SEC Form DEF 14A filed by Methode Electronics Inc.

The 2025 Annual Meeting of Stockholders of Methode Electronics, Inc. (“Methode” or the “Company”) will be held on ‎Wednesday, September 17, 2025, at 11:00 a.m., Central Daylight Time‎. The 2025 Annual Meeting will be a virtual meeting conducted via live webcast. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/MEI2025 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

At the Annual Meeting, stockholders will be asked to consider and vote on the following matters, each as more fully described in the accompanying proxy statement:

Only stockholders of record at the close of business on July 24, 2025, the record date, are entitled to notice of and to vote at the Annual Meeting. Your vote is important. Whether or not you plan to attend the Annual Meeting, you are requested to vote your shares via the internet, by telephone or by completing and returning the proxy card if you requested paper copies of the Company’s proxy materials. Any person giving a proxy has the power to revoke it at any time prior to the Annual Meeting and stockholders who attend the Annual Meeting may withdraw their proxies and vote online at the Annual Meeting.

This proxy statement is being furnished by and on behalf of the Board of Directors of Methode Electronics, Inc. (“Methode” or the “Company”), in connection with the solicitation of proxies to be voted at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The 2025 Annual Meeting will be a virtual meeting conducted via live webcast.‎

We are furnishing the proxy materials for the Annual Meeting through the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”). The Notice and Access Card was mailed on August 1, 2025 to stockholders of record as of July 24, 2025. Please visit the website www.proxyvote.com to view electronic versions of this proxy statement and our 2025 Annual Report on Form 10-K, and to request electronic delivery of future proxy materials.

The Annual Meeting will be held at ‎11:00 a.m., Central Daylight Time‎, on Wednesday, September 17, 2025‎. The Annual Meeting will be a virtual meeting via live webcast on the internet.

Only stockholders as of the close of business on July 24, 2025, the record date, will be able to attend the Annual Meeting and to vote and submit questions during the meeting. On the record date‎, there were 35,217,142 shares of Methode common stock outstanding.

The annual meeting will be held entirely online. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by logging in to www.virtualshareholdermeeting.com/MEI2025. For record holders of shares, you will need to use the 16-digit control number included in the ‎Notice and ‎Access Card or on your proxy card. For beneficial owners of shares held through a broker, bank or other nominee, you will need to use the control number issued to you through your broker, bank or other nominee in the voting instruction form that accompanied your ‎proxy materials. Even if you plan to participate in the meeting, we recommend that you vote in advance by using one of the methods described in the proxy materials, in case you later change your mind and determine not to participate in the meeting.

To vote your shares without attending the Annual Meeting, please follow the instructions for internet or telephone voting on the Notice and Access Card. You will need the 16-digit control number included on your Notice and Access Card to authorize a proxy ‎‎to vote your shares via the internet or by telephone. You can authorize a proxy to vote your shares at any time prior to 10:59 p.m., Central Daylight Time, on September 16, 2025, the day before the Annual ‎Meeting.‎ ‎‎If you request printed copies of the proxy materials by mail, you may also vote by signing your proxy card and returning it by mail or following the alternative instructions on your proxy card.‎

If your shares are held in a brokerage account or by a bank or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you are the beneficial owner of shares held in street name, the Notice and Access Card or proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other nominee who is considered, with respect to those shares, the stockholder of record. As the beneficial owner,

you have the right to direct your broker, bank, or other nominee on how to vote your shares by following their instructions for voting. Beneficial owners of shares held in street name should generally be able to vote by telephone or via the internet or by signing, dating and returning a voting instruction form. However, the availability of telephone and internet voting will depend on the voting process of your broker, bank or other nominee. If your broker provides you with a 16-digit control number found on the voting instruction form, you may also vote your shares by signing in with your 16-digit control number and voting at the Annual Meeting.

Each share of Methode common stock that you own entitles you to one vote.

At the Annual Meeting, stockholders are being asked to consider and vote on the following three proposals:

The Board of Directors recommends that you vote “FOR” each of Methode’s nominees for director (Proposal 1), ‎‎“FOR” the ratification of EY as our independent registered public accounting firm ‎(Proposal 2) and ‎“FOR” the Say-on-Pay Proposal ‎(Proposal 3).‎

If you submit a proxy without indicating your vote on any matter, the designated proxies will vote for each of the director nominees in Proposal 1, and in favor of Proposals 2, and 3.‎

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee has not received instructions from the beneficial owner‎ and does not have discretionary voting power. Under the rules of the New York Stock Exchange (the “NYSE”), brokerage firms have the authority to cast votes on certain “routine” matters if they do not receive instructions from their customers. The auditor ratification proposal (Proposal 2) is considered a “routine” matter and your shares may be voted on such proposal if they are held in the name of a ‎brokerage firm even if you do not provide voting instructions.‎ The other proposals being considered and voted on at the Annual Meeting are “non-routine” matters for which brokers may not vote absent voting instructions from the beneficial owner.

For the election of directors (Proposal 1), the auditor ratification proposal (Proposal 2), and the Say-on-Pay Proposal (Proposal 3), stockholders may vote ‎‎“for,” “against,” or “abstain” from voting. The affirmative vote of a majority of the stock having voting power present or represented by proxy ‎at the Annual Meeting is required to approve each of these proposals. While broker non-votes will be considered as present at the Annual Meeting for quorum purposes, they will not be counted for purposes of determining the number of shares having voting power with respect to the election of directors ‎(Proposal 1) or the Say-on-Pay Proposal ‎(Proposal 3)‎. Abstentions will be considered as present but will not be considered as votes in favor of any ‎proposal. Consequently, abstentions have the effect of voting against each of Proposals 1, 2 and 3, while broker non-votes will have no effect as to voting for or against Proposal 1 or Proposal 3.‎

‎The presence, in person or by proxy, of the holders of a majority of the outstanding shares of Methode’s common ‎stock is necessary to constitute a quorum at the Annual Meeting. Broker non-votes and abstentions will be considered present for the purpose of determining whether we have a quorum.

At the time the Notice and Access Cards were mailed to our stockholders, we were not aware of any matters to be properly presented at the Annual Meeting other than those referred to in this proxy statement. If other matters are properly presented at the Annual Meeting, and you are a stockholder of record and have authorized a proxy to vote your shares, the persons named as proxies will have the discretion to vote on those matters for you.

Yes. You may revoke your proxy by notifying our Corporate Secretary in writing that you wish to revoke your proxy at ‎the following address: Methode Electronics, Inc., 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois ‎‎60631, Attention: Corporate Secretary. You may also revoke your proxy by submitting a later dated and properly ‎executed proxy (including by means of the telephone or internet) or by voting at the Annual Meeting. New paper proxy cards should be sent to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY ‎‎11717.‎ Your attendance at the virtual Annual Meeting will not, by itself, revoke a proxy previously authorized by you. We will honor the proxy card or authorization with the latest date. If you are a beneficial stockholder holding in street name, your broker, bank or other nominee can provide you with instructions on how to change your vote, or you can vote at the Annual Meeting using the control number provided to you by your broker, bank or other nominee.

Under the ‎“Notice and Access” rules of the Securities and Exchange Commission (the “SEC”), we are permitted to furnish proxy materials to our stockholders by providing access to such documents on the internet instead of mailing printed copies. The Notice and Access Card mailed to our stockholders provides instructions regarding how to access and review all the proxy materials on the internet. The Notice and Access Card also instructs you as to how you may authorize a proxy to vote your shares via the internet or by telephone. If you would like to receive a paper copy of our proxy materials, you should follow the instructions for requesting such materials printed on the Notice and Access Card.

We intend to announce preliminary voting results at the Annual Meeting and disclose final voting results in a Current Report on Form 8-K filed with the SEC within ‎four business days following the Annual Meeting.‎

Methode will pay for this proxy solicitation. Our directors, officers or other regular employees may solicit proxies by telephone, by e-mail or in person. No additional compensation will be paid to directors, officers, and other regular employees for such services.

We are sending only one copy of our Notice and Access Card and, if applicable, our proxy materials, to stockholders who share the same last name and address, unless they have notified us that they want to continue receiving multiple copies. This practice is known as “householding.” Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. If you received a householded mailing this year and you would like additional copies of our Notice and Access Card and proxy materials, if you would like to participate in householding or if you would like to opt out of householding, please contact us at: 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois 60631, Attention: Corporate Secretary, or telephonically at 708-867-6777.

We are committed to maintaining high standards of corporate governance in order to serve the long-term interests of Methode and our stockholders.

Our Nominating and Governance Committee conducts an annual review and makes a recommendation to the full Board as to whether each of our director nominees meets the applicable independence standards of the SEC and the NYSE. The Board has determined that all of our directors are independent under the applicable standards, except for Jonathan DeGaynor, our President and Chief Executive Officer. Mr. DeGaynor’s lack of independence relates solely to his service as an executive officer and is not due to any other transactions or relationships.

In addition, our Board of Directors has determined that each member of our Audit Committee, our Compensation Committee and our Nominating and Governance Committee satisfies the applicable independence standards of the SEC and the NYSE for service on those committees.

Following a review of the Board’s overall structure in 2025, our Board of Directors determined that its optimum size considering the Company’s current needs is seven directors, a reduction from its current size of ten. Consequently, as noted below under “Proposal One—Election of Directors”, the size of the Board will be reduced to seven directors as of the date of the Annual Meeting.

The following chart sets forth the membership, principal functions and number of meetings held in fiscal 2025 for our Audit Committee, Compensation Committee and Nominating and Governance Committee.

Our Executive Committee is authorized to act with the full authority of the Board, in intervals between meetings of the Board, except to the extent such authority has been limited in the Executive Committee Charter. The members of the Executive Committee consist of the Chairman of the Board and the Chairs of each of the Audit Committee, the Compensation Committee and the Nominating and Governance Committee. The Executive Committee did not meet in fiscal 2025.

Our committees operate pursuant to charters adopted by the Board. Our committee charters and our Corporate Governance Guidelines are available on the Investors page of our website at methode.com or in print upon any stockholder’s request.

During fiscal 2025, our Board of Directors held ten meetings, and no director attended less than 75% of the aggregate of the total number of meetings of our Board and the total number of meetings held by the respective committees on which he or she served. Under our Corporate Governance Guidelines, our directors are expected to attend Board and stockholder meetings and meetings of committees on which they serve. Our directors are expected to meet as frequently as necessary to properly discharge their responsibilities.

Our independent directors hold regularly scheduled executive sessions at which only independent directors are present. Pursuant to our Corporate Governance Guidelines, our Chairman of the Board is the Presiding Director of such sessions.

The Board of Directors has determined that having an independent director serve as Chairman of the Board is in the best interests of our stockholders‎. This structure provides for a greater role for the independent directors in the oversight of Methode and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board. Mark D. Schwabero was appointed to serve as Chairman of the Board following our 2024 Annual Meeting of Stockholders.

The Nominating and Governance Committee oversees the annual Board and committee evaluation process. In fiscal 2025, the Board engaged outside legal counsel to hold individual interviews with each Board member and consolidate their feedback for discussion with the full Board. In connection with the interviews, the directors were provided an outline of key topics for discussion, including Board and committee practices, processes and skills, and opportunities for improvement. Using the aggregated results of the interviews, outside legal counsel held a discussion with the full Board during an executive session.

The Company believes that ongoing education is important for the ability of our directors to fulfill their duties and supports our Board members in continuing education throughout their service with Methode. The Company encourages directors to participate in external director education programs and reimburses directors for the expenses of their attendance. Internal and external specialists also provide the Board with educational sessions during our regular Board meetings.

Our Board of Directors has oversight responsibility for our strategic and operational risks, including risks relating to cybersecurity policies and practices. Our Board and committees review information regarding Methode’s markets, competition, and financial risks, as well as risks associated with Methode’s operations throughout the world. Our Audit Committee discusses with management Methode’s major financial risk exposures and the steps management has taken to monitor and control such exposures and reviews the process by which risk is managed and assessed. Our Nominating and Governance Committee oversees the Company’s Enterprise Risk Management (ERM) program. Our Compensation Committee evaluates risks arising from Methode’s compensation practices and policies. The entire Board of Directors is regularly informed about the risk management policies and practices monitored by the various committees.

Our Chief Information Officer and Chief Information Security Officer provides quarterly reports to the Board about our strategy, programs, incidents and threats, and other developments and action items related to cybersecurity.

The Compensation Committee monitors the mix and design of the elements of executive compensation and believes that our compensation programs do not encourage management to assume excessive risks. We believe that risks arising from our compensation policies and practices for our employees are not reasonably likely to have a material adverse effect on Methode.

Our Nominating and Governance Committee is responsible for identifying and recommending to our Board of Directors individuals qualified to become directors consistent with criteria approved by our Board. In considering potential candidates for our Board, including with respect to nominations for re-election of incumbent directors, the Committee considers the potential candidate’s integrity and business ethics; strength of character, judgment and experience consistent with our needs; specific areas of expertise and leadership roles; and the ability to bring diversity to our Board. The Committee seeks an appropriate balance between newer directors and longer-serving directors. While the Nominating and Governance Committee charter and our Corporate Governance Guidelines do not prescribe diversity standards, the Committee considers diversity in the context of the Board as a whole, including whether the potential candidate brings complementary skills and viewpoints.

The Committee also considers the ability of the individual to allocate the time necessary to carry out the tasks of Board membership, including membership on appropriate committees. We believe that our directors’ outside directorships enable them to contribute valuable knowledge and experience to the Board. Nonetheless, the Board is sensitive to the potential for overboarding to compromise the ability of these directors to effectively serve on our Board and committees. Our Corporate Governance Guidelines limit each director’s service on the boards of public companies to no more than three other boards. Our Audit Committee Charter limits each member’s service on audit committees of public companies to no more than two other audit committees, unless approved by the Board.

The Committee has adopted a process for identifying new director candidates. Recommendations may be received by the Committee from various sources, including directors and Company contacts. The Committee has used a search firm to assist with the independent director recruitment process and has sole authority to retain and terminate any such search firm and approve the search firm’s fees.

The Committee will also consider suggestions from our stockholders. Stockholders may recommend candidates at any time, but the Committee requires recommendations for election at our Annual Meeting to be submitted to the Committee no later than 120 days before the first anniversary of the date of the proxy statement from the previous year’s Annual Meeting. The written notice must include (i) the name, age, address and principal occupation or employment of the proposed nominee, (ii) the number of shares of our common stock owned by such nominee, (iii) a statement that the nominee is willing to be nominated, and (iv) any other information required in a proxy statement under the SEC’s rules. Recommendations must be sent to the Nominating and Governance Committee, Methode Electronics, Inc., 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois 60631. Any recommendations from stockholders will be evaluated in the same manner that potential nominees suggested by directors or Company contacts are evaluated. Information regarding the requirements to nominate a director at our 2026 Annual Meeting is set forth below under “Other Information—Stockholder Proposals and Director Nominations.”

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

The Company is committed to being a responsible steward to the environment, its employees, and the communities in which it operates, and conducting its operations in an ethical manner with honesty and integrity. Guided by these principles and with Board oversight, we are implementing and continuously improving our Environmental, Social and Governance (ESG) strategy.

Environmental Stewardship. The Company practices responsible environmental management to protect its employees, customers, communities, and the environment. This includes:

As part of this effort, we have numerous programs in place at our global locations to reduce waste generation, improve waste sorting and increase waste diversion from landfills. We are dedicated to pursuing environmentally sustainable practices through initiatives such as utilizing reusable shipping containers and vertically integrated manufacturing to reduce logistics. We have a process in place to monitor the environmental practices at our global facilities via periodic third-party audits.

We are committed to reducing greenhouse gas (GHG) emissions associated with our energy consumption and mobile sources at our manufacturing facilities. Projects include implementing energy efficiency measures in indoor locations, installing on-site solar, and continuing the electrification of our diesel and gasoline powered equipment and vehicles.

Workplace and Community. The Company takes pride in its relationships with its employees, suppliers, and customers and the communities in which it operates.

Values and Ethics. Our corporate culture is committed to doing business with integrity, teamwork, and performance excellence. Our core values include innovation, continuous improvement, passion, and a sense of urgency. Our Code of Business Conduct and our Anti-Corruption Policy address topics such as anti-corruption, discrimination, human rights, anti-slavery, trade, harassment, privacy, appropriate use of company assets, protecting confidential information, and reporting violations anonymously. These policies have been translated into multiple languages and are posted on our website at methode.com. In addition, our U.S. employees complete annual training on the prevention of discrimination, harassment, and sexual harassment and learn how to identify, report, and stop these harmful situations. We also offer an anonymous hotline for employees or other parties to utilize when reporting concerns or potential violations.

Workplace Safety and Health. The success of our business is fundamentally connected to the well-being of our employees. We maintain a work environment with a safety culture grounded on the premise of eliminating workplace incidents, risks, and hazards. We have practices in place to help eliminate safety events and reduce their frequency and severity, and our employees are trained on safety-related topics. Employees are empowered to report safety concerns or other observations without fear of reprisal. We have a process in place to monitor the safety practices at our global facilities via periodic third-party audits.

Human Rights and Community Relations. The Company is committed to upholding the human rights and dignity of all persons in both our ‎business operations and our global supply chain. The Company does not tolerate any forms of ‎modern slavery, including human trafficking, forced or indentured labor, prison labor, child labor, illegal ‎employment conditions or any other forms of illegal employment practices or violations of ‎employment laws.

Diversity and Inclusion. As highlighted in our Diversity & Inclusion Statement available on our corporate website, we believe that diversity and inclusion are business imperatives that will enable us to build and empower our future workforce. We strive to maintain a diverse and inclusive workforce that reflects our global customer base and the communities that we serve.

Responsible Governance. We are committed to maintaining high standards of corporate governance in order to serve the long-term interests of Methode and our stakeholders. Our corporate governance policies promote transparency and accountability. Our governance policies address topics such as anti-corruption, discrimination, human rights, anti-slavery, trade compliance, harassment, privacy, appropriate use of company assets, safeguarding confidential information, and a process to report violations anonymously.

Board of Directors. As highlighted above, we have strong corporate governance practices, including engaged independent directors and committee members, an independent Chairman of the Board and annual board and committee self-evaluations. Our Board of Directors reflects an effective mix of diverse perspectives and business expertise. Additionally, our Board is responsible for overall risk oversight of the Company, which includes certain environmental, social, supply chain, cybersecurity, and other governance matters.

Business Ethics. The Company strives to conduct business in an honest, ethical, and responsible manner. We maintain a Code of ‎Business Conduct that applies to all employees globally, covering all controlled Methode subsidiaries. We also expect our suppliers, contractors, agents, and ‎representatives to abide by the same high standards when conducting business with or on behalf of ‎the Company. Methode is committed to compliance with foreign, federal, state, and local laws and ‎regulations.

Supply Chain Standards. The Company’s supply chain team seeks suppliers who will maintain the Company’s ethical business values. The Company has adopted a Supplier Code of Conduct which includes topics such as anti-corruption, discrimination, health and safety, protecting confidential information, and legal compliance. It also encourages the responsible sourcing of raw materials, including through our Conflict Minerals Policy.

Product Innovation. Methode is a leading global supplier of custom-engineered solutions with sales, engineering and ‎manufacturing locations in North America, Europe, Middle East, and Asia. We design, engineer, and ‎produce mechatronic products for original equipment manufacturers (OEMs) utilizing our broad range ‎of technologies for user interface, LED lighting system, power distribution and sensor applications. Our ‎solutions are found in the end markets of transportation (including automotive, commercial vehicle, e-‎bike, aerospace, bus and rail), cloud computing infrastructure, construction equipment, and consumer ‎appliance. Our business is managed on a segment basis, with those segments being Automotive, Industrial and Interface. We supply electronic and electro-mechanical devices and related products to automobile OEMs, either ‎directly or through their tiered suppliers, including solutions for the electric vehicle (EV) market to accelerate the green transition.‎

Additional Information. Additional information regarding our activities related to environmental, social and governance initiatives can be found in our 2025 Corporate Social Responsibility Report, which is located on our website at methode.com. Please note that like other information on, or accessible through, our corporate website, our Corporate Social Responsibility Report is not part of our proxy solicitation materials nor is it incorporated by reference herein.

The Annual Meeting provides an opportunity each year for stockholders to ask questions of, or otherwise communicate directly with, members of our Board of Directors on appropriate matters. All our directors except for Mr. Pantaleo attended the 2024 Annual Meeting. We anticipate that all our director nominees will attend the 2025 Annual Meeting.

In addition, interested parties may, at any time, communicate in writing with any particular director, or our independent directors as a group, by sending such written communication to the Corporate Secretary of Methode Electronics, Inc. at 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois 60631. Copies of written communications received at such address will be provided to the relevant director or the independent directors as a group unless such communications are considered, in the reasonable judgment of the Corporate Secretary, to be improper for submission to the intended recipient(s). Examples of stockholder communications that would be considered improper for submission include, without limitation, customer complaints, solicitations, communications that do not relate directly or indirectly to us or our business or communications that relate to other improper or irrelevant topics.

We believe that effective corporate governance should include engagement with our stockholders through investor conferences, non-deal roadshows, meetings, and phone calls. We engage with our stockholders on topics including Board oversight and composition, our executive compensation program, and our corporate governance practices. We believe that engagement with our stockholders helps us to better understand stockholders’ views on a variety of topics.

Our Board of Directors has adopted a Code of Business Conduct that applies to our directors, principal executive officer, principal financial officer, principal accounting officer or controller and persons performing similar functions, as well as other employees. The Code is available on the Investors page of‎ our website at methode.com or in print upon any stockholder’s request.

If we make any substantive amendments to the Code of Business Conduct or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions that pertains to any element of the Code of Business Conduct enumerated in Item 406(b) of Regulation S-K, we will promptly disclose the nature of such amendment or waiver on our website. Any other waivers will be promptly disclosed to our stockholders in accordance with, and to the extent required by, applicable rules and regulations.

Our Board of Directors has adopted policies and procedures governing the purchase, sale and other dispositions ‎of our securities by directors, officers and employees which are reasonably designed to promote compliance with insider trading laws, ‎rules and regulations, and any listing standards applicable to us. With regard to purchases of Methode stock by the Company, it is our policy to make any such purchases in compliance with the federal securities laws and applicable stock exchange listing requirements. Our Insider Trading Policy is located on the Investors page of‎ our website at methode.com.

We consider stock ownership by directors and executive officers to be an important means of linking their interests with those of our stockholders.

Directors. All directors are expected to own stock with a value equal to at least five times the annual cash retainer paid to Methode directors, subject to a five-year phase-in period for new directors. If a director’s required ownership level is not attained by the end of the phase-in period or thereafter, they are required to retain 100% of the net shares received upon vesting of any equity awards until the guideline level is achieved. All of our directors were in compliance with our stock ownership guidelines for fiscal 2025, either by satisfying applicable ownership levels or complying with the retention requirements.‎

Executive Officers. For our executive officers, the guidelines for stock ownership are based on a multiple of the officers’ base salaries as follows:

Vested and unvested restricted stock units 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 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), the officer 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.

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. Our Insider Trading Policy is located on our website at methode.com.

In the event we are required to restate our financial statements due to material noncompliance, our Incentive Compensation Recovery Policy requires us to recover from our current or former executive officers certain amounts of incentive-based compensation paid within the prior three years that were erroneously paid. Our Incentive Compensation Recovery Policy is located on the Investors page of‎ our website at methode.com.

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.‎

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.

The following table sets forth information regarding all persons known by Methode as of July 24, 2025, to be the beneficial owners of more than 5% of Methode’s common stock.

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.

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.

Mr. Blom served as President and Chief Executive Officer of OhioHealth ‎Corporation, a not-for-profit healthcare system, Ohio, from 2002 until his retirement in ‎2019. Mr. Blom serves on the Board, Audit Committee and Nominating and Governance Committee (Chair) of Worthington Industries, Inc.‎, an industrial manufacturing company. Mr. Blom’s extensive leadership experience as chief executive officer of a large healthcare system and healthcare industry expertise bring valuable perspectives to our Board.

Ms. Bobek served as an Assurance Partner of PricewaterhouseCoopers LLP (“PwC”) from 1997 until her ‎retirement in 2018. Ms. Bobek most recently served in PwC’s national office where she directed a ‎nationwide network of partners and managers supporting audit quality. Ms. Bobek also served ‎as an Adjunct Lecturer in the Master of Accountancy Program at the University of Iowa’s Tippie ‎College of Business from 2018 to 2022. Ms. Bobek serves on the Boards of Trustees and the Audit ‎Committees of the Northern Funds and Northern Institutional Funds.‎ Ms. Bobek’s extensive leadership experience at a major professional services firm, as well as her experience with audit quality oversight, bring valuable perspectives to our Board.‎

Mr. Cadwallader served as Vice President, Corporate Secretary and General Counsel of Johnson Controls, Inc., a global diversified technology and industrial company, from 2014 to 2016. Prior thereto, Mr. Cadwallader served as Vice President and Assistant General Counsel of Johnson Controls from 2011 to 2014. Mr. Cadwallader served as Group Vice President and General Counsel of Johnson Controls’ Building Efficiency business from 2010 to 2011. Prior to joining Johnson Controls, Mr. Cadwallader served as Associate General Counsel and Assistant Secretary at International Paper Company. In addition to his other responsibilities, Mr. Cadwallader was responsible for international legal and regulatory affairs for Johnson Controls and International Paper for over 15 years. Mr. Cadwallader’s legal background with expertise in international operations, corporate governance, M&A, and executive compensation brings valuable perspectives to our Board.

Mr. Crowther served as President and Chief Executive Officer of Northwest Community Healthcare, a not-for-profit healthcare system, from 1992 until his retirement in 2013. Prior thereto, Mr. Crowther served as Executive Vice President and Chief Operating Officer of Northwest Community Healthcare from 1989 to 1991. Mr. Crowther is the past Chairman of the board of directors of the Illinois Hospital Association. Mr. Crowther served on the Board and various committees of NeoGenomics, Inc., a company specializing in cancer genetic testing and information services, from 2015 through 2024, and on the Board and various committees of Wintrust Financial Corporation, a financial services company, from 1998 through 2022. Mr. Crowther’s extensive executive and board leadership experiences bring valuable perspectives to our Board.

Mr. DeGaynor has served as our President and Chief Executive Officer since July 2024. Prior to joining Methode, Mr. DeGaynor served as President and CEO of Stoneridge, Inc., a publicly traded global designer and manufacturer of highly engineered electrical and electronic systems, components, and modules for the automotive, commercial, off-highway and agricultural vehicle markets, from 2015 to 2023. Prior to joining Stoneridge, Mr. DeGaynor was Vice President of Strategic Planning and Innovation at Guardian Industries Corp. (“Guardian”), a manufacturer of industrial glass and other building products for commercial, residential, and automotive applications. From 2008 to 2014, he served as Vice President of Business Development and Managing Director of Asia for SRG Global, Inc., a Guardian company and manufacturer of chrome plated parts for the automotive, commercial truck and consumer goods industries. From 2005 to 2008, he was the Chief Operating Officer, International for Autocam Corporation, a manufacturer of precision-machine components for the automotive industry. Mr. DeGaynor currently serves as non-employee Executive Chairman of Racing and Performance, Inc., an automotive performance systems supplier in the aftermarket space. Mr. DeGaynor’s strategic view, industry expertise and quality of leadership bring important perspectives to our Board.

Ms. Lindsey served as Chief Financial Officer of Commercial Metals ‎Company, a global ‎‎manufacturer and recycler of steel and other metals, from ‎January 2016 until her retirement in ‎‎2019. In addition, Ms. Lindsey ‎served as Senior Vice President since 2017 and Vice President-Tax from ‎‎2009 ‎to 2016. Ms. Lindsey ‎serves on the Board, Audit Committee (Chair), and Corporate Governance and Nominating Committee of ‎Lindsay ‎Corporation, a provider of water ‎management and road infrastructure ‎products and services. In addition, Ms. Lindsey serves on the Board and Audit Committee of Orion Engineered Carbons S.A., a supplier of carbon products. Ms. Lindsey’s experience as a chief financial officer of a publicly traded company and her financial and tax expertise bring valuable perspectives to our Board.

Mr. Schwabero has served as our Chairman of the Board since September 2024 and previously served as our Vice Chairman of the Board since May 2024. Mr. Schwabero served as Chairman, Chief Executive Officer and Director of Brunswick Corporation, a recreational marine products company, from 2016 until his retirement in 2018. Prior thereto, Mr. Schwabero served as President and Chief Operating Officer of Brunswick from 2014 to 2016 and as President of its Mercury Marine subsidiary from 2008 to 2014. Mr. Schwabero serves as a director of 1st Source Corporation, parent company of 1st Source Bank. He is a member of the Audit Committee, Executive Compensation and Human Resources Committee and Governance and Nominating Committee. In addition, Mr. Schwabero serves on the Advisory Board of The Ohio State University Center for Automotive Research. Mr. Schwabero’s leadership experience, international expertise and detailed knowledge of the automotive and industrial industries bring valuable perspectives to our Board.

The Audit Committee of our Board of Directors is directly responsible for the appointment, termination, compensation, evaluation and oversight of our independent registered public accounting firm. Our Audit Committee has selected EY to serve as our independent registered public accounting firm for the fiscal year ending May 2, 2026. EY has served as our independent registered public accounting firm for many years and is considered to be well qualified.

Representatives of EY will attend the Annual Meeting, will have the opportunity to make a statement and will be available to respond to appropriate questions.

If our stockholders do not ratify the selection of EY, our Audit Committee will reconsider the selection. Even if the selection is ratified, our Audit Committee may select a different independent registered public accounting firm at any time during the year if it determines that a change would be in the best interests of Methode and our stockholders.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RATIFICATION OF OUR AUDIT COMMITTEE’S SELECTION OF EY AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

We are asking our stockholders to vote to approve, on an advisory (non-binding) basis, the compensation of our named executive officers as disclosed in this proxy statement in accordance with the SEC’s rules. This proposal, commonly known as a “say-on-pay” proposal, gives our stockholders the opportunity to express their views on our named executive officers’ compensation. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the philosophy, policies and practices described in this proxy statement.

Accordingly, we are asking you to vote “FOR” the following resolution at the Annual Meeting:

“RESOLVED, that the Company’s stockholders approve, on an advisory (non-binding) basis, the compensation of the named executive officers, as disclosed in the Company’s Proxy Statement for the 2025 Annual Meeting of Stockholders pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the compensation tables and related narrative discussion.”

The say-on-pay vote is advisory, and therefore not binding on the Company, the Compensation Committee, or our Board. Although this vote is nonbinding, our Board of Directors and our Compensation Committee value the opinions of our stockholders, and our Compensation Committee will consider the outcome of the vote when making decisions concerning executive compensation.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE RESOLUTION APPROVING THE EXECUTIVE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

The Audit Committee oversees our financial reporting process on behalf of our Board of Directors. Our management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. Our Board has determined that each member of our Audit Committee meets the requirements as to independence, experience and expertise established by the New York Stock Exchange. Our Board has designated Ms. Bobek, Ms. Lindsey and Mr. Schwabero as audit committee financial experts as defined by the SEC. In fulfilling its oversight responsibilities, our Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended May 3, 2025 with management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

During fiscal 2025, the Audit Committee continued to devote considerable effort to its oversight of and guidance to management, as well as consultation with our independent auditors with regard to material weaknesses which management identified in the Company’s Form 10-K for the year ended April 27, 2024. Management implemented additional controls, enhanced training of employees regarding the operation of these controls and engaged with the independent auditors throughout the year to assess progress. As a result of these efforts, all material weaknesses have been remediated in fiscal 2025.

Our independent registered public accounting firm, EY, was responsible for performing an independent audit of the consolidated financial statements and of our internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and for issuing a report of the results. Our Audit Committee reviewed and discussed with EY the firm’s judgments as to the quality, not just the acceptability, of our accounting principles and such other matters as are required to be discussed under the standards of the PCAOB.

Our Audit Committee has received the written disclosures and the letter from EY required by applicable requirements of the PCAOB regarding EY’s communications with the Committee concerning independence and has discussed with EY the firm’s independence from management and Methode and considered the compatibility of non- audit services with the firm’s independence.

Our Audit Committee discussed with our internal auditors and EY the overall scope and plans for their respective audits. Our Audit Committee met with the internal auditors and EY, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Committee also discussed with EY the matters required to be discussed under auditing standards established from time to time by the PCAOB and the rules of the Securities and Exchange Commission. In reliance on the reviews and discussions referred to above, the Committee recommended to our Board of Directors (and our Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended May 3, 2025 filed with the SEC.

Our Audit Committee engaged EY to examine our consolidated financial statements for the fiscal year ended May 3, 2025. Fees paid to EY for services performed with respect to fiscal 2025 and 2024 were as follows:

Our Audit Committee is responsible for reviewing and pre-approving all audit and non-audit services provided by EY and shall not engage EY to perform non-audit services proscribed by law or regulation. In fiscal 2025, 100% of audit and non-audit services were approved by the Audit Committee.

This Compensation Discussion and Analysis describes the key components of our executive compensation program, including an analysis of compensation awarded to, earned by or paid to our named executive officers in fiscal 2025. The following is a list of our named executive officers who served during fiscal 2025:

Methode incurred a tremendous amount of change during fiscal 2025. With the appointment of Jonathan DeGaynor as President and CEO the Company began a transformation journey. This journey is intended to return Methode to its prior status as a premier global supplier of customer solutions and will focus on improving execution then growth.

Despite a number of headwinds, the Company was able to achieve record sales volumes in the Industrial segment and found new opportunities within power products in data center applications. The business’ focus on operational execution and program launches helped to partially offset unplanned inventory adjustments and other corrective actions. We executed the launch of 22 programs in fiscal 2025 and expect to launch more than 30+ in fiscal 2026.

The team’s focus on “back to basics” and fixing the base, installing new teams, remediate practices and leveraging synergies are all priorities that will continue into fiscal 2026. Actions taken during fiscal 2025 included improving our executions, reducing costs, and responding to external challenges like tariffs and market volatility. Unfortunately, the benefits from these actions were largely masked by a number of items that were one-time or historic in nature. We truly feel that we have put many of the issues of the past year behind us while still maintaining a strict focus on business performance. A continued focus on plant optimization, stronger inventory management, a unified global supply chain organization and implementing cost saving measures will remain a key part of our transformation priorities.

Transformations are never easy – they are a way to enable the business to evolve and position it for future growth.

In fiscal 2025, Methode experienced significant leadership changes with the appointment of our fourth CEO in a 12-month period. After an extensive search with the assistance of a highly reputable search firm, the Board of Directors selected a very experienced executive and seasoned CEO, Jonathan DeGaynor as our President and Chief Executive Officer.

Jonathan DeGaynor commenced serving as our President and Chief Executive Officer on July 15, 2024. In order to attract the level of experience Mr. DeGaynor possesses, the Compensation Committee with the assistance of their independent executive compensation consultant, Frederic W. Cook & Co, Inc. (“FW Cook”), approved the following market competitive compensation package:

Following Mr. DeGaynor’s appointment, additional strategic changes to leadership were required to bring in the necessary capabilities and experiences to refresh Methode. As a result of this assessment, the following changes occurred:

Laura Kowalchik Appointment as Chief Financial Officer. Laura Kowalchik commenced serving as our Chief Financial Officer on October 1, 2024 succeeding Mr. Tsoumas who had retired from the company after over forty years of service. Under the terms of her Offer Letter, Ms. Kowalchik is entitled to receive the following compensation:

Hiring of Lars Ullrich as Senior Vice President, Global Automotive Business. Lars Ullrich commenced serving as our Senior Vice President, Global Automotive Business on December 2, 2024. Under the terms of his Offer Letter, Mr. Ullrich is entitled to receive the following compensation:

Hiring of John Erwin as Chief Procurement Officer. John Erwin commenced serving as our Chief Procurement Officer on July 15, 2024, and was promoted to Chief Procurement and EHS Officer on March 20, 2025. Under the terms of his Offer Letter, Mr. Erwin is entitled to receive the following compensation:

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.

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.

Pay Mix. A significant amount of our named executive officers’ compensation is “at risk” for non-payment ‎if we fail to meet established performance targets. The following charts illustrate the components of ‎fiscal 2025 compensation as a percentage of total target compensation for Mr. DeGaynor, our President and Chief Executive Officer serving as of the end of fiscal 2025, and for our other named executive officers serving as of the end of fiscal 2025 as a group. For this purpose, total target compensation is the sum of base salary, target ‎annual performance-based cash bonus ‎opportunity and a prorated portion of the long-term incentive awards.

Our executive compensation program supports our objectives of aligning executive incentives with the Company’s strategy and enhancing stockholder value through a competitive program that attracts and retains high-quality talent and rewards executives for demonstrating strong leadership and delivering results. Our executive compensation program is designed to:

Our Overall Process. Our Compensation Committee is comprised entirely of independent directors that meet as often as necessary to perform their duties. In fiscal 2025, our Compensation Committee met seven (7) times. Our Compensation Committee typically meets with our President and Chief Executive Officer and our Chief Human Resources Officer. The Compensation Committee holds executive sessions without any members of management present as needed.

Our Compensation Committee annually engages FW Cook, its independent compensation consultant, to review the competitiveness and effectiveness of our executive compensation program and annually reviews summaries of our named executive officers’ compensation relative to peers and survey data. Our Compensation Committee also annually reviews company performance relative to peers.

Our Chief Executive Officer’s compensation is determined by our Compensation Committee. Management does not make recommendations to our Compensation Committee regarding our President and Chief Executive Officer’s compensation. For named executive officers other than our President and Chief Executive Officer, compensation packages are developed and recommended by our President and Chief Executive Officer, in consultation with our Chief Human Resources Officer, based on guidelines provided by our Compensation Committee, although our Chief Human Resources Officer did not have input or make recommendations as to her own compensation package. Our Compensation Committee determines whether to approve these recommendations, subject to any modifications that it may deem appropriate.

Role of Compensation Consultant. FW Cook provides independent executive compensation consulting services to the Compensation Committee. FW Cook is retained by and reports to the Compensation Committee. During fiscal 2025, FW Cook provided the following services:

The Compensation Committee reviewed information provided by FW Cook addressing the independence of FW Cook and the representatives serving the Committee. Based on this information, the Compensation Committee concluded that the work performed by FW Cook and its representatives involved in the engagement did not raise any conflict of interest and that FW Cook and such representatives are independent from the Company’s management.

Risk Assessment. The Compensation Committee, together with the President and Chief Executive Officer and its independent compensation consultant, annually considers potential risks when reviewing our compensation programs for all employees, including our executive officers. Based on this assessment, the Compensation Committee concluded that our fiscal 2025 compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In making this determination, the Compensation Committee reviewed the key features of our compensation programs and policies, including the following:

Our say-on-pay resolution received approximately 96% approval at our 2024 Annual Meeting and 97% in 2023. Our Compensation Committee considers the results of our recent say-on-pay votes along with other factors when making executive compensation decisions. See “Key Components of Fiscal 2025 Compensation—2026 Compensation Decisions” for information relating to feedback we received in fiscal 2023 relating to our five-year long-term incentive plan and the Compensation Committee’s response.

Stock Ownership Guidelines. Our Compensation Committee considers stock ownership by management and the directors to be an important means of linking their interests with those of our stockholders. The guidelines for stock ownership as a multiple of executive officers’ base salaries are as follows:

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.

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:

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:

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.

Each component of our compensation program is designed to help achieve our compensation objectives and to contribute to a compensation package that is competitive and appropriately rewards our executives for performance against annual and long-term performance objectives. Consistent with our pay-for-performance philosophy, our executive compensation program is generally structured so that a significant amount of each of our named executive officers’ compensation is variable compensation and “at risk” for non-payment if we fail, or the executive fails, to meet performance targets. Our annual performance-based bonuses and performance-based stock awards constitute variable compensation.

The table below sets forth details regarding the key components of our ‎‎fiscal 2025 compensation program.

Salary. Our Compensation Committee establishes salaries upon hiring or on an annual basis, in each case taking into account the guideline benchmark range. In setting or reviewing fiscal 2025 salaries for our named executive officers, 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. The Compensation Committee also considered other relevant factors, including the individual performance, skills and experience of each executive, internal pay equity issues, executive recruitment and retention, promotions, peer comparisons and the Company’s performance. The base salaries for Messrs. DeGaynor, Ullrich and Erwin and Ms. Kowalchik were established in accordance with their respective Offer Letters. ‎Mr. Erwin’s salary was increased by the Compensation Committee effective January 15, 2025 from $400,000 to $425,000 in recognition of his significant contributions. For fiscal 2025, the Compensation Committee did not approve a base salary increase for Ms. Barry however, approved a market-based base salary increase of 5% for Ms. Vyverberg.

The base salaries of our named executive officers serving as of the end of fiscal 2025 were as follows:

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:

Payments under the free cash flow portion of the cash bonus program were determined as follows:

During fiscal 2025, performance was less than threshold for pre-tax income after including the allowable addbacks defined at the time the plan was approved (e.g., certain restructuring costs, unbudgeted equity compensation expense, and unusual legal fees), which would have resulted in no payouts under the plan. Following the end of the fiscal year, the Compensation Committee considered additional addbacks for continuing employees to recognize their efforts to overcome the business’ significant challenges. These additional addbacks included currency exchange rate fluctuations, unplanned interest expense, and certain items inherited by the current leadership team such as a legal settlement, inventory-related impairments and costs from existing programs. With these proposed addbacks, the plan would have paid out at 122.2% of target for pre-tax income and 115.5% of target for free cash flow.

After considering the Company’s financial performance and operational improvements, the transition to a new management team and issues discovered after the bonus goals were established, the Compensation Committee approved some, but not all, of the additional addbacks. As a result, the Committee approved a weighted plan payout of 76% of target. The Compensation Committee awarded an additional $25,000 as an individual performance modifier for certain executive officers in recognition of their significant contributions to the Company’s ongoing transformation. For other members of senior management, the Compensation Committee approved Mr. DeGaynor’s recommendations for payouts above or below 76% of target based on each individual’s efforts to support the Company’s transformation.

The following payouts were made to our executive officers.

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.

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.

RSAs and Performance Units. The RSAs could be earned based on the Company’s fiscal 2025 performance relative to established goals for threshold and target EBITDA performance, subject to certain adjustments. The performance goals and corresponding percentages of RSAs that were eligible to be earned by these executives are set forth below.

If the Company’s fiscal 2025 EBITDA had exceeded target performance, the participating executives would have been eligible to earn Performance Units based on performance relative to goals for target and maximum

performance, settled in cash or, at the Compensation Committee’s discretion, in shares of the Company’s common stock. The maximum number of Performance Units granted represented 50% of the number of RSAs for each executive, upon achievement of $330 million fiscal 2025 EBITDA.

The Company’s EBITDA for fiscal year 2025 was below the threshold performance level. Consequently, the RSAs were forfeited and no payments were made for the Performance Units.

Time-Based RSUs. The RSUs are subject to a five-year vesting period based on continued service. The vesting schedule for the named executive officers participating in the plan, other than Ms. Vyverberg, was as follows: thirty percent (30%) of the RSUs vested on April 29, 2023, thirty percent (30%) of the RSUs vested at the end of fiscal 2024 and forty percent (40%) of the RSUs vested at the end of fiscal 2025. ‎For Ms. Vyverberg, 30% of the RSUs vested May 3, 2025, 30% is scheduled to vest on May 2, 2026, and 40% on May 1, 2027. Consequently, only Ms. Vyverberg’s RSUs remain outstanding from the 2021 LTI Program.

Dividend equivalents are not paid on the RSUs until the units vest. At such time, the executives are entitled to a dividend equivalent payment based on the dividends declared during the vesting period and the number of vested RSUs. In the event of an executive’s death or disability, all unvested RSUs would become immediately and fully vested. In general, in the event of an executive’s qualified retirement, a prorated number of RSUs would vest, which for Ms. Vyverberg is based on the months elapsed since the start of fiscal 2023.

In the event of a change of control of the Company in which either (i) the successor company does not assume or replace the RSUs or (ii) the successor company assumes or replaces the RSUs and then the executive is terminated without cause or resigns for good reason within two years, all unvested RSUs will become immediately and fully vested.

LTI for Other Named Executive Officers. Messrs. Nystrom and Rawden did not receive any equity awards as our Interim Chief Executive Officer and Interim Chief Financial Officer, respectively. The LTI award granted to Mr. Avula upon his hiring in January 2024, which was described in the proxy statement for our 2024 Annual Meeting of Stockholders, was forfeited upon the termination of his employment.

Other Benefits and Perquisites. Our U.S.-based executive officers are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, disability and, as applicable, our 401(k) savings plan (with a company contribution equal to three percent (3%) of salary, subject to certain limitations), in each case, on the same basis as our other employees. Our U.S.-based executive officers are provided deferred compensation opportunities through a non-qualified Deferred Compensation Plan. We have never contributed any amounts to the Deferred Compensation Plan on behalf of any of the named executive officers. For a description of the Deferred Compensation Plan, please see “Executive Compensation Tables—Nonqualified Deferred Compensation,” below. Historically, a car allowance, intended to be a perquisite, has been provided to some named executive officers.

We have agreed to provide Mr. DeGaynor and Ms. Kowalchik with temporary housing in Chicago. In the event Mr. DeGaynor relocates to Chicago, Illinois within the first two years of employment, we will provide assistance with his reasonable relocation expenses. We have agreed to reimburse Mr. DeGaynor for the actual cost of reasonable commercial air travel between Chicago and Detroit, Michigan. We have also agreed to provide Ms. Kowalchik with assistance with reasonable relocation expenses, and the cost of commercial air travel between Chicago and Detroit, or, if earlier, the time she buys or leases residential property in the Chicago area.

Change of Control Agreements. We have entered into change of control agreements with our named executive officers that provide certain benefits upon termination in connection with a change of control event. These change of control agreements are designed to promote stability and continuity of senior management if a change of control event were to occur, both of which are in the best interest of the Company and our stockholders. These executives are not entitled to a gross-up payment for excise taxes under our change of control agreements. In addition, our 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. Our change of control provisions for these named executive officers are summarized below under “Executive Compensation—Potential Payments Upon Termination or Change of Control.”

Severance Agreements. We have entered into a Severance Agreement with Mr. DeGaynor that will provide certain benefits if he were to be terminated without cause. In such event, he would be entitled to receive a severance payment equal to two times the sum of (i) his annualized salary in effect at the time of the termination plus (ii) his target bonus amount for the fiscal year in which the termination occurs, paid over a two-year period in equal installments. In addition, Mr. DeGaynor would be entitled to (a) 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, and (b) premiums for COBRA continuation coverage for up to 18 months (or if earlier, the date he becomes eligible for coverage under another employer’s group health plan).

We have also entered into a Severance Agreement with Ms. Kowalchik and Mr. Ullrich, that will provide certain benefits if she or he were to be terminated without cause. In such event, the relevant executive would be entitled to receive a severance payment equal to the sum of (i) her or his annualized salary in effect at the time of termination, plus (ii) her or his target bonus amount for the fiscal year in which the termination occurs, paid over a one-year period in equal installments. Ms. Kowalchik and Mr. Ullrich are entitled to one year of additional vesting from the date of termination under any outstanding LTI Program equity compensation awards with service-based vesting. Premiums for COBRA continuation coverage for up to 12 months (or, if earlier, the date the executive becomes eligible for coverage under another employer’s group health plan).

When Ms. Barry’s service as our Chief Administrative Officer and Chief Human Resources Officer ended in January 2025, we entered into a separation agreement with her that provided, subject to the conditions outlined in that letter, for six months of severance pay following the end of her employment on May 3, 2025, payable over a six-month period, and for continued COBRA premiums for a twelve-month period.

Additional information about these severance arrangements is provided below under “Executive Compensation—Potential Payments Upon Termination or Change of Control.”

Our Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management and, based on such review and discussion, our Compensation Committee recommended to our Board of Directors that the Compensation Discussion and Analysis be included in this proxy statement.

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.