026 Long-Term Incentive Stock Awards
Fiscal 2026 Long-Term Incentive Stock Awards In August 2025, the Compensation Committee introduced a new long-term equity award program for the named executive officers. Under the 2026 Long-Term Incentive Program (“LTI Program”), the Committee structured these awards to balance retention with performance accountability and to strengthen alignment with long-term stockholder outcomes. The program consisted of a mix of time-based restricted stock units and performance-based restricted stock units. The Committee adopted the 2026 LTI Program, which incorporated feedback from stockholders, to create a program consistent with market best practices. Following a review of market practice, alternative award structures, and input from its independent compensation consultant, Frederic W. Cook & Co., Inc. (“FW Cook”) the resulting structure reflects a balanced and stockholder-oriented approach to long-term incentives. The Committee believes this combination of service-based and performance-based equity awards advances several important compensation objectives: retaining key leaders through a multi-year transformation period, linking a meaningful portion of long-term compensation to performance outcomes, and increasing management’s direct alignment with long-term stockholder value creation. Additional details regarding the design, vesting provisions, and termination treatment of the 2026 LTI Program are provided below under “Key Components of Fiscal 2026 Compensation – Long-Term Incentive Stock Awards.”
Compensation Governance Practices
| What We Do | • | Emphasize performance-based, at-risk compensation | | | • | Maintain a balanced mix of short- and long-term incentives | | | • | Engage an independent compensation consultant | | | • | Require meaningful stock ownership by executives and directors | | | • | Maintain a “clawback” policy for incentive compensation | | | • | Hold annual advisory “say-on-pay” votes | | | • | Conduct an annual compensation risk assessment | | What We Don’t Do | • | No excise tax gross ups other than for certain relocation expenses | | | • | No “single trigger” change of control benefits | | | • | No dividends or dividend equivalents on unearned stock awards | | | • | No hedging or pledging of our stock by executives or directors | | | • | No excessive perquisites | | | • | No uncapped incentive awards |
Objectives and Compensation Principles
| • | Provide competitive compensation opportunities |
Objectives and Compensation Principles
| • | Link annual incentives to key financial results |
Objectives and Compensation Principles
| • | Align long-term equity awards with stockholder returns |
Objectives and Compensation Principles
| • | Encourage long-term ownership of Company stock |
Our Compensation Process
| • | The Compensation Committee is independent and utilizes an independent compensation consultant. |
Our Compensation Process
| • | Compensation for our executive officers represents a balanced mix of short-term, long-term and at-risk compensation. |
Our Compensation Process
| • | The maximum amount payable under the annual performance-based bonuses is capped at 200% of target. |
Our Compensation Process
| • | Our LTI Programs are comprised of equity awards in order to directly align the interests of our executive officers with those of our stockholders. |
Our Compensation Process
| • | The Company does not provide excise tax gross-up if there were to be a change-in-control severance event. |
Significant Policies and Procedures
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 2026, 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.
Market Benchmarking and Positioning of Fiscal 2026 Executive Compensation
Market Benchmarking and Positioning of Fiscal 2026 Executive Compensation We strive to provide compensation opportunities that are market competitive. For fiscal 2026, the Compensation Committee engaged FW Cook to review the Company’s executive compensation peer group and benchmark the executive compensation program using a custom peer group and third-party survey data. The Committee considers this benchmarking information when reviewing each major component of compensation. The peer group used for benchmarking purposes in setting fiscal 2026 compensation was selected using the following criteria:
Market Benchmarking and Positioning of Fiscal 2026 Executive Compensation
| • | Size as measured by revenue – we generally target companies with revenue one-third to three times our annual revenue. |
Market Benchmarking and Positioning of Fiscal 2026 Executive Compensation
| • | Size as measured by market capitalization – we generally target companies with market capitalization one-fourth to four times our market capitalization. |
Market Benchmarking and Positioning of Fiscal 2026 Executive Compensation
| • | Similar-type businesses – we generally target companies that are multinational, compete against us for talent and engage in businesses with similar technology, products and markets. |
Market Benchmarking and Positioning of Fiscal 2026 Executive Compensation
After considering the advice of FW Cook and the Committee’s criteria for the peer group, the Compensation Committee approved using the fiscal 2025 peer group without modification for fiscal 2026. The peer group included the following companies:
Market Benchmarking and Positioning of Fiscal 2026 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 | Stoneridge, Inc. | | Fabrinet | Littelfuse, Inc. | TTM Technologies, Inc. |
Market Benchmarking and Positioning of Fiscal 2026 Executive Compensation
In benchmarking our compensation program for fiscal 2026, the Compensation Committee also reviewed information compiled by FW Cook from major third-party executive pay surveys. As a general matter, the Compensation Committee targets total direct compensation—base salary, annual incentive opportunity, and long-term incentives—in the median range of competitive practice, with adjustments based on factors such as role, tenure, and individual experience and criticality to the business. The Compensation Committee also considers other relevant factors, including individual performance, experience, strategic value of each executive, retention and recruitment considerations, internal pay equity, Company performance, expected future contributions of each executive, historical compensation levels, tenure, promotions, and industry conditions. For benchmarking purposes, the analysis assumed target performance under performance-based awards.
Key Components of Fiscal 2026 Compensation
| Component | Purpose | | Base Salary | Attract, retain and motivate highly qualified executives. | | Annual Performance-Based Cash 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. | | Other Benefits and Perquisites | Provide competitive levels of health and welfare protection and retirement and savings programs made available to other similarly situated employees |
Key Components of Fiscal 2026 Compensation
Annual Performance-Based Cash Bonuses. The named executive officers participated in the fiscal 2026 annual cash incentive program. In approving target opportunities and performance measures, the Compensation Committee considered market practice, role-specific responsibilities, internal pay equity, retention goals, the Company’s strategy, the fiscal 2026 budget, and broader economic conditions. For officers other than the Chief Executive Officer, the Committee also considered management input, while retaining final authority over all decisions. The Compensation Committee set the target amount payable as a percentage of base salary as follows: Mr. DeGaynor, 125%; Ms. Kowalchik and Mr. Ullrich, 75%; Mr. Erwin, 70%, and Ms. Vyverberg, 66%. For all named executive officers, 70% of the target award was conditioned on attainment of a pre-tax income/loss 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. No payout is earned if performance is below threshold and no payout on either measure is earned if the performance is below threshold for pre-tax income. 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/loss portion of the cash bonus program were determined as follows:
Key Components of Fiscal 2026 Compensation
| Performance Level | Pre-Tax Income/Loss | Payment Level | | Maximum | $5,000,000 | 200% | | Target + | ($5,000,000) | 150% | | Target | ($9,000,000) | 100% | | Threshold | ($18,000,000) | 50% | | <Threshold | Less than $(18,000,000) | 0% |
Key Components of Fiscal 2026 Compensation
| Performance Level | Free Cash Flow | Payment Level | | Maximum | $50,000,000 | 200% | | Target + | $35,000,000 | 150% | | Target | $10,000,000 | 100% | | Threshold | $(15,000,000) | 50% | | <Threshold | Less than $(15,000,000) | 0% |
Key Components of Fiscal 2026 Compensation
| Executive | Target Bonus | Bonus Earned | | Jonathan DeGaynor | $1,281,250 | $2,562,500 | | Laura Kowalchik | $461,250 | $844,549 | | Lars Ullrich | $377,625 | $755,250 | | John Erwin | $304,938 | $609,875 | | Kerry Vyverberg | $306,636 | $561,451 |
Key Components of Fiscal 2026 Compensation
Long-Term Incentive Stock Awards. In August 2025, the Compensation Committee introduced a long-term incentive award program. The program awarded fifty percent time-based restricted stock units (“RSUs”) and fifty percent performance-based restricted stock units (“PSUs”) to the named executive officers under the 2026 Long-Term Incentive Program. The Committee adopted this structure after reviewing market practice, alternative design approaches, and investor feedback on prior programs. It believes the mix of performance-based and time-based awards supports retention, reinforces accountability for long-term performance, and aligns executives with stockholder interests. The time-based awards are subject to a three-year vesting period based on continued service, with 33%, 33% and 34% of each award vesting on each of the first three anniversaries of the grant date. Dividend equivalents will not be paid on the RSUs until the units have vested. At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the vesting period and the number of vested RSUs.
Key Components of Fiscal 2026 Compensation
| Executive | Time-Based RSUs (#) | | Jonathan DeGaynor | 328,520 | | Laura Kowalchik | 78,310 | | Lars Ullrich | 56,689 | | John Erwin | 31,324 | | Kerry Vyverberg | 29,595 |
Key Components of Fiscal 2026 Compensation
| Executive | ROIC Performance-Based PSUs (#)(1) | | | | | Threshold +200 bps Average ROIC Improvement | Target +300 bps Average ROIC Improvement | Maximum +500 bps Average ROIC Improvement | | Jonathan DeGaynor | 98,556 | 197,112 | 394,224 | | Laura Kowalchik | 23,493 | 46,986 | 93,972 | | Lars Ullrich | 17,007 | 34,013 | 68,026 | | John Erwin | 9,397 | 18,794 | 37,588 | | Kerry Vyverberg | 8,879 | 17,757 | 35,514 |
Key Components of Fiscal 2026 Compensation
| (1) The ROIC performance-based restricted stock units vest in accordance with the improvement in the average ROIC for the period from May 4, 2025 to April 29, 2028 over the 1.5% ROIC as of May 2025. |
Key Components of Fiscal 2026 Compensation
| Executive | TSR Performance-Based PSUs (#)(1) | | | | | Threshold 10% Annualized TSR | Target 15% Annualized TSR | Maximum 20% Annualized TSR | | Jonathan DeGaynor | 65,704 | 131,408 | 262,816 | | Laura Kowalchik | 15,662 | 31,324 | 62,648 | | Lars Ullrich | 11,338 | 22,676 | 45,352 | | John Erwin | 6,265 | 12,530 | 25,060 | | Kerry Vyverberg | 5,919 | 11,838 | 23,676 |
Key Components of Fiscal 2026 Compensation
| (1) The TSR performance-based restricted stock units vest in accordance with annualized TSR from May 4, 2025 to April 29, 2028. |
Key Components of Fiscal 2026 Compensation
In the event of an executive’s death or disability prior to the end of the three-year performance period, all unvested PSUs will become immediately and fully vested at target levels. In the event of an executive’s qualified retirement, the PSUs will vest (if at all) at the end of the performance period based upon actual performance. In the event an executive is terminated without cause, a prorated number of PSUs, based on the date of termination, will vest at the end of the performance period based on actual performance. In the event of a change in control of the Company prior to the end of the three-year performance period, in which either (a) the successor company does not assume or replace the PSUs or (b) the successor company assumes or replaces the PSUs and then the executive is terminated without cause or resigns for good reason within two years, any unvested PSUs will immediately vest at target performance levels. Other Benefits and Perquisites. Our U.S.-based executive officers are eligible to participate in the same broad-based employee benefit plans available to similarly situated employees, including medical, dental, vision, life insurance, disability, and, as applicable, the 401(k) savings plan, which includes a Company contribution equal to 3% of salary, subject to certain limitations. Our U.S.-based executive officers could also have participated in the Company’s non-qualified Deferred Compensation Plan, although none of the named executive officers participate nor has the Company made contributions on their behalf. The Deferred Compensation Plan is in the process of being closed and will be liquidated before the end of fiscal 2027. Our U.S.-based executive officers are eligible to receive an executive physical once per calendar year. Three named executive officers utilized this benefit during fiscal 2026. In addition, the Company agreed to provide Mr. DeGaynor and Ms. Kowalchik with temporary housing in Chicago and travel reimbursements. This benefit was eliminated upon the official announcement of the corporate headquarters relocation in May 2025. Potential Payments Upon Change of Control Or Termination. We maintain change-of-control arrangements for our named executive officers to promote leadership stability and continuity, particularly during periods of uncertainty. The Compensation Committee believes these arrangements support the interests of the Company and its stockholders by allowing executives to remain focused on business priorities without undue distraction. These agreements provide benefits only if both a qualifying change of control occurs and the executive’s employment is terminated without cause or the executive resigns for good reason within the specified protection period. No severance benefits are payable solely as a result of a change of control. In December 2025 upon review of previous practice, the Compensation Committee agreed to harmonize the change-of-control and severance agreements and bring them in line with market practices. In connection with that effort, at the request of the Committee, our named executive officers, other than the CEO, agreed to amend their prior change-of-control agreements. Under the revised change-of-control agreements, if a qualifying termination occurs within two years following a change of control (or during a pending change of control), the executive is entitled to:
Key Components of Fiscal 2026 Compensation
| • | A lump-sum payment equal to the same multiple of the executive’s target annual bonus for the fiscal year in which termination occurs; and |
Key Components of Fiscal 2026 Compensation
Executives are not entitled to a gross-up payment for excise taxes under our change of control agreements. In addition, change of control agreements are “double trigger” whereby these executives are only entitled to a severance payment if an executive is terminated without cause, or the executive terminates for good reason after a change of control. The amounts payable under the “Change in Control” row 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 units vested. Change of control provisions for these named executive officers are summarized below under “Executive Compensation − Potential Payments Upon Change of Control or Termination.” We have also entered into severance and retention agreements with each named executive officer that apply in the event of a termination without cause outside a change-of-control context. These agreements provide for:
Key Components of Fiscal 2026 Compensation
| • | Salary and target bonus continuation over a defined period (24 months for the Chief Executive Officer and 12 months for the other named executive officers); |
Key Components of Fiscal 2026 Compensation
| • | 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 |
Key Components of Fiscal 2026 Compensation
Equity awards and annual incentive awards also provide for specific treatment in the event of a change of control, death, disability, qualified retirement, or termination without cause. Depending on the circumstances, awards may vest in full, vest on a prorated basis, or remain subject to performance conditions through the end of the applicable performance period. Dividend equivalents, where applicable, are paid only on vested or earned awards. No payments or benefits are provided if an executive’s employment is terminated for cause or if the executive voluntarily resigns without good reason. Our change of control and severance provisions for these named executive officers are summarized below under “Executive Compensation-Potential Payments Upon Change of Control or Termination.”
Summary Compensation Table
Summary Compensation Table The following table sets forth certain summary information regarding the compensation awarded to, earned by or paid by us to, or for the account of, our named executive officers.
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 ($) | | Jonathan DeGaynor, President and Chief Executive Officer | 2026 | 1,018,269 | — | 4,456,045 | 2,562,500 | 53,941 | 8,090,755 | | | 2025 | 788,462 | — | 3,943,982 | 750,270 | 256,505 | 5,739,219 | | Laura Kowalchik, Chief Financial Officer | 2026 | 610,962 | — | 1,062,197 | 844,549 | 32,076 | 2,549,784 | | | 2025 | 343,846 | 390,000 | 1,585,091 | 342,000 | 52,670 | 2,713,607 | | Lars Ullrich, Senior Vice President, Global Automotive Business | 2026 | 495,827 | — | 768,930 | 755,250 | 14,733 | 2,034,740 | | | 2025 | 191,827 | 155,000 | 588,013 | 123,258 | 10,586 | 1,068,684 | | John Erwin, Chief Procurement and EHS Officer | 2026 | 432,765 | — | 424,880 | 609,875 | 19,594 | 1,487,114 | | | 2025 | 276,250 | — | 439,306 | 149,446 | 78,597 | 943,599 | | Kerry Vyverberg, General Counsel | 2026 | 459,801 | 425,000 | 401,427 | 561,451 | 18,026 | 1,865,705 | | | 2025 | 443,911 | — | — | 249,102 | 18,087 | 711,101 | | | 2024 | 425,500 | — | — | 168,498 | 2,513 | 596,512 |
Summary Compensation Table
| (1) The annual base salaries for our named executive officers for fiscal 2026 were as follows: Mr. DeGaynor, $1,025,000, Ms. Kowalchik, $615,000, Mr. Ullrich, $503,500; Mr. Erwin, $435,625; and Ms. Vyverberg, $464,600. Amounts reflected in the table as actually paid may differ from these base salaries due to payroll timing. |
Summary Compensation Table
| (2) In September 2023, the Compensation Committee granted a retention award to Ms. Vyverberg pursuant to which she was eligible to receive a cash incentive award of $425,000 if she remained employed by the Company with satisfactory job performance through September 12, 2025. |
Summary Compensation Table
| (3) Includes the grant date fair value of the time-based RSU awards and performance-based RSU awards determined in accordance with ASC 718. In the case of the performance-based RSU awards, this calculation differs from the calculation based on stock price on date of grant. Details of the assumptions used in valuing the awards are set forth in the footnotes to our audited financial statements included in our Annual Report on Form 10-K. Components of these share-based awards are summarized in the following table: |
Summary Compensation Table
| Executive | Value of Time-Based LTIP RSUs ($) | Value of Performance-Based LTIP RSUs at Target ($) | | Mr. DeGaynor | 2,128,810 | 2,327,235 | | Ms. Kowalchik | 507,449 | 554,748 | | Mr. Ullrich | 367,345 | 401,585 | | Mr. Erwin | 202,980 | 221,900 | | Ms. Vyverberg | 191,776 | 209,651 |
Summary Compensation Table
The time-based LTIP RSUs are subject to a three-year vesting period based on continued service and the performance-based LTIP awards are subject to an ROIC and a TSR-based vesting conditions over a three-year performance period. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis – Key Components of Fiscal 2026 Compensation – Long-Term Incentive Awards”.
Summary Compensation Table
| (4) Amounts reflect annual performance-based cash bonuses for fiscal 2026. Additional details regarding these bonus awards are set forth in “Compensation Discussion and Analysis – Key Components of Fiscal 2026 Compensation – Annual Performance-Based Bonuses.” |
Summary Compensation Table
| (5) Amounts included in All Other Compensation reflect the following for fiscal 2026: |
Summary Compensation Table
| Executive | Vested RSU Dividend Equivalents ($) | 401(k) Contribution ($) | Life Insurance & Executive Physical ($) | Phone Allowance ($) | | Mr. DeGaynor | 32,685 | 10,615 | 10,641 | 0 | | Ms. Kowalchik | 15,746 | 10,656 | 4,954 | 720 | | Mr. Ullrich | 5,169 | 6,146 | 3,418 | 0 | | Mr. Erwin | 7,183 | 10,659 | 1,032 | 720 | | Ms. Vyverberg | 5,589 | 10,685 | 1,032 | 720 |
Grants of Plan-Based Awards
Grants of Plan-Based Awards The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during the fiscal year ended May 2, 2026.
Grants of Plan-Based Awards
| Name | Approval/ Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(2) | | | All Other Stock Awards: Number of Shares of Stock or Units(3) | Grant Date Fair Value of Stock Awards ($)(4) | | | | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | Jonathan DeGaynor | 7/5/2025 | 640,625 | 1,281,250 | 2,562,500 | — | — | — | — | — | | | 8/8/2025 | — | — | — | 164,260 | 328,520 | 657,040 | 328,520 | 4,456,045 | | Laura Kowalchik | 7/5/2025 | 230,625 | 461,250 | 922,500 | — | — | — | — | — | | | 8/8/2025 | — | — | — | 39,155 | 78,310 | 156,620 | 78,310 | 1,062,197 | | Lars Ullrich | 7/5/2025 | 188,813 | 377,625 | 755,250 | — | — | — | — | — | | | 8/8/2025 | — | — | — | 28,345 | 56,689 | 113,378 | 56,689 | 768,930 | | John Erwin | 7/5/2025 | 152,469 | 304,938 | 609,875 | — | — | — | — | — | | | 8/8/2025 | — | — | — | 15,662 | 31,324 | 62,648 | 31,324 | 424,879 | | Kerry Vyverberg | 7/5/2025 | 153,318 | 306,636 | 613,272 | — | — | — | — | — | | | 8/8/2025 | — | — | — | 14,798 | 29,595 | 59,190 | 29,595 | 401,427 |
Grants of Plan-Based Awards
| (1) Reflects the annual performance-based cash bonus awards. Amounts earned in fiscal 2026 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 2026 Compensation – Annual Performance-Based Bonuses.” |
Grants of Plan-Based Awards
| (2) Reflects performance-based restricted stock units (“RSUs”) vesting based upon return on invested capital (ROIC) and total shareholder return (TSR) in the period from May 4, 2025 to April 29, 2028, subject to continued service. Additional detail regarding these awards is set forth in “Compensation Discussion and Analysis—Key Components of Fiscal 2026 Compensation—Long-Term Incentive Awards” and in footnote 3 to the Summary Compensation Table. |
Grants of Plan-Based Awards
| (3) Reflects time-based RSUs subject to a three-year vesting period based on continued service. Additional detail regarding these awards is set forth in “Compensation Discussion and Analysis – Key Components of Fiscal 2026 Compensation – Long-Term Incentive Awards” and in footnote 3 to the Summary Compensation Table. |
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. |
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 2, 2026.
Outstanding Equity Awards at Fiscal Year-End
| | Stock Awards | | | | | Name | Number of Shares or Units of Stock That Have Not Vested (#)(1) | Market Value of Share of Units of Stock That Have Not Vested ($)(6) | Equity Incentive Plan Awards: Numbers of Unearned Shares, Units or Other Rights That Have Not Yet Vested (#)(7) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Yet Vested ($)(6) | | Jonathan DeGaynor | 377,670(2) | 3,259,292 | 467,278(8) | 4,032,609 | | Laura Kowalchik | 142,581(3) | 1,230,474 | 122,131(8) | 1,053,991 | | Lars Ullrich | 82,535(3) | 712,277 | 69,233(8) | 597,481 | | John Erwin | 49,762(4) | 429,446 | 42,480(8) | 366,602 | | Kerry Vyverberg | 34,434(5) | 297,165 | 29,595 | 255,405 |
Outstanding Equity Awards at Fiscal Year-End
| (1) For all named executives, includes RSUs subject to a vesting period based on continued service vesting August 8th of 2026, 2027, 2028. Additional detail regarding these awards is set forth in “Compensation Discussion and Analysis – Key Components of Fiscal 2026 Compensation – Long-Term Incentive Awards.” |
Outstanding Equity Awards at Fiscal Year-End
| (2) Includes RSUs subject to a two-year vesting based on continued service, with one-half vested as of July 15, 2025 and one-half vesting as of July 15, 2026. Also includes RSUs subject to a three-year vesting period based on continued service, with remaining vesting of one-third vesting as of April 30th 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (3) Includes RSUs subject to a three-year vesting period based on continued service with one-third vesting as of the first three anniversaries of the grant date of October 1, 2024 for Ms. Kowalchik or December 2, 2024 for Mr. Ullrich. |
Outstanding Equity Awards at Fiscal Year-End
| (4) Includes RSUs subject to a two-year vesting based on continued service, with one-half vested as of September 11, 2025 and one-half vesting as of September 11, 2026. Also includes RSUs subject to a three-year vesting period based on continued service with one-third vesting as of the first three anniversaries of the grant date of September 11, 2024 and January 15, 2025. |
Outstanding Equity Awards at Fiscal Year-End
| (5) Includes RSUs subject to a five-year vesting period based on continued service with 30% having vested at the end of each of fiscal 2025 and fiscal 2026 and 40% vesting at the end of fiscal 2027. |
Outstanding Equity Awards at Fiscal Year-End
| (6) Calculated based on the closing price of the Company’s common stock on May 1, 2026 of $8.63 per share. |
Outstanding Equity Awards at Fiscal Year-End
| (7) For all named executives, includes performance-based restricted stock unit awards eligible for vesting based on the Company’s average ROIC and annualized TSR during the three-year period ending on April 29, 2028. Additional details regarding these awards are forth in “Compensation Discussion and Analysis – Key Components of Fiscal 2026 Compensation – Long-Term Incentive Awards.” Amounts reflect the number of shares earned at target performance. |
Outstanding Equity Awards at Fiscal Year-End
| (8) Includes performance-based restricted stock unit awards that vest based on the Company’s annualized TSR during the three-year period ending on May 1, 2027. Amounts reflect the number of shares earned at target performance. |
Option Exercises and Stock Vested
Option Exercises and Stock Vested The following table sets forth certain information regarding the vesting of restricted stock units during fiscal 2026.
Option Exercises and Stock Vested
| Name | Stock Awards Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Jonathan DeGaynor | 49,151 | 365,985 | | Laura Kowalchik | 32,135 | 244,226 | | Lars Ullrich | 12,922 | 107,253 | | John Erwin | 14,718 | 120,728 | | Kerry Vyverberg | 3,630 | 31,327 |
Option Exercises and Stock Vested
| (1) This column represents the value of restricted stock units that vested during fiscal 2026, based on the closing price of Methode’s common stock on the vesting date. |
Potential Payments Upon Change of Control or Termination
Potential Payments Upon Change of Control or Termination 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 and retention agreements and certain other benefit plans. Under the 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:
Potential Payments Upon Change of Control or Termination
| • | 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); |
Potential Payments Upon Change of Control or Termination
| • | 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 |
Potential Payments Upon Change of Control or Termination
| • | continued health benefits in the form of COBRA premium payments for a period of 18 months. |
Potential Payments Upon Change of Control or Termination
All our executive officers are parties to severance and retention agreements with the Company. Pursuant to these agreements, if we terminate the executive’s employment without cause the executive is entitled to the following:
Potential Payments Upon Change of Control or Termination
| • | 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); |
Potential Payments Upon Change of Control or Termination
| • | 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; |
Potential Payments Upon Change of Control or Termination
| • | 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 |
Potential Payments Upon Change of Control or Termination
| • | 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). |
Potential Payments Upon Change of Control or Termination
Additionally, in the event of 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 and annual performance-based bonus awards. 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 units vested.
Potential Payments Upon Change of Control or Termination
| Termination Scenario | Annual Performance- Based Bonus | Time-Based RSUs | Performance-Based RSUs | | Upon Change of Control | The target bonus is paid. | All awards are fully vested. | The fiscal 2025 awards vest based on actual performance as of the closing. The fiscal 2026 awards are fully vested at the target level of performance. | | Death or Disability | The target bonus is paid. | All awards are fully vested. | All awards are fully vested at the target level of performance. |
Potential Payments Upon Change of Control or Termination
| Termination Scenario | Annual Performance- Based Bonus | Time-Based RSUs | Performance-Based RSUs | | Qualified Retirement | A prorated bonus is paid based on the retirement date and year-end performance. | The fiscal 2025 or earlier vest pro rata based on the retirement date. The fiscal 2026 LTIP Awards are fully vested. | The fiscal 2025 awards will vest pro rata based on actual performance as of the original vesting date. The fiscal 2026 awards will vest based on actual performance as of the original vesting date. | | Termination Without Cause | Mr. DeGaynor, a prorated bonus is paid based on the date of termination and year-end performance. | The fiscal 2025 LTIP Awards for Messrs. DeGaynor, and Ullrich and Ms. Kowalchik vest pro rata based on the termination date. The fiscal 2026 LTIP Awards vest pro rata based on the termination date. Ms. Kowalchik and Mr. Ullrich will be credited with an additional year of service. All other awards are forfeited. | For Messrs. DeGaynor, and Ullrich and Ms. Kowalchik a prorated number of fiscal 2025 awards will be eligible for vesting based on actual performance as of the original vesting date. The fiscal 2026 awards will be eligible for pro rata vesting based on the termination date and actual performance as of the original vesting date. All other awards are forfeited. |
Potential Payments Upon Change of Control or Termination
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 upon termination or a change of control of Methode. The amounts shown assume that such termination or change of control occurred on May 1, 2026, the last trading day of our 2026 fiscal year, and reflect the closing price of our common stock on such date of $8.63. The table below does not reflect amounts payable pursuant to plans or arrangements that are available generally to salaried employees. In addition, the table does not reflect delivery of common stock underlying vested restricted stock units.
Potential Payments Upon Change of Control or Termination
| Name | Termination Scenario | Salary and Bonus Severance ($) | Annual Performance- Based Bonus ($)(4) | Vesting of Time-Based RSUs ($)(1) | Vesting of Performance- Based RSUs ($)(1)(4) | Health and Welfare Benefits ($)(2) | | Mr. DeGaynor | Upon Change of Control | 0 | 1,281,250 | 3,340,026 | 4,184,201 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(3) | 6,918,750 | 0 | 0 | 0 | 44,450 | | | Death or Disability | 0 | 1,281,250 | 3,340,026 | 4,184,201 | 0 | | | Qualified Retirement | 0 | 1,281,250 | 3,020,504 | 3,664,549 | 0 | | | Termination Without Cause | 4,612,500 | 1,281,250 | 700,047 | 1,475,215 | 44,450 | | | Resignation | 0 | 0 | 0 | 0 | 0 | | Ms. Kowalchik | Upon Change of Control | 0 | 461,250 | 1,283,354 | 1,097,540 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(3) | 2,152,500 | 0 | 0 | 0 | 26,469 | | | Death or Disability | 0 | 461,250 | 1,283,354 | 1,097,540 | 0 | | | Qualified Retirement | 0 | 461,250 | 870,318 | 920,842 | 0 | | | Termination Without Cause | 1,076,250 | 0 | 611,210 | 398,966 | 17,646 | | | Resignation | 0 | 0 | 0 | 0 | 0 | | Mr. Ullrich | Upon Change of Control | 0 | 377,625 | 733,703 | 614,017 | 0 | | | Resignation for Good Reason/ Termination Without Cause Following Change of Control(3) | 1,762,250 | 0 | 0 | 0 | 44,450 | | | Death or Disability | 0 | 377,625 | 733,703 | 614,017 | 0 | | | Qualified Retirement | 0 | 377,625 | 549,644 | 560,962 | 0 | | | Termination Without Cause | 881,125 | 0 | 340,835 | 183,173 | 29,633 | | | Resignation | 0 | 0 | 0 | 0 | 0 | | Mr. Erwin | Upon Change of Control | 0 | 304,938 | 445,856 | 379,491 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(3) | 1,481,125 | 0 | 0 | 0 | 16,760 | | | Death or Disability | 0 | 304,938 | 445,856 | 379,491 | 0 | | | Qualified Retirement | 0 | 304,938 | 363,086 | 334,917 | 0 | | | Termination Without Cause | 740,563 | 0 | 66,749 | 66,901 | 11,173 | | | Resignation | 0 | 0 | 0 | 0 | 0 | | Ms. Vyverberg | Upon Change of Control | 0 | 306,636 | 310,121 | 260,436 | 0 | | | Resignation for Good Reason/Termination Without Cause Following Change of Control(3) | 1,542,472 | 0 | 0 | 0 | 0 | | | Death or Disability | 0 | 306,636 | 310,121 | 260,436 | 0 | | | Qualified Retirement | 0 | 306,636 | 285,733 | 260,436 | 0 | | | Termination Without Cause | 771,236 | 0 | 63,064 | 63,208 | 0 | | | Resignation | 0 | 0 | 0 | 0 | 0 |
Potential Payments Upon Change of Control or Termination
| 1) | Amounts include an amount equal to the cash dividends declared during the period from the date of grant thru May 2, 2026, multiplied by the number of units vested. |
Potential Payments Upon Change of Control or Termination
| 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. |
Potential Payments Upon Change of Control or Termination
| 3) | These amounts are in addition to amounts payable under the preceding row “Upon Change of Control.” |
Potential Payments Upon Change of Control or Termination
| 4) | Assumes the target level of performance is achieved. |
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 2026 of our Chief Executive Officer, Mr. Jonathon DeGaynor. To calculate the pay ratio for fiscal 2026, we used the same employee population data from fiscal year 2024, as there were no significant changes in fiscal 2025 or 2026 to 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. The employee who was previously identified as the median employee for our fiscal 2025 disclosure remained with the Company. 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. For purposes of calculating the pay for the median employee, we considered the annual base salary as of $6,202, 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 $11,926 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 $8,090,756. Based on these calculations, the pay ratio between our CEO and median employee is 678 to 1. The assumptions used in the calculation of our estimated pay ratio are specific to our company and our employee population. As such, our pay ratio may not be comparable to the pay ratios of other companies, including companies in our compensation peer group.
PAY VS. PERFORMANCE
PAY VS. PERFORMANCE As required by SEC rules, we are providing the following information regarding the relationship between executive compensation and our financial performance for each of the last five completed fiscal years. In determining the “compensation actually paid” to our named executive officers in the table below, we are required to make various adjustments to amounts reported in the Summary Compensation Table for this year and in previous years, as the SEC’s valuation methods for this section differ from those required in the Summary Compensation Table. The “compensation actually paid” data reflected in the table below may not reflect amounts actually realized by our named executive officers. For information concerning the decisions made by our Compensation Committee with respect to compensation for the named executive officers for each fiscal year, please see the Compensation Discussion and Analysis sections of this proxy statement and the proxy statements for the other fiscal years covered in the table below. A significant portion of “compensation actually paid” amounts shown relates to changes in values of unvested awards over the course of the reporting year. These unvested awards remain subject to significant risk from forfeiture conditions and possible future declines in value based on changes in our stock price. The ultimate values actually realized by our named executive officers from unvested equity awards will not be determined until the awards fully vest.
PAY VS. PERFORMANCE
| Fiscal Year | SCT Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2) | SCT Total for Interim PEO ($) | Compensation Actually Paid for Interim PEO | SCT Total for Former PEO #1 ($)(1) | Compensation Actually Paid to Former PEO #1 ($)(2) | SCT Total for Former PEO #2 ($)(1) | Compensation Actually Paid to Former PEO #2 ($)(2) | Average SCT 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 Million)(6) | Pre-Tax Income ($ In Million)(7) | | | | | | | | | | | | | Total Shareholder Return($)(4) | Peer Group Total Shareholder Return ($)(5) | | | | 2026 | 8,090,756 | 10,006,757 | — | — | — | — | — | — | 1,984,336 | 2,332,296 | 22 | 304 | (35.7) | (10.7) | | 2025 | 5,739,219 | 3,286,285 | 718,609 | 718,609 | 677,365 | (1,093,032) | — | — | 1,200,082 | 984,535 | 17 | 128 | (62.6) | (50.1) | | 2024 | — | — | — | — | 4,017,227 | 2,662,627 | 2,206,047 | (5,346,078) | 807,926 | 228,210 | 29 | 125 | (123.3) | (128.1) | | 2023 | — | — | — | — | — | — | 3,088,086 | 1,730,586 | 1,213,051 | 960,800 | 94 | 100 | 77.1 | 90.1 | | 2022 | — | — | — | — | — | — | 2,297,776 | 2,177,776 | 933,371 | 907,572 | 101 | 96 | 102.2 | 118.5 |
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. |
PAY VS. PERFORMANCE
| (2) The chart below details the additions to and deductions from the total compensation reported for Mr. DeGaynor 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 2026. |
PAY VS. PERFORMANCE
| | PEO ($) | Average of other NEOs ($) | | Summary Compensation Table Total | 8,090,756 | 1,984,336 | | Adjustments: | | | | Deduction for amounts reported under the “Stock Awards” column in the Summary Compensation Table | 4,456,045 | 664,358 | | 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 | 6,249,764 | 931,787 | | Increase based on ASC 718 fair value of awards granted during fiscal year that vested during fiscal year, determined as of vesting date | 0 | 0 | | 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 | 105,268 | 61,685 | | 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 | 17,014 | 18,847 | | 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 | 0 | 0 | | Compensation Actually Paid | 10,006,757 | 2,332,296 |
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 |
PAY VS. PERFORMANCE
the following: fiscal 2026 – Ms. Kowalchik, Mr. Ullrich, Mr. Erwin and Ms. Vyverberg; 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 – Mr. Tsoumas, Mr. Khoury, Ms. Barry and Mr. Martin.
PAY VS. PERFORMANCE
| (4) Total Shareholder Return (TSR) assumes that $100 was invested in the Company’s common stock beginning on May 2, 2021 and that all dividends and distributions were reinvested on a quarterly basis. |
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 2026 Executive Compensation.” Peer group TSR is calculated under the same assumptions as Company TSR. |
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. |
PAY VS. PERFORMANCE
| (7) Pre-tax income 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 Pre-Tax Income reconciliation for our fiscal year 2026 can be found in our fourth quarter fiscal 2026 earnings release included as Exhibit 99.1 to the Company’s Current Report on Form 8-K furnished with the SEC on June 24, 2026. |
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 four items listed below are the most important financial performance measures we used in fiscal 2026 to determine compensation for our named executive officers, as further described above in the Compensation Discussion and Analysis section under “Key Components of Fiscal 2026 Compensation.”
PAY VS. PERFORMANCE
| • | Pre-tax income |
PAY VS. PERFORMANCE
| • | Free cash flow |
PAY VS. PERFORMANCE
| • | Return on invested capital |
PAY VS. PERFORMANCE
| • | Total shareholder return |