UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934

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METHODE ELECTRONICS, INC.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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METHODE ELECTRONICS, INC.

8750 West Bryn Mawr Avenue, Suite 1000

Chicago, Illinois 60631

(708) 867-6777

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 11, 2024

To our Stockholders:

The 2024 Annual Meeting of Stockholders of Methode Electronics, Inc. (“Methode” or the “Company”) will be held on ‎Wednesday, September 11, 2024, at 11:00 a.m., Central Daylight Time‎. The 2024 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/MEI2024 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:

1.	To elect each director nominee to hold office until the Company’s 2025 Annual Meeting of Stockholders or until such director’s earlier resignation, or a respective successor is duly elected and appointed;

2.	To ratify the Audit Committee’s selection of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending May 3, 2025;

3.	To approve, on a non-binding, advisory basis, the compensation of Methode’s named executive officers; and

4.	To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on July 15, 2024, 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.

			By Order of the Board of Directors,

			Walter J. Aspatore
			Chairman

Chicago, Illinois

July 29, 2024

Important Notice Regarding the Availability of Proxy Materials for

the Annual Meeting of Stockholders to Be Held on September 11, 2024

We are furnishing the proxy materials for the Annual Meeting electronically using the internet 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 will be mailed to stockholders on July 29, 2024‎. Please visit the website www.proxyvote.com to view electronic versions of our Proxy Statement and our 2024 Annual Report on Form 10-K, and to request electronic delivery of future proxy materials.

METHODE ELECTRONICS, INC.

8750 West Bryn Mawr Avenue, Suite 1000

Chicago, Illinois 60631

(708) 867-6777

PROXY STATEMENT

ANNUAL MEETING OF STOCKHOLDERS

September 11, 2024

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 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The 2024 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 July 29, 2024 to stockholders of record as of July 15, 2024. Please visit the website www.proxyvote.com to view electronic versions of this proxy statement and our 2024 Annual Report on Form 10-K, and to request electronic delivery of future proxy materials.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

Where and when will the Annual Meeting be held?

The Annual Meeting will be held at ‎11:00 a.m., Central Daylight Time‎, on Wednesday, September 11, 2024‎. The Annual Meeting will be a virtual meeting via live webcast on the internet.

Who can vote at, and participate in, the Annual Meeting?

Holders of record of our common stock as of the close of business on July 15, 2024, the record date, are the only stockholders who are entitled to vote at, and participate in, the Annual Meeting. On that date‎, there were 35,324,385 shares of Methode common stock outstanding.

How can I vote my shares at, and participate in, the Annual Meeting?

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 visiting www.virtualshareholdermeeting.com/MEI2024 and entering the 16-digit control number included in the ‎Notice and ‎Access Card, on your proxy card or in the instructions that accompanied your ‎proxy materials.

If you are not a stockholder of record but hold shares as a beneficial owner in street name, you may be required to provide proof of beneficial ownership, such as your account statement as of the record date, a copy of the voting instruction form provided by your broker, bank, trustee, or nominee, or other similar evidence of ownership. If you do not comply with the procedures outlined above, you will not be admitted to the virtual Annual Meeting.

How can I vote my shares without attending the Annual 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 10, 2024, 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.‎

What do I do if my shares are held in “street name”?

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered 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 holder of record 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 holder of record on how to vote your shares by following their instructions for voting.

How many votes do I have?

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

What am I voting on at the Annual Meeting?

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

Proposal 1: The election of ten directors, each to hold office until the Company’s 2025 Annual Meeting of Stockholders or until any such director’s earlier resignation, or until his or her successor is duly elected and qualified;

Proposal 2: The ratification of the appointment of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for fiscal 2025; and

Proposal 3: Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, as disclosed in this proxy statement (the “Say-on-Pay Proposal”).

How does the Board recommend I vote on the 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 in favor of Proposals 1, 2, and 3.‎

How many votes are needed to approve each of the proposals?

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 in person 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.‎

What is a “broker non-vote”?

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.

What constitutes a quorum?

‎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.

What if other matters come up at the Annual Meeting?

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.

Can I revoke my proxy after I authorize a proxy to vote my shares?

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. 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.

Why did I receive a notice in the mail regarding the internet availability of the proxy materials instead of a paper copy of the proxy materials?

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.

How can I find the voting results of the Annual Meeting?‎

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.‎

Who pays for this proxy solicitation?

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.

What is “householding” and how does it affect me?

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.

CORPORATE GOVERNANCE

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

Director Independence

Our Nominating and Governance Committee conducts an annual review and makes a recommendation to the full Board as to whether each of our nominees for director meets the applicable independence standards of the SEC and the NYSE. The Board has determined that all of the nominees for director 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, if any, of the SEC and the NYSE for service on those committees.

Board Committees

The following chart sets forth the membership, principal functions and number of meetings held in fiscal 2024 for our Audit Committee, Compensation Committee, Nominating and Governance Committee, Technology Committee and Medical Products Committee. In September 2023, upon the recommendation of our Nominating and Governance Committee, the Board approved the dissolution our Medical Products Committee in connection with the discontinuation of our medical device business.

Committee

Members

Principal Functions

Number of

Meetings in

Fiscal 2024

Audit

Mary A. Lindsey (Chair)

David P. Blom

Therese M. Bobek‎

Janie Goddard

Angelo V. Pantaleo

Mark D. Schwabero

•

Oversees accounting and financial reporting processes, and audits of financial statements.

•

Monitors performance of internal audit function and our system of internal controls.

•

Monitors performance, qualifications and independence of our independent registered public accounting firm, makes decisions regarding the retention, termination and compensation of such firm and approves related services.

•

Monitors compliance with legal and regulatory requirements pertaining to financial statements.

•

Reviews our financial press releases and certain SEC filings.

•

Discusses with management major financial risk exposures and the steps taken to monitor and control such exposures, and discusses guidelines and policies by which risk assessment and risk management is undertaken

•

Regularly reviews with management the Company’s cybersecurity and information technology (IT) practices and policies.

•

If applicable, reviews related party transactions and potential conflict of interest situations.

Committee

Members

Principal Functions

Number of

Meetings in

Fiscal 2024

Compensation

Bruce K. Crowther (Chair)

Walter J. Aspatore‎

David P. Blom

Brian J. Cadwallader

•

Oversees our executive compensation policies and plans.

•

Approves goals and incentives for the compensation of our Chief Executive Officer and, with the advice of the Chief Executive Officer, the other executive officers

•

Approves grants under our stock plan

•

Oversees our culture and strategies relating to human capital management.

•

Makes decisions regarding the retention, compensation and termination of any Committee compensation consultant, and monitors their independence.

•

Evaluates whether risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect.

Nominating and

Governance

Brian J. Cadwallader (Chair)

Walter J. Aspatore‎

Therese M. Bobek

Darren M. Dawson

Mark D. Schwabero

•

Recommends director candidates for election to our Board.

•

Recommends Board committee assignments.

•

Recommends compensation and benefits for directors.

•

Oversees our Enterprise Risk Management (ERM) program.

•

Reviews succession planning for our executive officers.

•

Reviews and recommends revisions to our Corporate Governance Guidelines.

•

Oversees an annual evaluation by the independent directors of the performance of the CEO.

•

Conducts an annual assessment of Board and committee performance

Technology

Darren M. Dawson (Chair)

Janie Goddard

Angelo V. Pantaleo

•

Reviews with management our technology assets and future needs.

•

Reviews technology research and development activities and possible acquisitions of technology.

Medical Products

David P. Blom (Chair)

Bruce K. Crowther

Donald W. Duda

Mary A. Lindsey

•

‎Reviews with management our business strategies for developing and marketing our medical device products.

‎•

Evaluates industry and market trends that may affect our medical device business.

In fiscal 2024, the Board appointed an Executive Committee 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 Nominating and Governance Committee, the Compensation Committee and the Audit Committee. The Executive Committee did not meet in fiscal 2024.

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.

Board Meetings, Leadership Structure, Evaluations and Education

During fiscal 2024, our Board of Directors held nine 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.

The Nominating and Governance Committee oversees the annual Board and committee evaluation process. Each year, our independent directors complete a written evaluation which focuses on Board and committee practices, processes and skills, and seeks input on opportunities for improvement. To protect the directors’ anonymity and the integrity of the process, outside legal counsel reviews the completed evaluations and compiles the responses into a written report, which is then distributed to, and discussed by, the Nominating and Governance Committee and the full Board. In addition, in fiscal 2024, the Board reviewed a report from Korn Ferry, a consulting firm, regarding Board and committee effectiveness.

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 on particular topics during our regular Board meetings.

Risk Oversight, Cybersecurity and Compensation Policy Risks

Our Board of Directors has oversight responsibility for our strategic and operational risks. 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, including cybersecurity. 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 Audit Committee also reviews the Company’s information technology practices and policies and is briefed quarterly by management. 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.

The Audit Committee is responsible for regularly reviewing with management the Company’s cybersecurity practices and policies. The Audit Committee regularly reports risks and compliance actions to the Board. As part of its oversight role, the Audit Committee receives regular reporting about our strategy, programs, incidents and threats, and other developments and action items related to cybersecurity regularly throughout the year, including through quarterly updates from the Chief Information Officer (“CIO”) who is also our Chief Information Security Officer. In addition, on at least an annual basis, the full Board receives reports, summaries or presentations related to cybersecurity threats, risk, mitigation and related processes from our CIO.

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.

Nominating Process of the Nominating and Governance Committee

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, including ethnic, racial and gender diversity. 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 2025 Annual Meeting is set forth below under “Other Information—Stockholder Proposals and Director Nominations.”

Summary of Qualifications of Director Nominees

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

Skills and Experience

Blom

Bobek

Cadwallader

Crowther

Dawson

DeGaynor

Goddard

Lindsey

Pantaleo

Schwabero

Leadership and Strategy

✔

Financial/Accounting

✔

Mergers and Acquisitions

✔

Cybersecurity/IT Systems

✔

International Business

✔

Technology/Innovation

✔

Industry Experience

✔

Public Company Board Service

✔

Manufacturing/Operations

‎✔

✔

Corporate Responsibility

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 of Directors oversight, we are implementing and continuously improving our Environmental, Social and Governance (ESG) strategy.

In fiscal 2024, we updated the inaugural materiality assessment of our environmental and social priorities conducted in fiscal 2022. This updated assessment will allow us to better refine the environmental and social issues most important to our internal and external stakeholders and validated the four themes that serve as the foundation of our ESG strategy: Environmental Stewardship; Workplace and Community; Responsible Governance; and Product Innovation.

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

•	considering a lifecycle perspective and supporting a circular principle for waste;

•	improving the efficiency and conservation of energy and natural resources;

•	reducing the emission of air pollutants, including greenhouse gases; and

•	considering pollution prevention by seeking to reduce, reuse and/or recycle waste and packaging material.

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.

Additionally, we offer the Vitality Wellness Program to our full-time U.S. employees and their spouses. This program provides individualized health-enhancement plans, including online support programs for mental, physical, and financial well-being.

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. We also strive for diversity in leadership, which has the power to drive innovation, foster inclusion, and ensure a variety of perspectives are considered in company decision-making.

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 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. We are proud of our commitment to conducting our business with the highest level of ‎ethics and integrity.‎

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 references 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, Interface and Medical.‎ Our Medical segment was discontinued in fiscal 2024. 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 2024 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.

Communications with Directors

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 attended the 2023 Annual Meeting. We anticipate that all our directors will attend the 2024 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.

Stockholder Engagement

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, progress on our ESG program and disclosures, 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.

Code of Business Conduct

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, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K in accordance with applicable rules and regulations.

Insider Trading Policies and Procedures

Our Board of Directors has adopted policies and procedures governing the purchase, sale and other dispositions ‎of our securities by directors, officers and employees, that are reasonably designed to promote compliance with insider trading laws, ‎rules and regulations, and any listing standards applicable to us. Our Insider Trading Policy does

not apply directly to repurchases of stock by the Company, but our practice in the ‎past has generally been to follow the policy’s guidelines in connection with stock repurchases by effecting repurchases either during open ‎window periods under the policy or through adoption, during an open window period, of a pre-arranged trading plan that satisfies the ‎affirmative defense requirements of Rule 10b5-1 under the Exchange Act. We may in the future repurchase securities ‎outside of the scope of the Insider Trading Policy subject to compliance with applicable laws.‎ Our Insider Trading Policy is located on our website at methode.com.

Stock Ownership Guidelines

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. All our directors were in compliance with our stock ownership guidelines for fiscal 2024, subject to the phase-in-period.‎

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

	Title			Guideline
	Chief Executive Officer			Six times salary
	Other Executive Officers			Two times salary

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 2024, subject to the phase-in-period for new appointments and promotions.

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

Clawback Policy

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 our website at methode.com.

DIRECTOR COMPENSATION

We use a combination of cash and common stock to compensate our non-employee directors. For fiscal 2024, our non-employee directors received an annual cash retainer, meeting fees and an annual stock award with immediate vesting. Our Chairman, Vice-Chairman, Committee Chairs and members of our Nominating and Governance Committee received additional cash retainers for their service in fiscal 2024.

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 approved changes to our compensation program for non-employee directors for fiscal 2024. In reviewing our director compensation program, the Nominating and Governance Committee and the Board considered peer and market data, as well as the advice and recommendations of Frederic W. Cook & Co., Inc., our independent compensation consultant. For fiscal 2024, the Board increased the annual cash retainer for our Chairman of the Board from $80,000 to $95,000, and increased the annual cash retainer for the Chair of the Nominating and Governance Committee from $12,000 to $20,000. In addition, the Board approved a cash retainer of $12,000 for members of the Nominating and Governance Committee and the Chair of the Compensation Committee related to chief executive officer recruitment efforts.

The following table shows the non-employee director compensation components and amounts for fiscal 2024.‎

Compensation Component		Amount
Annual Cash Retainer		$80,000
Additional Annual Cash Retainer for the Chairman		$95,000
Additional Annual Cash Retainer for the Vice Chairman		$12,000
Additional Annual Cash Retainer for the Committee Chairs
•	Audit Committee	$24,000
•	Compensation Committee	$24,000
•	Nominating and Governance Committee	$20,000
•	Technology Committee	$12,000
•	Medical Products Committee^*	$12,000
Special Cash Retainer for the Nominating and Governance Committee and Compensation Committee Chair		$12,000
Fee for Each Committee and Special Board Meeting		$1,500
Annual Stock Grant		Shares valued at $140,000

*	In September 2023, upon the recommendation of our Nominating and Governance Committee, the Board approved the dissolution of our Medical Products Committee in connection with the discontinuation of our medical device business.

The following table sets forth certain information regarding compensation earned by the non-employee directors during our fiscal year ended April 27, 2024.

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)⁽¹⁾	Total ($)
Walter J. Aspatore	$223,000	$140,019	$363,019
David P. Blom	$111,500	$140,019	$251,519
Therese M. Bobek	$125,000	$140,019	$265,019
Brian J. Cadwallader	$148,000	$140,019	$288,019
Bruce K. Crowther	$146,000	$140,019	$286,019
Darren M. Dawson	$126,500	$140,019	$266,519
Janie Goddard	$107,000	$140,019	$247,019
Mary A. Lindsey	$132,500	$140,019	$272,519
Angelo V. Pantaleo	$104,000	$140,019	$244,019
Mark D. Schwabero	$125,000	$140,019	$265,019
Lawrence B. Skatoff⁽²⁾	$58,000	$140,019	$198,019

(1)

The reported amounts reflect the fair value at the date of grant calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. Details of the assumptions used in valuing these awards are set forth in Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended April 27, 2024.

(2)	Mr. Skatoff did not stand for re-election at the Company’s Annual Meeting in September 2023.

SECURITY OWNERSHIP

Five Percent Stockholders

The following table sets forth information regarding all persons known by Methode as of July 15, 2024, to be the beneficial owners of more than 5% of Methode’s common stock.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Class (%)
The Vanguard Group⁽¹⁾ 100 Vanguard Blvd. Malvern, Pennsylvania 19355	4,648,611	13.1
FMR LLC⁽²⁾ Abigail P. Johnson 245 Summer Street Boston, MA 02210	5,129,211	14.4
BlackRock, Inc.⁽³⁾ 55 East 52^nd Street New York, New York 10055	2,978,522	8.4
Dimensional Fund Advisors LP⁽⁴⁾ Building One 6300 Bee Cave Road Austin, TX 78746	1,914,049	5.4

(1)

Information is based on a Schedule 13G/A filed with the Securities and Exchange Commission (“SEC”) on February 13, 2024. In the Schedule 13G/A, The Vanguard Group reported that, as of December 29, 2023, it had shared voting power with respect to 24,030 shares, sole dispositive power with respect to 4,587,546 shares and shared dispositive power with respect to 61,065 shares.

(2)

Information is based on a Schedule 13G/A filed with the SEC on February 9, 2024. In the Schedule 13G/A, FMR LLC reported that Abigail P. Johnson is a Director, the Chairman and the Chief Executive Officer of FMR LLC. As of December 29, 2023, FMR LLC reported that it had sole dispositive power with respect to 5,129,211shares.

(3)	Information is based on a Schedule 13G/A filed with the SEC on July 8, 2024. In the Schedule 13G/A, BlackRock, Inc. reported that, as a parent holding company, as of June 30, 2024, it had sole voting power with respect to 2,900,852 shares and sole dispositive power with respect to 2,978,522 shares.

(4)

Information is based on a Schedule 13G/A filed with the SEC on February 9, 2024. In the Schedule 13G/A, Dimensional Fund Advisors LP reported that it is an investment advisor and, as of December 29, 2023, it had sole voting power with respect to 1,876,426 shares and sole dispositive power with respect to 1,914,049 shares.

Directors and Executive Officers

The following table sets forth information regarding our common stock beneficially owned as of July 15, 2024, by (i) each director and nominee, (ii) each of the named executive officers, and (iii) all current directors and executive officers as a group.

Name of Beneficial Owner	Amount and Nature of Beneficial Ownership⁽¹⁾	Percent of Class (%)
Walter J. Aspatore	44,661 ⁽²⁾⁽³⁾	*
David P. Blom	28,211	*
Therese M. Bobek‎	‎28,661⁽⁴⁾	*
Brian J. Cadwallader	32,461⁽³⁾	*
Bruce K. Crowther	32,111⁽⁵⁾	*
Darren M. Dawson	32,161⁽³⁾	*
Jonathan B. DeGaynor	0	*
Janie Goddard	25,496⁽⁶⁾	*
Mary A. Lindsey	‎28,661‎⁽⁷⁾	*
Angelo V. Pantaleo	28,211	*
Mark D. Schwabero	31,661⁽³⁾	*
Avinash Avula	0	*
Donald W. Duda	1,138,651⁽⁸⁾	3.2
Andrea J. Barry	92,857⁽⁹⁾‎	*
Kevin M. Martin	75,014⁽¹⁰⁾	*
Anil Shetty	95,196⁽¹¹⁾	*
Ronald L.G. Tsoumas	‎193,817⁽¹²⁾	*
All current directors and executive officers as a group (14 persons)	494,371⁽¹³⁾	*

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

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

(2)	Includes 19,000 shares held jointly with Mr. Aspatore’s wife.

(3)	Includes 25,661shares of phantom stock held in the Company’s Deferred Compensation Plan.

(4)	Includes 25,661shares of phantom stock held in the Company’s Deferred Compensation Plan and 3,000 share held in a trust pursuant to which Ms. Bobek shares voting and investment power with her spouse

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

(6)	Includes 22,541 shares of phantom stock held in the Company’s Deferred Compensation Plan.

(7)	Includes 11,491 shares of phantom stock held in the Company’s Deferred Compensation Plan.

(8)	Includes 677,555 shares of vested restricted stock units for which common stock will be delivered to Mr. Duda on the first day of the seventh month beginning after his separation of service from the Company and 375,000 shares of performance-based restricted stock subject to forfeiture.

(9)	Includes 52,500 shares of performance-based restricted stock subject to forfeiture and 4,550 shares of common stock held in our 401(k) Plan.

(10)	Includes 50,500 shares of performance-based restricted stock subject to forfeiture and 2,908 shares of common stock held in our 401(k) Plan.

(11)	Includes 27,196 shares held jointly with Mr. Shetty’s wife and 68,000 shares of performance-based restricted stock subject to forfeiture.

(12)

Includes 60,875 shares of vested restricted stock units for which common stock will be delivered to Mr. Tsoumas on the first day of the seventh month beginning after his separation of service from the Company, 75,500 shares of performance-based restricted stock subject to forfeiture and 21,343 shares of common stock held in our 401(k) Plan.

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

PROPOSAL ONE

ELECTION OF DIRECTORS

A Board of ten directors will be elected at the Annual Meeting. Each director will hold office until the next annual meeting of stockholders, or until any such director’s earlier resignation or until his or her successor is elected and qualified. All of the nominees listed below currently serve as directors. All nominees were recommended unanimously to our Board of Directors by our Nominating and Governance Committee and were nominated by our Board of Directors. If any nominee is unwilling or unable to serve as a director, an event which our Board does not anticipate, shares represented by the proxies will be voted for the election of another nominee nominated by our Board upon the recommendation of our Nominating and Governance Committee, or the Board may reduce the size of the Board and the number of directors to be elected at the Annual Meeting.

Our Corporate Governance Guidelines provide that a director who does not receive a majority of the votes cast for his or her election 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.

Mr. Aspatore elected not to stand for re-election, and the Board expressed its great appreciation for his significant contributions to our Board and Company. The size of the Board will be reduced from eleven directors to ten directors as of the date of the Annual Meeting.