Key Highlights

● Methode Electronics' compensation committee granted long-term incentive awards of RSUs and PSUs to five executives on September 22, 2026.

● CEO Jonathan DeGaynor received 155,840 RSUs and 155,840 target PSUs plus a separate 150,000-RSU retention award that cliff-vests on September 22, 2031.

● The performance stock units vest on July 15, 2029 based on total Shareholder return (60% weight) and return on invested Capital (40% weight), with payouts ranging from 50% to 200% of target.

● DeGaynor's combined RSU and PSU grant of 311,680 units, before the retention award, is nearly four times the size of the next-largest package granted to CFO Laura Kowalchik.

Methode Electronics, Inc. (NYSE:MEI) disclosed in an 8-K that its compensation committee granted long-term incentive awards of restricted stock units and performance stock units to five executives on September 22, 2026, including a package for CEO Jonathan DeGaynor topped by a separate 150,000-RSU retention award that does not vest until September 22, 2031.

The Standard Long-Term Incentive Grants

Under the company's 2026 Omnibus Incentive Plan, five executives received matched RSU and PSU grants. DeGaynor received 155,840 RSUs and 155,840 target PSUs. CFO Laura Kowalchik received 41,831 RSUs and 41,830 target PSUs. SVP of Global Automotive Lars Ullrich received 27,625 RSUs and 27,624 target PSUs. Chief Procurement Officer John Erwin received 18,045 RSUs and 18,044 target PSUs. General Counsel Kerry Vyverberg received 16,634 RSUs and 16,634 target PSUs.

Vesting Terms for the Standard Awards

The time-based RSUs in these standard grants vest over three years, at 33%, 33% and 34% in each successive year. The filing describes accelerated vesting triggers for death, disability, or qualifying retirement, along with prorated vesting if an executive is terminated without cause. In a change-of-control scenario, the awards fully vest if a successor company does not assume them, or if the executive is terminated without cause or resigns for good reason within two years following the acquisition.

Performance Metrics for the PSUs

The performance stock units vest on July 15, 2029, following a three-year performance period measured against two metrics: 60% of the award is tied to Total shareholder return (TSR) and 40% to return on invested capital (ROIC). Payouts range from a threshold level of 50% of target up to a maximum of 200% of target, with 100% representing on-target performance. Death or disability accelerates vesting at the target level, while termination without cause results in prorated vesting based on actual performance achieved through the termination date.

The CEO's Separate Retention Award

Beyond the standard package, DeGaynor received an additional 150,000 RSUs structured as a retention award, vesting in full on September 22, 2031, a five-year cliff vesting schedule with no partial vesting along the way. The filing frames this award as designed to secure DeGaynor's continued Leadership through what it describes as the company's ongoing organizational transformation, though it does not elaborate on the specific nature of that transformation.

What the Filing Does Not Disclose

The 8-K does not disclose the grant-date Fair Value in dollar terms for any of the five executives' awards, nor does it specify what qualifies as "cause" or "good reason" under the plan's definitions. It also does not explain why DeGaynor alone received the extended retention award, or what specific organizational changes at Methode Electronics prompted the board to prioritize his long-term retention with a structure distinct from the other four executives.

Key Vesting Dates Ahead

Investors should watch for Methode Electronics' upcoming proxy statement, which should disclose the dollar-denominated grant-date fair values of these awards and provide further detail on the performance metrics underlying the PSU payouts. The three-year vesting dates in 2029 for the standard grants, and the 2031 cliff-vesting date for DeGaynor's retention award, mark the key milestones for tracking how this compensation program plays out.

The scale of DeGaynor's award relative to his four colleagues is notable: his combined RSU and PSU grant of 311,680 units, before even counting the separate 150,000-unit retention award, is nearly four times the size of the next-largest package granted to CFO Kowalchik. That gap is consistent with typical public-company practice of concentrating the largest long-term incentive awards in the chief executive role, though the filing does not explain the specific multiple or benchmarking methodology the compensation committee used in setting these award sizes.

Methode Electronics is a designer and manufacturer of custom-engineered components, including sensors and user-interface products used across the automotive, industrial and other end markets, a Business context that is reflected in the automotive-specific title held by one of the five award recipients, Lars Ullrich. The filing itself does not otherwise describe the company's recent financial results or business segments.