メソッドエレクトロニクスの四半期報告

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

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Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)


☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended August 2, 2025


☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from ______ to ______

Commission file number 001-33731

METHODE ELECTRONICS, INC.

(Exact name of registrant as specified in its charter)


Delaware	36-2090085
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois	60631-3518
(Address of principal executive offices)	(Zip Code)

(Registrant’s telephone number, including area code) (708) 867-6777

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:


Title of each Class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.50 Par Value	MEI	New York Stock Exchange

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

At September 5, 2025, the registrant had 35,217,142 shares of common stock outstanding.

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METHODE ELECTRONICS, INC.

INDEX


		Page

PART I.	FINANCIAL INFORMATION

Item 1.	Financial Statements

	Condensed Consolidated Statements of Operations (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	2

	Condensed Consolidated Statements of Comprehensive Income (Loss) (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	3

	Condensed Consolidated Balance Sheets as of August 2, 2025 (unaudited) and May 3, 2025	4

	Condensed Consolidated Statements of Shareholders’ Equity (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	5

	Condensed Consolidated Statements of Cash Flows (unaudited) - Three Months Ended August 2, 2025 and July 27, 2024	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	30

Item 4.	Controls and Procedures	30

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	32

Item 5.	Other Information	32

Item 6.	Exhibits	33

SIGNATURES		34

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

(in millions, except per share data)


	Three Months Ended
	August 2, 2025			July 27, 2024
	(13 Weeks)			(13 Weeks)
Net sales	$	240.5		$	258.5

Cost of products sold		197.0			213.9

Gross profit		43.5			44.6

Selling and administrative expenses		36.6			46.2
Amortization of intangibles		5.8			5.9

Income (loss) from operations		1.1			(7.5	)

Interest expense, net		5.9			4.8
Other expense, net		1.3			0.8

Pre-tax loss		(6.1	)		(13.1	)

Income tax expense		4.2			5.2

Net loss	$	(10.3	)	$	(18.3	)

Loss per share:
Basic	$	(0.29	)	$	(0.52	)
Diluted	$	(0.29	)	$	(0.52	)

Cash dividends per share	$	0.07		$	0.14

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

(in millions)


	Three Months Ended
	August 2, 2025			July 27, 2024
	(13 Weeks)			(13 Weeks)
Net loss	$	(10.3	)	$	(18.3	)

Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments		6.3			2.1
Derivative financial instruments		0.5			(1.7	)
Other comprehensive income		6.8			0.4
Comprehensive loss	$	(3.5	)	$	(17.9	)

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in millions, except share and per share data)


	August 2, 2025			May 3, 2025
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	121.1		$	103.6
Accounts receivable, net		215.6			241.0
Inventories		190.9			194.1
Income tax receivable		5.7			4.1
Prepaid expenses and other current assets		15.9			17.1
Total current assets		549.2			559.9
Long-term assets:
Property, plant and equipment, net		224.5			221.6
Goodwill		173.9			172.7
Other intangible assets, net		234.9			238.4
Operating lease right-of-use assets, net		22.1			23.7
Deferred tax assets		37.8			37.8
Pre-production costs		28.7			31.7
Other long-term assets		20.2			20.0
Total long-term assets		742.1			745.9
Total assets	$	1,291.3		$	1,305.8

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	123.5		$	125.9
Accrued employee liabilities		25.9			32.0
Other accrued liabilities		45.6			50.2
Short-term operating lease liabilities		7.4			7.4
Short-term debt		0.2			0.2
Income tax payable		17.0			17.5
Total current liabilities		219.6			233.2
Long-term liabilities:
Long-term debt		323.2			317.4
Long-term operating lease liabilities		16.8			18.2
Other long-term liabilities		16.7			16.9
Deferred tax liabilities		26.9			26.8
Total long-term liabilities		383.6			379.3
Total liabilities		603.2			612.5
Shareholders' equity:
Common stock, $0.50 par value, 100,000,000 shares authorized, 36,563,766 shares and 37,151,365 shares issued as of August 2, 2025 and May 3, 2025, respectively		18.3			18.6
Additional paid-in capital		193.3			191.8
Accumulated other comprehensive loss		(23.0	)		(29.8	)
Treasury stock, 1,346,624 shares as of August 2, 2025 and May 3, 2025		(11.5	)		(11.5	)
Retained earnings		511.0			524.2
Total shareholders' equity		688.1			693.3
Total liabilities and shareholders' equity	$	1,291.3		$	1,305.8

See notes to condensed consolidated financial statements CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY (Unaudited)

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

(in millions, except share data)


	Three Months Ended August 2, 2025 (13 Weeks)
	Common stock shares			Common stock			Additional paid-in capital			Accumulated other comprehensive loss			Treasury stock			Retained earnings			Total shareholders' equity
Balance as of May 3, 2025		37,151,365		$	18.6		$	191.8		$	(29.8	)	$	(11.5	)	$	524.2		$	693.3
Issuance of restricted stock, net of tax withholding		122,750			0.1			(0.1	)		—			—			(0.4	)		(0.4	)
Cancellation of restricted stock		(710,349	)		(0.4	)		0.4			—			—			—			—
Stock-based compensation expense		—			—			1.2			—			—			—			1.2
Other comprehensive income		—			—			—			6.8			—			—			6.8
Net loss		—			—			—			—			—			(10.3	)		(10.3	)
Dividends on common stock		—			—			—			—			—			(2.5	)		(2.5	)
Balance as of August 2, 2025		36,563,766		$	18.3		$	193.3		$	(23.0	)	$	(11.5	)	$	511.0		$	688.1


	Three Months Ended July 27, 2024 (13 Weeks)
	Common stock shares			Common stock			Additional paid-in capital			Accumulated other comprehensive loss			Treasury stock			Retained earnings			Total shareholders' equity
Balance as of April 27, 2024		36,650,909		$	18.3		$	183.6		$	(36.7	)	$	(11.5	)	$	612.3		$	766.0
Issuance of restricted stock, net of tax withholding		156,100			0.1			(0.1	)		—			—			(0.5	)		(0.5	)
Cancellation of restricted stock		(79,325	)		—			—			—			—			—			—
Conversion of cash bonus to RSUs		—			—			2.0			—			—			—			2.0
Purchases of common stock		(136,000	)		(0.1	)		—			—			—			(1.5	)		(1.6	)
Stock-based compensation expense		—			—			1.3			—			—			—			1.3
Other comprehensive income		—			—			—			0.4			—			—			0.4
Net loss		—			—			—			—			—			(18.3	)		(18.3	)
Dividends on common stock		—			—			—			—			—			(4.9	)		(4.9	)
Balance as of July 27, 2024		36,591,684		$	18.3		$	186.8		$	(36.3	)	$	(11.5	)	$	587.1		$	744.4

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

(in millions)


	Three Months Ended
	August 2, 2025			July 27, 2024
	(13 Weeks)			(13 Weeks)
Operating activities:
Net loss	$	(10.3	)	$	(18.3	)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization		14.9			14.1
Stock-based compensation expense		1.2			2.2
Amortization of debt issuance costs		0.3			0.2
Partial write-off of unamortized debt issuance costs		0.6			1.2
Gain on sale of property, plant and equipment		(0.5	)		—
Impairment of long-lived assets		—			0.3
Inventory obsolescence		1.7			2.0
Change in deferred income taxes		0.5			(0.5	)
Other		(1.0	)		0.3
Changes in operating assets and liabilities:
Accounts receivable		28.3			14.4
Inventories		2.8			(35.1	)
Prepaid expenses and other assets		6.2			(5.8	)
Accounts payable		(6.2	)		32.4
Other liabilities		(13.4	)		3.5
Net cash provided by operating activities		25.1			10.9

Investing activities:
Purchases of property, plant and equipment		(7.1	)		(13.6	)
Proceeds from sale of property, plant and equipment		1.3			—
Net cash used in investing activities		(5.8	)		(13.6	)

Financing activities:
Taxes paid related to net share settlement of equity awards		(0.4	)		(0.5	)
Repayments of finance leases		(0.1	)		(0.1	)
Debt issuance costs		(1.6	)		(1.8	)
Purchases of common stock		—			(1.6	)
Cash dividends		(2.8	)		(5.1	)
Proceeds from borrowings		78.5			—
Repayments of borrowings		(78.1	)		(39.1	)
Net cash used in financing activities		(4.5	)		(48.2	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		2.7			0.7
Increase (decrease) in cash and cash equivalents		17.5			(50.2	)
Cash and cash equivalents at beginning of the period		103.6			161.5
Cash and cash equivalents at end of the period	$	121.1		$	111.3

Supplemental cash flow information:
Cash paid during the period for:
Interest	$	4.8		$	3.3
Income taxes, net of refunds	$	5.7		$	3.7
Operating lease obligations	$	2.2		$	2.3

See notes to condensed consolidated financial statements.

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METHODE ELECTRONICS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Note 1. Description of Business and Summary of Significant Accounting Policies

Description of business

Methode Electronics, Inc. (the “Company” or “Methode”) is a leading global supplier of custom engineered solutions with sales, engineering and manufacturing locations in North America, Europe, Middle East and Asia. The Company designs, engineers and produces mechatronic products for Original Equipment Manufacturers (“OEMs”) utilizing its broad range of technologies for user interface, light-emitting diode (“LED”) lighting system, power distribution and sensor applications.

The Company’s 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.

Basis of presentation

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). All intercompany balances and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted pursuant to such rules and regulations. These interim condensed consolidated financial statements include all adjustments (consisting of normal recurring adjustments, except as otherwise disclosed) that management believes are necessary for a fair presentation of the results of operations, financial position and cash flows of the Company for the interim periods presented. These financial statements should be read in conjunction with the consolidated financial statements included in the Company’s Form 10-K for the year ended May 3, 2025, filed with the SEC on July 9, 2025. Results may vary from quarter to quarter for reasons other than seasonality.

Financial reporting periods

The Company’s fiscal year ends on the Saturday closest to April 30 of the following year, typically resulting in a 52-week year, but occasionally giving rise to an additional week, resulting in a 53-week year. The current fiscal year ending May 2, 2026 is a 52-week fiscal year. The three months ended August 2, 2025 and July 27, 2024 were both 13-week periods.

Use of estimates

The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. These estimates and assumptions are subject to an inherent degree of uncertainty and may change, as new events occur, and additional information is obtained. As a result, actual results may differ from previously estimated amounts, and such differences may be material to the condensed consolidated financial statements. Estimates and assumptions are reviewed periodically, and the effects of revisions are reflected in the period they occur.

Recent accounting pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” ASU No. 2023-09 requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The Company will include the disclosures required under ASU No. 2023-09 in its Annual Report on Form 10-K for the fiscal year ending May 2, 2026. The Company expects the adoption to only impact its financial statement disclosures.

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures.” ASU 2024-03 requires public entities to disclose more detailed information about certain costs and expenses presented in the income statement, including inventory purchases, employee compensation, selling expenses and depreciation. ASU 2024-03 will become effective for the Company’s annual periods beginning in fiscal 2028. Early adoption is permitted. The Company is currently evaluating the impact of this ASU on its financial statement disclosures.

Summary of significant accounting policies

The Company’s significant accounting policies are described in Note 1, “Description of Business and Summary of Significant Accounting Policies,” to the consolidated financial statements included in the Company’s Form 10-K for the year ended May 3, 2025. There have been no material changes to the significant accounting policies in the three months ended August 2, 2025.

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Foreign currency translation

The functional currencies of the majority of the Company’s foreign subsidiaries are their local currencies. The results of operations of these foreign subsidiaries are translated into U.S. dollars using average monthly rates, while the assets and liabilities are translated using period-end exchange rates. The resulting translation adjustments are recorded as a component of accumulated other comprehensive loss (“AOCL”). Gains and losses arising from transactions denominated in a currency other than the functional currency, except certain long-term intercompany transactions, are included in the condensed consolidated statements of operations in other expense, net. Net foreign exchange loss was $1.5 million in the three months ended August 2, 2025, compared to $0.6 million in the three months ended July 27, 2024.

Note 2. Revenue

The Company generates revenue from manufacturing products for customers in diversified global markets under multi-year programs. Typically, these programs do not contain a firm commitment by the customer for volume or price and do not reach the level of a performance obligation until the Company receives either a purchase order and/or a materials release from the customer for a specific quantity at a specified price, at which point an enforceable contract exists. Contracts may also provide for annual price reductions over the production life of a program, and prices may be adjusted on an ongoing basis to reflect changes in product content/cost and other commercial factors.

The majority of the Company’s revenue is recognized at a point in time. The Company has determined that the most definitive demonstration that control has transferred to a customer is physical shipment or delivery, depending on the contractual shipping terms, except for consignment transactions. Consignment transactions are arrangements where the Company transfers product to a customer location but retains ownership and control of such product until it is used by the customer. Revenue for consignment arrangements is recognized upon the customer’s usage. The Company’s revenue also includes customer cost recoveries, which represent reimbursements the Company receives from customers for incremental costs associated with spot purchases of raw materials and premium freight incurred in fulfilling its performance obligation to the customer. Given these cost recoveries are generally negotiated after contract inception, the Company accounts for these cost recoveries as a modification to the existing contract. The Company recognizes cost recoveries as revenue when (or as) the remaining performance obligations per the contract are satisfied, or on the modification date if all performance obligations under the contract have been previously satisfied.

Revenue associated with products which the Company believes have no alternative use (such as highly customized parts), and where the Company has an enforceable right to payment, are recognized over time. Revenue is recognized based on progress to date, which is typically ratably over the production process through transfer of control to the customer.

The Company’s payment terms with its customers are typically 30-60 days from the time control transfers. As the Company’s standard payment terms are less than one year, the Company has elected the practical expedient under Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers,” to not assess whether a contract has a significant financing component.

Contract balances

The Company receives payment from customers based on the contractual billing schedule and specific performance requirements established in the contract. Billings are recorded as accounts receivable when an unconditional right to the contractual consideration exists. A contract asset is an entity’s right to consideration in exchange for goods or services that the entity has transferred to a customer. A contract liability exists when an entity has received consideration, or the amount is due from the customer in advance of revenue recognition. Contract assets and contract liabilities are recognized in other current assets and other accrued liabilities, respectively, in the condensed consolidated balance sheets and were immaterial as of August 2, 2025 and May 3, 2025.

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Disaggregated revenue information

The following table represents a disaggregation of revenue from contracts with customers by segment and geographical location. Net sales are attributed to regions based on the location of production. Though revenue recognition patterns and contracts are generally consistent, the amount, timing and uncertainty of revenue and cash flows may vary in each reportable segment due to geographic and economic factors.


	Three Months Ended August 2, 2025 (13 Weeks)
(in millions)	Automotive		Industrial		Interface		Total
Geographic net sales:
North America	$	36.6	$	44.1	$	10.9	$	91.6
Europe, the Middle East & Africa ("EMEA")		61.6		50.2		—		111.8
Asia		7.9		29.2		—		37.1
Total net sales	$	106.1	$	123.5	$	10.9	$	240.5
Timing of revenue recognition:
Goods transferred at a point in time	$	102.6	$	123.5	$	10.9	$	237.0
Goods transferred over time		3.5		—		—		3.5
Total net sales	$	106.1	$	123.5	$	10.9	$	240.5


	Three Months Ended July 27, 2024 (13 Weeks)
(in millions)	Automotive		Industrial		Interface		Total
Geographic net sales:
North America	$	66.3	$	45.3	$	12.2	$	123.8
EMEA		59.3		39.6		—		98.9
Asia		9.2		26.6		—		35.8
Total net sales	$	134.8	$	111.5	$	12.2	$	258.5
Timing of revenue recognition:
Goods transferred at a point in time	$	132.2	$	111.5	$	12.2	$	255.9
Goods transferred over time		2.6		—		—		2.6
Total net sales	$	134.8	$	111.5	$	12.2	$	258.5

Note 3. Restructuring and Asset Impairment Charges

Restructuring and asset impairment charges includes costs related to restructuring actions taken by the Company as well as long-lived asset impairments.

The Company continually monitors market factors and industry trends and may take restructuring actions to reduce overall costs and improve operational profitability as appropriate. Restructuring actions generally result in charges for employee termination benefits, plant closures, asset impairments and contract termination costs.

Components of restructuring and asset impairment charges were as follows:


	Three Months Ended
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)
Employee termination benefits	$	0.9	$	0.3
Asset impairment charges		—		0.3
Total	$	0.9	$	0.6

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The table below presents restructuring and asset impairment charges by reportable segment.


	Three Months Ended
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)
Automotive	$	0.7	$	0.3
Industrial		—		—
Interface		—		—
Eliminations/Corporate		0.2		0.3
Total	$	0.9	$	0.6
Recognized in:
Cost of products sold	$	—	$	0.3
Selling and administrative expenses		0.9		0.3
	$	0.9	$	0.6

The Company’s restructuring liability was $0.5 million and $0.7 million as of August 2, 2025 and May 3, 2025, respectively. Estimates of restructuring costs are based on information available at the time such charges are recorded. Due to the inherent uncertainty involved in estimating restructuring costs, actual amounts paid for such activities may differ from amounts initially recorded. Accordingly, the Company may record revisions of previous estimates by adjusting previously established accruals. The Company may take additional restructuring actions in future periods based upon market conditions and industry trends.

Note 4. Income Taxes

For the three months ended August 2, 2025, the Company utilized the discrete effective tax rate method, treating the year-to-date period as if it was the annual period to calculate its interim income tax provision, as allowed by ASC 740-270-30-18, “Income Taxes-Interim Reporting.” The Company concluded it could not use the estimated annual effective tax rate method as it could not calculate a reliable estimate of the annual effective tax rate due to it being highly sensitive to minor changes in the forecasted amounts, thus generating significant variability in the estimated annual effective tax rate and distorting the customary relationship between income tax expense and pre-tax loss in interim periods.

The Company’s income tax expense and effective tax rate for the three months ended August 2, 2025 and July 27, 2024 were as follows:


	Three Months Ended
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)
Pre-tax loss	$	(6.1	)	$	(13.1	)
Income tax expense		4.2			5.2
Effective tax rate		(68.9	)%		(39.7	)%

The effective tax rate for the three months ended August 2, 2025 differs from the U.S. federal statutory tax rate of 21% primarily due to an increase in a valuation allowance for deferred tax assets of $1.7 million, an unfavorable impact from global intangible low-tax income (“GILTI”) and non-deductible interest, partially offset by the impact of income derived from foreign operations with lower statutory tax rates. The effective tax rate for the three months ended July 27, 2024 differs from the U.S. federal statutory tax rate of 21% primarily due to an increase in a valuation allowance for deferred tax assets of $4.3 million and an unfavorable impact from GILTI, partially offset by the impact of income derived from foreign operations with lower statutory tax rates and research deductions claimed in foreign jurisdictions. The valuation allowance was recorded as the Company determined that based on the evaluation of all available evidence that the recovery of some of its deferred tax assets was not more likely than not.

The Organization for Economic Cooperation and Development’s (“OECD”) Pillar II Initiative introduced a 15% global minimum tax for certain multinational groups exceeding minimum annual global revenue thresholds. Some countries in which the Company operates have enacted legislation adopting the minimum tax effective January 1, 2024. While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which the Company operates have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2. For fiscal 2026, the Company performed a calculation of an additional top-up tax under the safe harbor Pillar 2 Framework to determine the jurisdictions where the effective tax rate fell below the minimum threshold of 15% and included the results in income tax expense for the period.

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The Company’s gross unrecognized income tax benefits were $0.9 million and $0.8 million as of August 2, 2025 and May 3, 2025, respectively. If any portion of the Company’s unrecognized tax benefits is recognized, it would impact the Company’s effective tax rate. The unrecognized tax benefits are reviewed periodically and adjusted for changing facts and circumstances, such as tax audits, the lapsing of applicable statutes of limitations and changes in tax law. The Company recognizes interest and penalties related to income tax uncertainties in income tax expense. Accrued interest and penalties were $0.1 million and $0.1 million as of August 2, 2025 and May 3, 2025, respectively.

On July 4, 2025, the United States Congress passed the budget reconciliation bill H.R. 1, commonly referred to as the One Big Beautiful Bill Act (“OBBBA”). The OBBBA makes permanent many of the provisions previously enacted as part of the 2017 Tax Cut and Jobs Act that were set to expire at the end of 2025 and includes other changes to certain U.S. corporate tax provisions. The changes to U.S. tax law that were enacted under the OBBBA include modifications to capitalization of research and development expenses, changes to interest expense limitations and accelerated fixed asset depreciation. Based on the Company’s current U.S. tax position, the changes did not have a significant impact to the effective tax rate.

Note 5. Balance Sheet Components

Cash and cash equivalents

Cash and cash equivalents consist of cash and highly liquid investments with maturities of three months or less. Highly liquid investments include money market funds which are classified within Level 1 of the fair value hierarchy.

Accounts receivable and allowance for doubtful accounts

Accounts receivable are customer obligations due under normal trade terms and are presented net of an allowance for doubtful accounts. The Company establishes an allowance for doubtful accounts based on the current expected credit loss impairment model. The Company applies a historical loss rate based on historic write-offs to aging categories. The historical loss rate is adjusted for current conditions and reasonable and supportable forecasts of future losses, as necessary. The Company may also record a specific reserve for individual accounts when it becomes aware of specific customer circumstances, such as in the case of a bankruptcy filing or deterioration in the customer’s operating results or financial position. The allowance for doubtful accounts balance was $3.2 million and $3.0 million as of August 2, 2025 and May 3, 2025, respectively.

Inventories

Inventories are stated at the lower-of-cost or net realizable value. Cost is determined using the first-in, first-out method. Finished products and work-in-process inventories include direct material costs and direct and indirect manufacturing costs. The Company records reserves for inventory that may be obsolete or in excess of current and future market demand. A summary of inventories is shown below:


(in millions)	August 2, 2025			May 3, 2025
Finished products	$	44.1		$	44.3
Work-in-process		23.0			20.7
Raw materials		150.5			158.0
Gross inventories		217.6			223.0
Inventory reserves		(26.7	)		(28.9	)
Total inventories, net	$	190.9		$	194.1

Property, plant and equipment

Property, plant and equipment are recorded at cost less accumulated depreciation. Maintenance and repair costs are expensed as incurred. Depreciation is calculated using the straight-line method using estimated useful lives of 5 to 40 years for buildings and building improvements, 7 to 15 years for machinery and equipment and 3 years for computer equipment. A summary of property, plant and equipment is shown below:


(in millions)	August 2, 2025			May 3, 2025
Land	$	3.3		$	3.3
Buildings and building improvements		105.9			104.6
Machinery and equipment		435.0			424.2
Construction in progress		51.8			47.9
Total property, plant and equipment, gross		596.0			580.0
Less: accumulated depreciation		(371.5	)		(358.4	)
Property, plant and equipment, net	$	224.5		$	221.6

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Depreciation expense was $9.1 million and $8.2 million in the three months ended August 2, 2025 and July 27, 2024, respectively. As of August 2, 2025 and May 3, 2025, capital expenditures recorded in accounts payable totaled $5.9 million and $3.3 million, respectively.

Pre-production tooling costs related to long-term supply arrangements

The Company incurs pre-production tooling costs related to products produced for its customers under long-term supply arrangements. Engineering, testing and other costs incurred in the design and development of production parts are expensed as incurred, unless the costs are reimbursable by the customer. As of August 2, 2025 and May 3, 2025, the Company had $28.7 million and $31.7 million, respectively, of pre-production tooling costs related to customer-owned tools for which reimbursement is contractually guaranteed by the customer or for which the customer has provided a non-cancelable right to use the tooling.

Costs for molds, dies and other tools used in products produced for its customers under long-term supply arrangements for which the Company has title are capitalized in property, plant and equipment and amortized over the shorter of the life of the arrangement or the estimated useful life of the assets. As of August 2, 2025 and May 3, 2025, Company-owned tooling was $13.4 million and $12.9 million, respectively.

Note 6. Goodwill and Other Intangible Assets

Goodwill

Goodwill represents the excess of the purchase price over the fair value of the net tangible and identifiable intangible assets acquired in a business combination. A summary of the changes in the carrying amount of goodwill by reportable segment is as follows:


(in millions)	Automotive			Industrial		Total
Balance as of May 3, 2025	$	—		$	172.7	$	172.7
Foreign currency translation		—			1.2		1.2
Gross balance		105.9			173.9		279.8
Accumulated impairment		(105.9	)		—		(105.9	)
Balance as of August 2, 2025	$	—		$	173.9	$	173.9

A summary of goodwill by reporting unit is as follows:


(in millions)	August 2, 2025		May 3, 2025
Grakon Industrial	$	124.7	$	124.7
Nordic Lights		47.6		46.4
Other		1.6		1.6
Total	$	173.9	$	172.7

The Company tests goodwill and indefinite-lived intangible assets for impairment on an annual basis as of the beginning of the fourth quarter each fiscal year. In addition, the Company continuously monitors for events and circumstances that could negatively impact the key assumptions used in determining fair value and therefore require interim goodwill impairment testing, including long-term revenue growth projections, profitability, discount rates, volatility in the Company's market capitalization, and general industry, market and macroeconomic conditions. No impairment indicators were identified in the first quarter of fiscal 2026.

Other intangible assets, net

Details of identifiable intangible assets are shown below:


	August 2, 2025
(in millions)	Gross		Accumulated amortization			Net		Weighted average remaining useful life (years)
Amortized intangible assets:
Customer relationships and agreements	$	314.2	$	(107.0	)	$	207.2		13.9
Trade names, patents and technology licenses		77.0		(51.1	)		25.9		6.3
Total amortized intangible assets		391.2		(158.1	)		233.1
Unamortized trade name		1.8		—			1.8
Total other intangible assets	$	393.0	$	(158.1	)	$	234.9

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	May 3, 2025
(in millions)	Gross		Accumulated amortization			Net		Weighted average remaining useful life (years)
Amortized intangible assets:
Customer relationships and agreements	$	311.8	$	(102.3	)	$	209.5		14.0
Trade names, patents and technology licenses		76.5		(49.4	)		27.1		6.4
Total amortized intangible assets		388.3		(151.7	)		236.6
Unamortized trade name		1.8		—			1.8
Total other intangible assets	$	390.1	$	(151.7	)	$	238.4

Based on the current amount of intangible assets subject to amortization, the estimated aggregate amortization expense for each of the five succeeding fiscal years and thereafter is as follows:


(in millions)
Fiscal Year:
Remainder of fiscal 2026	$	16.2
2027		22.4
2028		20.1
2029		18.9
2030		17.8
Thereafter		137.7
Total	$	233.1

Note 7. Derivative Instruments and Hedging Activities

The Company is exposed to various market risks including, but not limited to, foreign currency exchange rates and market interest rates. The Company strives to control its exposure to these risks through our normal operating activities and, where appropriate, through the use of derivative financial instruments. Derivative financial instruments are measured at fair value on a recurring basis using various pricing models that incorporate observable market parameters, such as interest rate yield curves and foreign currency rates and are classified as Level 2 within the fair value hierarchy.

For a designated cash flow hedge, the effective portion of the change in the fair value of the derivative financial instrument is recorded in AOCL in the condensed consolidated balance sheets. When the underlying hedged transaction is realized, the gain or loss previously included in AOCL is recorded in earnings and reflected in the condensed consolidated statements of operations on the same line as the gain or loss on the hedged item attributable to the hedged risk. The gain or loss associated with changes in the fair value of derivatives not designated as hedges are recorded immediately in the condensed consolidated statements of operations on the same line as the associated risk. For a designated net investment hedge, the effective portion of the change in the fair value of the derivative financial instrument is recorded as a cumulative translation adjustment in AOCL in the condensed consolidated balance sheets.

Net investment hedges

The Company is exposed to the risk that adverse changes in foreign currency exchange rates could impact its net investment in non-U.S. subsidiaries. To manage this risk, the Company designates certain qualifying derivative and non-derivative instruments, including cross-currency swaps and foreign currency-denominated debt, as net investment hedges of certain non-U.S. subsidiaries.

The Company had a fixed-rate, cross-currency swap, with a notional value of $60.0 million (€54.8 million), that settled in December 2024 with a gross gain of approximately $3.1 million. The cross-currency swap was designated as a hedge of the Company’s net investment in its euro-denominated subsidiaries. The gain will remain in AOCL until the hedged net investment is sold or substantially liquidated.

Hedge effectiveness is assessed at the inception of the hedging relationship and quarterly thereafter, under the spot-to-spot method. The Company recognizes the impact of all other changes in fair value of the derivative, which represents the interest rate differential of the cross-currency swap, through interest expense. For the three months ended August 2, 2025 and July 27, 2024, the Company recorded zero and a gain of $0.2 million, respectively, in interest expense, net in the condensed consolidated statements of operations.

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As of August 2, 2025, the Company designated €55.0 million of long-term borrowings under its revolving credit facility (see Note 8 “Debt”) as a net investment hedge of the foreign currency exposure of its investment in its euro-denominated subsidiaries. The remaining euro-denominated borrowings were previously designated as a net investment hedge up until December 18, 2024. Due to changes in the value of the euro-denominated long-term borrowings designated as a net investment hedge, in the three months ended August 2, 2025 and July 27, 2024, losses, net of tax, of $0.2 million and $3.4 million, respectively, were recognized within the currency translation section of other comprehensive income (loss). Included in AOCL related to net investment hedges were cumulative gains of $8.8 million and $9.0 million, respectively, as of August 2, 2025 and May 3, 2025. The Company manages the related foreign exchange risk of its euro-denominated long-term borrowings not designated as a net investment hedge through certain euro-denominated financial assets.

Interest rate swaps

The Company utilizes interest rate swaps to limit its exposure to market fluctuations on its variable-rate borrowings. The interest rate swaps effectively convert a portion of the Company’s variable rate borrowings to a fixed rate based upon a determined notional amount. The Company has an interest rate swap, maturing on October 31, 2027, with a notional value of $152.1 million (€132.0 million). The interest rate swap is designated as a cash flow hedge.

Hedge effectiveness is assessed at the inception of the hedging relationship and quarterly thereafter. The effective portion of the periodic changes in fair value is recognized in AOCL in the condensed consolidated balance sheets. Subsequently, the accumulated gains and losses recorded in AOCL are reclassified to income in the period during which the hedged cash flow impacts earnings, which are expected to be immaterial over the next 12 months. No ineffectiveness was recognized in the three months ended August 2, 2025 and July 27, 2024.

Derivatives not designated as hedges

The Company uses short-term foreign currency forward contracts to reduce the earnings impact that exchange rate fluctuations have on non-functional currency balance sheet exposures. These forward contracts are not designated as hedging instruments. Gains and losses on these forward contracts are recognized in other expense, net, along with the foreign currency gains and losses on monetary assets and liabilities, in the condensed consolidated statements of operations.

As of August 2, 2025 and May 3, 2025, the Company held foreign currency forward contracts with a notional value of $124.7 million and $107.2 million, respectively. During the three months ended August 2, 2025, the Company recognized a loss of $0.2 million related to foreign currency forward contracts in the condensed consolidated statements of operations. During the three months ended July 27, 2024, the Company recognized a loss of zero related to foreign currency forward contracts in the condensed consolidated statements of operations.

Effect of derivative instruments on comprehensive income (loss)

The pre-tax effects of derivative financial instruments recorded in other comprehensive income (loss) were as follows:


	Three Months Ended
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)
Net investment hedges	$	—	$	(0.9	)
Interest rate swaps		0.7		(1.3	)
Total	$	0.7	$	(2.2	)

Fair value of derivative instruments on the balance sheet

The fair value of derivative instruments is classified as Level 2 within the fair value hierarchy and is recorded in the condensed consolidated balance sheets as follows:


		Asset/(Liability)
(in millions)	Financial Statement Caption	August 2, 2025			May 3, 2025
Derivatives designated as hedging instruments:
Interest rate swaps	Other long-term liabilities	$	(5.0	)	$	(5.7	)
Derivatives not designated as hedging instruments:
Foreign currency forward contracts	Prepaid expenses and other current assets	$	0.2		$	0.7

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Note 8. Debt

A summary of debt is shown below:


(in millions)	August 2, 2025			May 3, 2025
Revolving credit facility	$	325.8		$	319.4
Other debt		1.3			1.3
Unamortized debt issuance costs		(3.7	)		(3.1	)
Total debt		323.4			317.6
Less: current maturities		(0.2	)		(0.2	)
Total long-term debt	$	323.2		$	317.4

Revolving credit facility

On October 31, 2022, the Company entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders and other parties named therein. On March 6, 2024, the Company entered into a First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) and on July 9, 2024, the Company entered into a Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guaranty (the “Second Amendment”) among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto.

On July 7, 2025, the Company entered into a Third Amendment to Second Amended and Restated Credit Agreement (the “Third Amendment”) among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto. Among other things, the Third Amendment (i) reduced the revolving credit commitments from $500 million to $400 million, (ii) eliminated the Company’s option to increase the revolving credit commitments and/or add one or more tranches of term loans under the credit facility from time to time subject to certain limitations and conditions including approval of certain lenders, (iii) amended the consolidated interest coverage ratio covenant for the quarters ending August 2, 2025, November 1, 2025, January 31, 2026 and May 2, 2026 to relax that covenant to some extent for each of those quarters, (iv) amended the consolidated leverage ratio covenant for the quarters ending August 2, 2025, November 1, 2025, January 31, 2026, May 2, 2026 and August 1, 2026 to relax that covenant to some extent for each of those quarters, (v) amended the definition of “Consolidated EBITDA,” to include an add back for a portion of the inventory write-down taken in the fourth quarter of fiscal 2025, (vi) increased the interest rate during the period from July 7, 2025 to the date that financial statements and a compliance certificate are delivered for the fiscal quarter ending October 31, 2026 (such period, the “Third Amendment Period”), (vii) changed the commitment fee payment during the Third Amendment Period, (viii) extended, through the maturity date, the requirement to provide monthly financial statements to the lenders, (ix) restricted or decreased, during the Third Amendment Period, the amount of certain exceptions to covenants restricting liens on, investments by and indebtedness of the Company and its subsidiaries, (x) limited to $2.5 million, in any fiscal quarter during the Third Amendment Period, the general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries, while allowing under that general basket exceptions up to an aggregate of $25 million of restricted payments during any other period, (xi) extended, through the maturity date, an “anti-cash hoarding” requirement contained in the Second Amendment such that that if we have cash on hand in the U.S. (subject to certain exceptions) of more than $65 million for 10 consecutive business days, we shall prepay the indebtedness under the credit facility by the amount of such excess, (xii) eliminated, during the Third Amendment Period, the investment, restricted payment and indebtedness baskets that had allowed for unlimited investments, restricted payments and indebtedness, as applicable, so long as (among other requirements) the Company met certain pro forma consolidated leverage ratio tests and (xiii) waived any default or event of default that may have occurred due to non-compliance with the consolidated interest coverage ratio covenant and the consolidated leverage ratio covenant for the quarter ended May 3, 2025 as calculated using the definition of “Consolidated EBITDA” that was in effect before giving effect to the Third Amendment.

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As of August 2, 2025, the Company was not in compliance with a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries contained in the Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment) for the quarter ended August 2, 2025. On September 8, 2025, the Company entered into a Waiver Letter (the “Waiver Letter”) among the Company, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Among other things, the Waiver Letter (i) acknowledged that an event of default under the Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment) occurred as the result of the Company making approximately $2.8 million of restricted payments during the quarter ended August 2, 2025, which was in excess of the $2.5 million general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries during the quarter ended August 2, 2025, (ii) reduced, for the quarter ending November 1, 2025, the general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries by the amount of excess restricted payments made during the quarter ended August 2, 2025 (which change reduced such basket exception from $2.5 million to approximately $2.2 million for the quarter ending November 1, 2025), and (iii) waived the acknowledged event of default.

The Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Waiver Letter is referred to herein as the “Amended Credit Agreement.”

The Amended Credit Agreement provides for a secured multicurrency revolving credit facility of $400 million. The Amended Credit Agreement matures on October 31, 2027.

The Third Amendment was accounted for as a debt modification, which resulted in a non-cash loss of $0.6 million in the three months ended August 2, 2025 related to the partial write-off of unamortized debt issuance costs as a result of the reduction in the credit facility size. The non-cash loss was recognized in other expense, net in the Company’s condensed consolidated statement of operations. Additionally, the Company incurred debt issuance costs of $1.6 million associated with the Third Amendment which were capitalized and, along with the current unamortized debt issuance costs, are being amortized to interest expense on a straight-line basis over remaining term of the Amended Credit Agreement.

The Second Amendment was accounted for as a debt modification, which resulted in a non-cash loss of $1.2 million in the three months ended July 27, 2024 related to the partial write-off of unamortized debt issuance costs as a result of the reduction in the credit facility size from $750 million to $500 million in the Second Amendment (subsequently reduced further in the Third Amendment). The non-cash loss was recognized in other expense, net in the Company’s condensed consolidated statement of operations. Additionally, the Company incurred debt issuance costs of $1.8 million associated with the Second Amendment which were capitalized and, along with the current unamortized debt issuance costs, are being amortized to interest expense on a straight-line basis over remaining term of the Amended Credit Agreement.

Loans denominated in U.S. dollars under the Amended Credit Agreement bear interest at either (a) an adjusted base rate or (b) an adjusted term Secured Overnight Financing Rate (“SOFR”) rate or term SOFR daily floating rate (in each case, as determined in accordance with the provisions of the Amended Credit Agreement) in each case plus an additional applicable rate (the “Applicable Rate”) ranging (subject to the last sentence of this paragraph) between 0.375% and 2.00%, in the case of adjusted base rate loans, and between 1.375% and 3.00%, in the case of adjusted term SOFR rate loans and term SOFR daily floating rate loans. Loans denominated (a) in euros will bear interest at the Euro Interbank Offered Rate, (b) in pounds sterling will bear interest at the Sterling Overnight Index Average Reference Rate, (c) in Singapore dollars will bear interest at the Singapore Interbank Offered Rate, (d) in Canadian dollars will bear interest at the forward-looking term rate based on the Canadian Overnight Repo Rate Average and (e) in Hong Kong dollars will bear interest at the Hong Kong Interbank Offered Rate (in each case, as determined in accordance with the provisions of the Amended Credit Agreement), in each case plus an Applicable Rate ranging (subject to the last sentence of this paragraph) between 1.375% and 3.00%. The Applicable Rate is set based on the Company’s consolidated leverage ratio, except that during the Third Amendment Period, the Applicable Rate shall be (x) 3.50% in the case of adjusted term SOFR rate loans, term SOFR daily floating rate loans and any loans denominated in a foreign currency and (y) 2.50% in the case of adjusted base rate loans, in each case regardless of the Company’s consolidated leverage ratio.

As of August 2, 2025, the outstanding balance under the revolving credit facility consisted of $295.8 million (€255.3 million) of euro-denominated borrowings and $30.0 million of U.S. dollar denominated borrowings. The weighted-average interest rate on outstanding U.S. dollar and euro-denominated borrowings under the Amended Credit Agreement was approximately 8.0% and 5.4%, respectively, as of August 2, 2025.

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The Amended Credit Agreement contains various representations and warranties, financial covenants (including covenants requiring the Company to maintain compliance with a minimum consolidated interest coverage ratio and a maximum consolidated leverage ratio, in each case as of the end of each fiscal quarter), restrictive and other covenants, and events of default. The covenants in the Amended Credit Agreement include an “anti-cash hoarding” requirement, as discussed above. As of August 2, 2025, the Company was in compliance with all the covenants in the Amended Credit Agreement (other than a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries during the quarter ended August 2, 2025, which event of default was subsequently waived as discussed above).

Other debt

One of the Company’s European subsidiaries has debt that consists of one note with a maturity in 2031. The weighted-average interest rate on this debt was approximately 1.8% as of August 2, 2025 and $0.2 million of the debt was classified as short-term.

Note 9. Shareholders’ Equity

Share buyback programs

On March 31, 2021, as subsequently amended on June 16, 2022, the Board of Directors authorized the purchase of up to $200.0 million of the Company’s outstanding common stock through June 14, 2024 (the “2021 Buyback Authorization”). On June 13, 2024, the Board of Directors approved a new share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of the Company’s outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions.

Prior to its expiration, a total of 3,553,961 shares were purchased under the 2021 Buyback Authorization at a total cost of $134.6 million, including 136,000 shares purchased in the three months ended July 27, 2024 at a cost of $1.6 million. All purchased shares were retired and are reflected as a reduction of common stock for the par value of shares, with the excess applied as a reduction to retained earnings. No further shares can be purchased under the 2021 Buyback Authorization. No shares have been purchased under the 2024 Buyback Authorization. As of August 2, 2025, the dollar value of shares that remained available to be purchased by the Company under the 2024 Buyback Authorization was $200.0 million.

Dividends

The Company paid dividends totaling $2.8 million and $5.1 million in the three months ended August 2, 2025 and July 27, 2024, respectively. Dividends paid in the three months ended August 2, 2025 and July 27, 2024, include $0.3 million and $0.2 million, respectively, of dividend equivalent payments for restricted stock units that vested.

Accumulated other comprehensive income (loss)

Comprehensive income (loss) is defined as the change in equity of a business enterprise during a period from transactions and other events and circumstances from non-owner sources. A summary of changes in AOCL, net of tax is shown below:


	Three Months Ended August 2, 2025 (13 Weeks)
(in millions)	Currency translation adjustments			Derivative instruments			Total
Balance at beginning of period	$	(28.2	)	$	(1.6	)	$	(29.8	)
Other comprehensive income		6.2			0.7			6.9
Tax benefit (expense)		0.1			(0.2	)		(0.1	)
Net other comprehensive income		6.3			0.5			6.8
Balance at the end of period	$	(21.9	)	$	(1.1	)	$	(23.0	)


	Three Months Ended July 27, 2024 (13 Weeks)
(in millions)	Currency translation adjustments			Derivative instruments			Total
Balance at beginning of period	$	(36.5	)	$	(0.2	)	$	(36.7	)
Other comprehensive income (loss)		1.1			(2.2	)		(1.1	)
Tax benefit		1.0			0.5			1.5
Net other comprehensive income (loss)		2.1			(1.7	)		0.4
Balance at the end of period	$	(34.4	)	$	(1.9	)	$	(36.3	)

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Stock-based compensation

The Company has granted restricted stock awards (“RSAs”), restricted stock units (“RSUs”), performance stock units (“PSUs”) and stock awards to employees and non-employee directors under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (“2022 Plan” and the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (“2014 Plan”). The Company can no longer make grants under the 2014 Plan.

Subject to adjustment as provided in the 2022 Plan and the 2022 Plan’s share counting provisions, the number of shares of the Company's common stock that will be available for all awards under the 2022 Plan is 5,550,000, less an amount to reflect shares, options or other awards granted under prior plans after April 30, 2022. As of August 2, 2025, there were approximately 5.1 million shares available for award under the 2022 Plan.

Restricted stock awards

As of May 3, 2025, the Company had 710,349 RSAs outstanding which were subject to the achievement of an EBITDA measure for fiscal 2025. The EBITDA performance measure for fiscal 2025 was not met and the outstanding RSAs were cancelled in June 2025.

Performance stock units

In fiscal 2025, the Company granted 208,661 PSUs which will vest upon the achievement of a total stockholder return (“TSR”) measure based on the growth in the Company’s stock price over a three-year performance period that ends April 30, 2027. The number of shares to be issued may range from 0% to a maximum of 200% of the PSUs granted. The Company estimated the grant date fair value of the PSUs using the Monte Carlo simulation model, as the TSR metric and changes in stock price are considered market conditions under ASC 718, “Compensation - Stock Compensation.”

The PSUs earn dividend equivalents during the vesting periods, which are forfeitable if the PSUs do not vest. As of August 2, 2025, unrecognized share-based compensation expense for the PSUs was $2.0 million, which is expected to be recognized over a weighted average period of approximately 2.0 years. The following table summarizes PSU activity:


	Performance stock units		Weighted average grant date fair value
Non-vested at May 3, 2025		208,661	$	14.09
Awarded		—	$	—
Vested		—	$	—
Forfeited		—	$	—
Non-vested at August 2, 2025		208,661	$	14.09

On August 8, 2025, the Company granted 795,195 PSUs to certain employees, including 328,520 PSUs granted to the Company’s Chief Executive Officer (“CEO”). The PSUs may be earned on the third anniversary of the grant date based on a cumulative three-year performance period relative to established goals for threshold and target performance. The performance measures are based on return on invested capital (“ROIC”) and annualized TSR, in each case through the end of the Company’s fiscal 2028, with 60% of the award allocated to the ROIC measure and 40% to TSR.

Restricted stock units

RSUs granted vest over a pre-determined period of time, up to five years from the date of grant. The fair value of the RSUs granted are based on the closing stock price on the date of grant and earn dividend equivalents during the vesting periods, which are forfeitable if the RSUs do not vest. The following table summarizes RSU activity:


	Restricted stock units			Weighted average grant date fair value
Non-vested at May 3, 2025		620,550		$	15.31
Awarded		—		$	—
Vested		(40,615	)	$	18.69
Forfeited		(11,548	)	$	28.21
Non-vested at August 2, 2025		568,387		$	14.81

As of August 2, 2025, unrecognized share-based compensation expense for RSUs was $2.8 million which will be recognized over a weighted-average amortization period of 1.4 years.

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On August 8, 2025, the Company granted 839,125 RSUs to certain employees, including 328,520 RSUs granted to the Company’s CEO. The RSUs are subject to a three-year vesting period based on continued service, with 33%, 33% and 34% of each award vesting on each of the first three anniversaries of the grant date.

Non-employee director stock awards

The Company grants stock awards to its non-employee directors as a component of their compensation. The stock awards vest immediately upon grant. Non-employee directors may elect to defer receipt of their shares under the Company’s non-qualified deferred compensation plan. The following table summarizes awards granted to non-employee directors:


	Non-employee director awards		Deferred non-employee director awards		Total		Weighted average grant date fair value
Outstanding at May 3, 2025		—		147,312		147,312	$	22.39
Awarded		—		1,629		1,629	$	6.33
Issued		—		—		—	$	—
Non-vested at August 2, 2025		—		148,941		148,941	$	22.21

Stock-based compensation expense

All stock-based awards to employees and non-employee directors are recognized in selling and administrative expenses on the condensed consolidated statements of operations. Awards subject to graded vesting are recognized using the accelerated recognition method over the requisite service period. The table below summarizes the stock-based compensation expense related to the equity awards:


	Three Months Ended
	August 2, 2025		July 27, 2024
(in millions)	(13 Weeks)		(13 Weeks)
RSUs	$	0.9	$	0.7
PSUs		0.3		—
Deferred non-employee director awards		—		0.9
Non-employee director awards		—		0.6
Total stock-based compensation expense	$	1.2	$	2.2

Note 10. Loss per Share

Basic loss per share is calculated by dividing net loss by the weighted average number of common shares outstanding for the applicable period, but excludes any contingently issued shares where the contingency has not been resolved. The weighted average number of common shares used in the diluted loss per share calculation is determined using the treasury stock method which includes the effect of all potential dilutive common shares outstanding during the period.

The following table sets forth the computation of basic and diluted loss per share:


	Three Months Ended
	August 2, 2025			July 27, 2024
	(13 Weeks)			(13 Weeks)
Net loss (in millions)	$	(10.3	)	$	(18.3	)

Basic weighted average shares outstanding		35,372,619			35,423,886
Dilutive effect of common stock equivalents		—			—
Diluted weighted average shares outstanding		35,372,619			35,423,886

Loss per share:
Basic	$	(0.29	)	$	(0.52	)
Diluted	$	(0.29	)	$	(0.52	)

Number of anti-dilutive potentially issuable shares excluded from diluted common shares outstanding		248,195			1,004,990

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In the three months ended August 2, 2025 and July 27, 2024, all potential common shares issuable for PSUs and RSUs were excluded from the calculation of diluted loss per share, as the effect of including them would have been anti-dilutive. The dilutive effect of potential common shares issuable for PSUs and RSUs on the weighted-average number of common shares outstanding would have been approximately 170,000 and 69,046 common shares for the three months ended August 2, 2025 and July 27, 2024, respectively.

Note 11. Segment Information

An operating segment is defined as a component of an enterprise that engages in business activities from which it may earn revenues and incur expenses, and about which separate financial information is regularly evaluated by the Chief Operating Decision Maker (“CODM”) in deciding how to allocate resources. The CODM is the Company’s President and Chief Executive Officer (“CEO”).

The Automotive segment supplies electronic and electro-mechanical devices and related products to automobile OEMs, either directly or through their tiered suppliers. Products include integrated overhead and center consoles, hidden and ergonomic switches, transmission lead-frames, insert molded components, LED-based lighting and sensors, which incorporate magneto-elastic sensing and other sensing technologies that monitor the operation or status of a component or system.

The Industrial segment manufactures exterior and interior lighting solutions, industrial safety radio remote controls, braided flexible cables, current-carrying laminated busbars and devices, custom power-product assemblies, such as our PowerRail® solution, high-current high-voltage flexible power cabling systems and powder-coated busbars that are used in various markets and applications, including aerospace, commercial vehicles, data centers, industrial equipment, power conversion, military, telecommunications and transportation.

The Interface segment provides a variety of high-speed digital communication over copper media solutions for the data center and broadband markets, and interface panel solutions for the appliance market. Solutions include copper transceivers, distribution point units, and solid-state field-effect consumer touch panels.

Corporate and intersegment eliminations do not meet the requirements for being classified as an operating segment. Corporate costs include various support functions, such as accounting/finance, executive administration, human resources, information technology and legal.

The accounting policies of the segments are the same as those described in the summary of significant accounting policies in Note 1, “Description of Business and Summary of Significant Accounting Policies.” The CODM allocates resources to and evaluates the performance of each operating segment based on operating income. Operating income or loss is used to monitor budget versus actual results and year-over-year actual results to inform the decisions of how to allocate capital and resources within the Company. Transfers between segments are recorded using internal transfer prices set by the Company.

The tables below present information about the Company’s reportable segments:


	Three Months Ended August 2, 2025 (13 Weeks)
(in millions)	Automotive			Industrial			Interface		Eliminations/ Corporate			Consolidated
Net sales	$	110.9		$	133.5		$	10.9	$	(14.8	)	$	240.5
Transfers between segments		(4.8	)		(10.0	)		—		14.8			—
Net sales to unaffiliated customers		106.1			123.5			10.9		—			240.5
Cost of products sold		106.0			83.8			7.5		(0.3	)		197.0
Selling and administrative expenses		10.6			9.4			0.4		16.2			36.6
Amortization of intangibles		2.0			3.8			—		—			5.8
Income (loss) from operations	$	(12.5	)	$	26.5		$	3.0	$	(15.9	)	$	1.1
Interest expense, net													5.9
Other expense, net													1.3
Pre-tax loss												$	(6.1	)

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	Three Months Ended July 27, 2024 (13 Weeks)
(in millions)	Automotive			Industrial			Interface		Eliminations /Corporate			Consolidated
Net sales	$	136.7		$	117.1		$	12.2	$	(7.5	)	$	258.5
Transfers between segments		(1.9	)		(5.6	)		—		7.5			—
Net sales to unaffiliated customers		134.8			111.5			12.2		—			258.5
Cost of products sold		126.2			78.7			9.6		(0.6	)		213.9
Selling and administrative expenses		12.0			12.3			0.7		21.2			46.2
Amortization of intangibles		2.3			3.6			—		—			5.9
Income (loss) from operations	$	(5.7	)	$	16.9		$	1.9	$	(20.6	)	$	(7.5	)
Interest expense, net													4.8
Other expense, net													0.8
Pre-tax loss												$	(13.1	)


(in millions)	August 2, 2025		May 3, 2025
Identifiable assets:
Automotive	$	555.8	$	596.0
Industrial		597.5		594.6
Interface		65.8		62.4
Eliminations/Corporate		72.2		52.8
Total identifiable assets	$	1,291.3	$	1,305.8

Note 12. Contingencies

Certain litigation arising in the normal course of business is pending against us. The Company is, from time-to-time, subject to various legal actions and claims incidental to our business, including those arising out of alleged defects, breach of contracts, employment-related matters, environmental matters and intellectual property matters. The Company has established loss provisions for matters in which losses are deemed probable and reasonably estimable. The Company considers insurance coverage and third-party indemnification, among other things, when determining required accruals for pending litigation and claims. Although the outcome of potential legal actions and claims cannot be predicted with certainty, it is the Company's opinion, based on the information available, that it has adequate reserves for these liabilities. However, the ultimate outcome of any matter could require payment in excess of any amount that the Company may have accrued.

Stockholder Litigation

On August 26, 2024, a putative class action lawsuit on behalf of purchasers of Company common stock between June 23, 2022 and March 6, 2024, inclusive, entitled Marie Salem v. Methode Electronics, Inc. et al. was filed in the U.S. District Court for the Northern District of Illinois against the Company, a former Chief Executive Officer, President and director of the Company and a former Chief Financial Officer of the Company. The complaint alleges, among other things, that the defendants made false and/or misleading statements relating to the Company’s business, operations and prospects, including in respect of the Company’s transition to production of more specialized components for manufacturers of electric vehicles and the Company’s operations at its facility in Monterrey, Mexico, in violation of Sections 10(b) and 20 of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder. The complaint seeks, among other things, unspecified money damages along with equitable relief and costs and expenses, including counsel fees and expert fees. Another purported shareholder filed a substantially similar action in the U.S. District Court for the Northern District of Illinois on October 7, 2024 against the same defendants and a former Chief Operating Officer of the Company, in a case entitled City of Cape Coral Municipal General Employees Retirement Plan v. Methode Electronics, Inc., et al. The second securities class action was filed on behalf of a broader putative class of purchasers of Company common stock between December 2, 2021 and March 6, 2024. In addition, two purported shareholders filed derivative lawsuits on November 26, 2024 and February 4, 2025, respectively. The derivative lawsuits were filed on behalf of the Company in the U.S. District Court for the Northern District of Illinois against the current members of the Company’s Board of Directors, as well as certain former directors and executives, alleging that the defendants breached their fiduciary duties by allowing the Company to issue various statements that are alleged to have been false or misleading for the same reasons alleged in the securities class action complaints. The derivative lawsuits are entitled Ray Homsi v. Donald Duda, et al. and Kevin D. Murphy v. Mark D. Schwabero, et al. (collectively with the Salem and City of Cape Coral matters, the “Stockholder Actions”).

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The Company disagrees with and intends to vigorously defend against the Stockholder Actions. The Stockholder Actions could result in costs and losses to the Company, including potential costs associated with the indemnification of the other defendants. At this time, given the current status of the Stockholder Actions, the Company is unable to reasonably estimate an amount or range of reasonably possible loss, if any, that may result from the Stockholder Actions.

SEC Investigation

The Company received subpoenas from the SEC dated November 1, 2024 and March 12, 2025 seeking documents and information relating to, among other things, the Company’s operations in certain foreign countries, certain financial and accounting matters relating thereto, compliance with the Foreign Corrupt Practices Act and other anti-corruption laws, material weaknesses in the Company’s internal control over financial reporting previously reported in its public filings, deficiencies and significant deficiencies in the Company’s internal control over financial reporting, accounting and finance policies and procedures and other accounting and finance matters including new business bookings, certain financial metrics and performance indicators, performance relative to targets and guidance for certain periods, executive compensation policies and amounts, hotline tips and complaints, and terminations or resignations of company executives. The Company is cooperating with the SEC. The subpoenas and related investigation or other future requests for information have resulted and could result in future costs to the Company, including the expenditure of financial and managerial resources. In addition, this request may lead to the assertion of claims or the commencement of legal proceedings against the Company, which in turn may lead to material fines, penalties or other liabilities. However, at this time, the Company is unable to reasonably estimate an amount or range of reasonably possible loss, if any, that may result from these matters.

Note 13. Related Party Transactions

The Company’s former Interim Chief Financial Officer, David Rawden, was a director of AlixPartners, LLP (“AlixPartners”), a business advisory firm that provided a number of consulting services to the Company. The Company’s former Interim Chief Executive Officer, Kevin Nystrom, was a partner and managing director of AlixPartners. In the three months ended July 27, 2024, the Company recognized $3.5 million of expense for consulting services provided by AlixPartners.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used herein, “we,” “us,” “our,” the “Company” or “Methode” means Methode Electronics, Inc. and its subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (“Quarterly Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that reflect, when made, our current views with respect to current events and financial performance. Such forward-looking statements are subject to many risks, uncertainties and factors relating to our operations and business environment, which may cause our actual results to be materially different from any future results, express or implied, by such forward-looking statements. All statements that address future operating, financial or business performance or our strategies or expectations are forward-looking statements. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expects,” “plans,” “intends,” “anticipates,” “believes,” “estimates,” “predicts,” “projects,” “potential,” “outlook” or “continue,” and other comparable terminology. Factors that could cause actual results to differ materially from these forward-looking statements include, but are not limited to, the following:

•

Dependence on the automotive, commercial vehicle, and construction industries;

•

Timing, quality and cost of new program launches;

•

Changes in electric vehicle (“EV”) demand;

•

Investment in programs prior to the recognition of revenue;

•

Impact from production delays or cancelled orders;

•

Changes in global trade policies, including tariffs;

•

Failure to attract and retain qualified personnel;

•

Impact from inflation;

•

Dependence on the availability and price of materials;

•

Dependence on a small number of large customers;

•

Dependence on our supply chain;

•

Risks related to conducting global operations;

•

Effects of potential catastrophic events or other business interruptions;

•

Ability to withstand pricing pressures, including price reductions;

•

Ability to compete effectively;

•

Our lengthy sales cycle;

•

Risks relating to our use of requirements contracts;

•

Potential work stoppages;

•

Ability to successfully benefit from acquisitions and divestitures;

•

Ability to manage our debt levels;

•

Ability to comply with restrictions and covenants under our credit agreement;

•

Interest rate changes and variable rate instruments;

•

Timing and magnitude of costs associated with restructuring activities;

•

Recognition of goodwill and other intangible asset impairment charges;

•

Risks associated with inventory;

•

Ability to remediate a material weakness in our internal control over financial reporting;

•

Currency fluctuations;

•

Income tax rate fluctuations;

•

Judgments related to accounting for tax positions;

•

Risks associated with litigation and government inquiries;

•

Risks associated with warranty claims;

•

Impact of changing government regulations;

•

Changing requirements by stakeholders on environmental or social matters;

•

Effects of IT disruptions or cybersecurity incidents;

•

Ability to innovate and keep pace with technological changes; and

•

Ability to protect our intellectual property.

Additional details and factors are discussed under the caption “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended May 3, 2025 and in Part II, Item 1A of this Quarterly Report. New risks and uncertainties arise from time to time, and it is impossible for us to predict these events or how they may affect us. Any forward-looking statements made by us speak only as of the date on which they are made. We are under no obligation to, and expressly disclaim any obligation to, update or alter our forward-looking statements, whether as a result of new information, subsequent events or otherwise.

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Overview

We are 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, light-emitting diode (“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.

Macroeconomic Conditions

There is continued uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, government regulations, treaties and trade agreements. We are exposed to market risk with respect to increased and volatile duties assessed on raw materials (including copper, steel and aluminum), component parts (including semiconductors) and finished goods we import into the U.S. from our various manufacturing sites, including those in Mexico, China, Egypt, Europe and Canada. Should any of these tariffs expand, raw materials and finished goods that we import will face higher prices, which could lead to reduced margins or increased prices that could, in turn, cause decreased customer demand. To the extent that we are unable to obtain price increases or there is a significant decrease in customer demand, the impact of new or higher tariffs could have a material impact on our results of operations.

The global economy continues to experience volatile disruptions including to the commodity, labor and transportation markets, arising from a combination of geopolitical events and various economic and financial factors. These disruptions have affected our operations and may continue to affect our business, financial condition and results of operations. As a result of continued inflation, we have implemented measures to mitigate certain adverse effects of higher costs. However, we have been unable to fully mitigate or pass through the increases in our costs to our customers, which will likely continue in the future.

Our business in the future will be impacted by the broad trend of electrification. The adoption of EVs has been slower than anticipated, which may impact our financial condition and results of operations. In addition, there are various government policies, subsidies, and economic incentives designed to increase EV adoption in many jurisdictions. There is no guarantee these incentive programs will be available in the future.

Global Supply Chain Disruptions

Although we saw improvements in our supply chain in fiscal 2025, including easing of the worldwide semiconductor supply shortage, new supply chain disruptions may occur in the future. In addition, we have experienced, and may continue to experience, business interruptions, including customer shutdowns and increased material and logistics costs and labor shortages. Changes in government regulations in areas including, but not limited to, trade and tariff regulations as noted above, could also increase our costs. We continue to work closely with suppliers and customers to minimize the potential adverse impact from global supply chain disruptions. However, if we are not able to mitigate any direct or indirect supply chain disruptions, this may have a material adverse impact on our financial condition, results of operations and cash flows.

Consolidated Results of Operations

The table below compares our results of operations between the three months ended August 2, 2025 and the three months ended July 27, 2024:


	Three Months Ended
	August 2, 2025			July 27, 2024
(in millions)	(13 Weeks)			(13 Weeks)
Net sales	$	240.5		$	258.5
Cost of products sold		197.0			213.9
Gross profit		43.5			44.6
Selling and administrative expenses		36.6			46.2
Amortization of intangibles		5.8			5.9
Interest expense, net		5.9			4.8
Other expense, net		1.3			0.8
Income tax expense		4.2			5.2
Net loss	$	(10.3	)	$	(18.3	)

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Net sales

Net sales decreased $18.0 million, or 7.0%, to $240.5 million in the three months ended August 2, 2025, compared to $258.5 million in the three months ended July 27, 2024. Foreign currency translation increased net sales by $7.4 million. Excluding foreign currency translation, net sales decreased $25.4 million. The decrease was primarily due to lower sales volumes in the Automotive segment, partially offset by higher sales volumes in the Industrial segment.

Cost of products sold

Cost of products sold decreased $16.9 million, or 7.9%, to $197.0 million (81.9% of net sales) in the three months ended August 2, 2025, compared to $213.9 million (82.7% of net sales) in the three months ended July 27, 2024. Foreign currency translation increased cost of products sold by $5.7 million. Excluding foreign currency translation, cost of products sold decreased $22.6 million. The decrease was primarily due to lower material, freight and operating costs as a result of lower sales volumes.

Gross profit margin

Gross profit margin was 18.1% of net sales in the three months ended August 2, 2025, compared to 17.3% of net sales in the three months ended July 27, 2024. The increase in gross profit margin was primarily a result of product mix from higher sales in the Industrial segment.

Selling and administrative expenses

Selling and administrative expenses decreased $9.6 million, or 20.8%, to $36.6 million (15.2% of net sales) in the three months ended August 2, 2025, compared to $46.2 million (17.9% of net sales) in the three months ended July 27, 2024. Foreign currency translation increased selling and administrative expenses by $0.6 million. Excluding foreign currency translation, selling and administrative expenses decreased $10.2 million. The decrease was primarily due to lower professional fees and compensation expense.

Amortization of intangibles

Amortization of intangibles was $5.8 million in the three months ended August 2, 2025, compared to $5.9 million in the three months ended July 27, 2024.

Interest expense, net

Interest expense, net was $5.9 million in the three months ended August 2, 2025, compared to $4.8 million in the three months ended July 27, 2024. The increase was due to a higher level of borrowings and increased interest rates under our credit facility.

Other expense, net

Other expense, net was $1.3 million in the three months ended August 2, 2025, compared to $0.8 million in the three months ended July 27, 2024. Net foreign exchange loss was $1.5 million in the three months ended August 2, 2025, compared to $0.6 million in the three months ended July 27, 2024.

In the three months ended August 2, 2025, other expense, net included a non-cash write-off of $0.6 million of unamortized debt issuance costs compared to $1.2 million in the three months ended July 27, 2024. Other expense, net also includes $0.5 million of a net gain on sale of assets in the three months ended August 2, 2025.

Income tax expense

Income tax expense was $4.2 million (-68.9% effective tax rate) in the three months ended August 2, 2025, compared to $5.2 million (-39.7% effective tax rate) in the three months ended July 27, 2024.

The effective tax rate for the three months ended August 2, 2025 differs from the U.S. federal statutory tax rate of 21% primarily due to an increase in a valuation allowance for U.S. deferred tax assets, an unfavorable impact from global intangible low-tax income and non-deductible interest, partially offset by the impact of income derived from foreign operations with lower statutory tax rates. The effective tax rate for the three months ended July 27, 2024 differs from the U.S. federal statutory tax rate of 21% primarily due to income derived from foreign operations with lower statutory tax rates and research deductions claimed in foreign jurisdictions, partially offset by global intangible low-tax income and non-deductible expenses.

Net loss

Net loss was $10.3 million in the three months ended August 2, 2025, compared to $18.3 million in the three months ended July 27, 2024. The net loss was a result of the reasons described above.

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Reportable Operating Segments

Automotive


	Three Months Ended
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)
Net sales
North America	$	36.6		$	66.3
Europe, the Middle East & Africa ("EMEA")		61.6			59.3
Asia		7.9			9.2
Net sales		106.1			134.8
Gross profit	$	0.1		$	8.6
As a percent of net sales		0.1	%		6.4	%
Loss from operations	$	(12.5	)	$	(5.7	)
As a percent of net sales		(11.8	)%		(4.2	)%

Net sales

Automotive segment net sales decreased $28.7 million, or 21.3%, to $106.1 million in the three months ended August 2, 2025, compared to $134.8 million in the three months ended July 27, 2024. Excluding foreign currency translation, net sales decreased $32.5 million.

Net sales in North America decreased $29.7 million to $36.6 million in the three months ended August 2, 2025, compared to $66.3 million in the three months ended July 27, 2024. The decrease was due to the roll-off of legacy programs, partially offset by new program launches. Net sales in EMEA increased $2.3 million to $61.6 million in the three months ended August 2, 2025, compared to $59.3 million in the three months ended July 27, 2024. Excluding foreign currency translation, net sales in EMEA decreased $1.4 million due to lower sales volumes of sensor products. Net sales in Asia decreased $1.3 million to $7.9 million in the three months ended August 2, 2025, compared to $9.2 million in the three months ended July 27, 2024. Excluding foreign currency translation, net sales in Asia decreased $1.4 million primarily due to lower sales of products for EVs.

Gross profit

Automotive segment gross profit decreased $8.5 million, or 98.8%, to $0.1 million in the three months ended August 2, 2025, compared to $8.6 million in the three months ended July 27, 2024. Excluding foreign currency translation, gross profit decreased $8.9 million. Gross profit margins decreased to 0.1% in the three months ended August 2, 2025, compared to 6.4% in the three months ended July 27, 2024. The decrease in gross profit was primarily due to lower sales volumes in North America, partially offset by lower freight and warranty costs.

Loss from operations

Automotive segment loss from operations was $12.5 million in the three months ended August 2, 2025, compared to $5.7 million in the three months ended July 27, 2024. The higher loss from operations was due to lower gross profit, partially offset by lower selling and administrative expenses. Selling and administrative expenses decreased primarily due to lower compensation expense.

Industrial


	Three Months Ended
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)
Net sales	$	123.5		$	111.5
Gross profit	$	39.7		$	32.8
As a percent of net sales		32.1	%		29.4	%
Income from operations	$	26.5		$	16.9
As a percent of net sales		21.5	%		15.2	%

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Net sales

Industrial segment net sales increased $12.0 million, or 10.8%, to $123.5 million in the three months ended August 2, 2025, compared to $111.5 million in the three months ended July 27, 2024. Excluding foreign currency translation, net sales increased $8.4 million.

The increase was due to higher sales volumes of power products, including for data centers, and lighting products for off-road equipment markets, partially offset by lower sales volumes for radio remote control devices and lighting products for commercial vehicles.

Gross profit

Industrial segment gross profit increased $6.9 million, or 21.0%, to $39.7 million in the three months ended August 2, 2025, compared to $32.8 million in the three months ended July 27, 2024. Excluding foreign currency translation, gross profit increased $5.6 million. Gross profit margins increased to 32.1% in the three months ended August 2, 2025, compared to 29.4% in the three months ended July 27, 2024. Gross profit improved due to higher sales volumes and lower freight costs.

Income from operations

Industrial segment income from operations increased $9.6 million, or 56.8%, to $26.5 million in the three months ended August 2, 2025, compared to $16.9 million in the three months ended July 27, 2024. Excluding foreign currency translation, income from operations increased $8.6 million. The increase was primarily due to higher gross profit and lower selling and administrative expenses. The decrease in selling and administrative expenses was primarily due to lower legal fees.

Interface


	Three Months Ended
	August 2, 2025			July 27, 2024
($ in millions)	(13 Weeks)			(13 Weeks)
Net sales	$	10.9		$	12.2
Gross profit	$	3.4		$	2.6
As a percent of net sales		31.2	%		21.3	%
Income from operations	$	3.0		$	1.9
As a percent of net sales		27.5	%		15.6	%

Net sales

Interface segment net sales decreased $1.3 million, or 10.7% to $10.9 million in the three months ended August 2, 2025, compared to $12.2 million in the three months ended July 27, 2024. The decrease was primarily due to lower sales volumes of touch panels for appliances, partially offset by higher sales volumes for transceivers for servers.

Gross profit

Interface segment gross profit increased $0.8 million, or 30.8%, to $3.4 million in the three months ended August 2, 2025, compared to $2.6 million in the three months ended July 27, 2024. Gross profit margins increased to 31.2% in the three months ended August 2, 2025, compared to 21.3% in the three months ended July 27, 2024. The improvement was due to product mix.

Income from operations

Interface segment income from operations increased $1.1 million, or 57.9%, to $3.0 million in the three months ended August 2, 2025, compared to $1.9 million in the three months ended July 27, 2024. The increase was primarily due to higher gross profit and lower selling and administrative expenses.

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Financial Condition, Liquidity and Capital Resources

Our liquidity requirements are primarily to fund our business operations, including capital expenditures and working capital requirements, as well as to fund debt service requirements, dividends and stock repurchases. Our primary sources of liquidity are cash flows from operations, existing cash balances and borrowings under our senior secured credit agreement. We believe our liquidity position will be sufficient to fund our existing operations and current commitments for at least the next twelve months. However, if economic conditions remain impacted for longer than we expect due to supply chain disruptions, inflationary pressure or other geopolitical risks, or if we are unable to maintain compliance with our debt covenants, our liquidity position could be severely impacted.

As of August 2, 2025, we had $121.1 million of cash and cash equivalents, of which $76.1 million was held in subsidiaries outside the U.S. Cash held by these subsidiaries is used to fund operational activities and can be repatriated, primarily through the payment of dividends and the repayment of intercompany loans, without creating material additional income tax expense.

Repurchases of Common Stock

On June 13, 2024, the Board of Directors approved a new share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of our outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions. No shares have been purchased under the 2024 Buyback Authorization. As of August 2, 2025, the dollar value of shares that remained available to be purchased under 2024 Buyback Authorization was $200.0 million.

Amended Credit Agreement

On October 31, 2022, we entered into a Second Amended and Restated Credit Agreement (the “Credit Agreement”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the Lenders and other parties named therein. On March 6, 2024, we entered into a First Amendment to Second Amended and Restated Credit Agreement (the “First Amendment”) and on July 9, 2024, we entered into a Second Amendment to Second Amended and Restated Credit Agreement and First Amendment to Second Amended and Restated Guaranty (the “Second Amendment”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto. On July 7, 2025, we entered into a Third Amendment to Second Amended and Restated Credit Agreement (the “Third Amendment”) with Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and other parties thereto.

Among other things, the Third Amendment (i) reduced the revolving credit commitments from $500 million to $400 million, (ii) eliminated our option to increase the revolving credit commitments and/or add one or more tranches of term loans under the credit facility from time to time subject to certain limitations and conditions including approval of certain lenders, (iii) amended the consolidated interest coverage ratio covenant for the quarters ending August 2, 2025, November 1, 2025, January 31, 2026 and May 2, 2026 to relax that covenant to some extent for each of those quarters, (iv) amended the consolidated leverage ratio covenant for the quarters ending August 2, 2025, November 1, 2025, January 31, 2026, May 2, 2026 and August 1, 2026 to relax that covenant to some extent for each of those quarters, (v) amended the definition of “Consolidated EBITDA,” to include an add back for a portion of the inventory write-down taken in the fourth quarter of fiscal 2025, (vi) increased the interest rate during the period from July 7, 2025 to the date that financial statements and a compliance certificate are delivered for the fiscal quarter ending October 31, 2026 (such period, the “Third Amendment Period”), (vii) changed the commitment fee payment during the Third Amendment Period, (viii) extended, through the maturity date, the requirement to provide monthly financial statements to the lenders, (ix) restricted or decreased, during the Third Amendment Period, the amount of certain exceptions to covenants restricting liens on, investments by and indebtedness of the Company and its subsidiaries, (x) limited to $2.5 million, in any fiscal quarter during the Third Amendment Period, the general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries, while allowing under that general basket exceptions up to an aggregate of $25 million of restricted payments during any other period, (xi) extended, through the maturity date, an “anti-cash hoarding” requirement contained in the Second Amendment such that that if we have cash on hand in the U.S. (subject to certain exceptions) of more than $65 million for 10 consecutive business days, we shall prepay the indebtedness under the credit facility by the amount of such excess, and (xii) eliminated, during the Third Amendment Period, the investment, restricted payment and indebtedness baskets that had allowed for unlimited investments, restricted payments and indebtedness, as applicable, so long as (among other requirements) we met certain pro forma consolidated leverage ratio tests.

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As of August 2, 2025, we were not in compliance with a covenant restricting certain restricted payments (including dividends) by us and our subsidiaries contained in the Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment) for the quarter ended August 2, 2025. On September 8, 2025, we entered into a Waiver Letter (the “Waiver Letter”) with Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto. Among other things, the Waiver Letter (i) acknowledged that an event of default under the Credit Agreement (as amended by the First Amendment, the Second Amendment and the Third Amendment) occurred as the result of us making approximately $2.8 million of restricted payments during the quarter ended August 2, 2025, which was in excess of the $2.5 million general basket exception to a covenant restricting certain restricted payments (including dividends) by us and our subsidiaries during the quarter ended August 2, 2025, (ii) reduced, for the quarter ending November 1, 2025, the general basket exception to a covenant restricting certain restricted payments (including dividends) by us and our subsidiaries by the amount of excess restricted payments made during the quarter ended August 2, 2025 (which change reduced such basket exception from $2.5 million to approximately $2.2 million for the quarter ending November 1, 2025), and (iii) waived the acknowledged event of default.

The Credit Agreement, as amended by the First Amendment, the Second Amendment, the Third Amendment and the Waiver Letter, is referred to herein as the “Amended Credit Agreement.”

The Amended Credit Agreement provides for a secured multicurrency revolving credit facility of $400 million. The Amended Credit Agreement matures on October 31, 2027.

As of August 2, 2025, the outstanding balance under the revolving credit facility consisted of $295.8 million (€255.3 million) of euro-denominated borrowings and $30.0 million of U.S. denominated borrowings. The Amended Credit Agreement contains various representations and warranties, financial covenants (including covenants requiring us to maintain compliance with a minimum consolidated interest coverage ratio and a maximum consolidated leverage ratio, in each case as of the end of each fiscal quarter), restrictive and other covenants, and events of default. The covenants in the Amended Credit Agreement include an “anti-cash hoarding” requirement, as discussed above. As of August 2, 2025, we were in compliance with all the covenants in the Amended Credit Agreement (other than a covenant restricting certain restricted payments (including dividends) by the Company and its
subsidiaries during the quarter ended August 2, 2025, which event of default was subsequently waived as discussed above). For further information, see Note 8, “Debt” to the condensed consolidated financial statements included in this Quarterly Report.

Although we currently anticipate, based on our current projections and analyses, that we will be in compliance with the financial covenants contained in the Amended Credit Agreement, no assurance can be given that we will be and remain in compliance with such covenants in the future. Factors that could increase our risk of future non-compliance include those identified in Part I – Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended May 3, 2025, as supplemented by subsequent filings with the Securities and Exchange Commission, including under Part II – Item 1A, “Risk Factors” of this Quarterly Report.

Cash Flows


	Three Months Ended
	August 2, 2025			July 27, 2024
(in millions)	(13 Weeks)			(13 Weeks)
Operating activities:
Net loss	$	(10.3	)	$	(18.3	)
Non-cash items		17.7			19.8
Changes in operating assets and liabilities		17.7			9.4
Net cash provided by operating activities		25.1			10.9
Net cash used in investing activities		(5.8	)		(13.6	)
Net cash used in financing activities		(4.5	)		(48.2	)
Effect of foreign currency exchange rate changes on cash and cash equivalents		2.7			0.7
Increase (decrease) in cash and cash equivalents		17.5			(50.2	)
Cash and cash equivalents at beginning of the period		103.6			161.5
Cash and cash equivalents at end of the period	$	121.1		$	111.3

Operating activities

Net cash provided by operating activities was $25.1 million in the three months ended August 2, 2025, compared to $10.9 million in the three months ended July 27, 2024. The increase was due to a lower net loss adjusted for non-cash items and higher cash inflows from operating assets and liabilities. The $17.7 million of cash inflows for operating assets and liabilities in the three months ended August 2, 2025 was primarily due to lower accounts receivable, prepaid expenses and other assets, partially offset by lower accounts payable and other liabilities.

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Investing activities

Net cash used in investing activities was $5.8 million in the three months ended August 2, 2025, compared to $13.6 million in the three months ended July 27, 2024. Capital expenditures were $7.1 million in the three months ended August 2, 2025, compared to $13.6 million in the three months ended July 27, 2024. In the three months ended August 2, 2025, we received proceeds of $1.3 million from the sale of property, plant and equipment.

Financing activities

Net cash used in financing activities was $4.5 million in the three months ended August 2, 2025, compared to $48.2 million in the three months ended July 27, 2024. We paid cash dividends of $2.8 million in the three months ended August 2, 2025, compared to $5.1 million in the three months ended July 27, 2024. Dividends paid in the three months ended August 2, 2025 and July 27, 2024, include $0.3 million and $0.2 million, respectively, of dividend equivalent payments for restricted stock units that vested. In the three months ended August 2, 2025, we had net proceeds from borrowings of $0.4 million, compared to net repayments of borrowings of $39.1 million in the three months ended July 27, 2024. In the three months ended August 2, 2025, we paid $1.6 million of debt issuance costs associated with the Third Amendment, compared to $1.8 million of debt issuance costs associated with the Second Amendment in the three months ended July 27, 2024. In the three months ended July 27, 2024, we used $1.6 million of cash for the purchase of shares under the 2021 Buyback Authorization.

Recent Accounting Pronouncements

See Note 1, “Description of Business and Summary of Significant Accounting Policies” to the condensed consolidated financial statements included in Item 1.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements as defined under SEC rules.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We are exposed to market risks from foreign currency exchange, interest rates, and commodity prices, which could affect our operating results, financial position and cash flows. We manage a portion of these risks through use of derivative financial instruments in accordance with our policies. We do not enter into derivative financial instruments for speculative or trading purposes.

There has been no significant change in our exposure to market risk during the three months ended August 2, 2025. For a discussion of our exposure to market risk, refer to Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” contained in our Annual Report on Form 10-K for the year ended May 3, 2025.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by this Quarterly Report, we performed an evaluation under the supervision and with the participation of the Company’s management, including our Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”), of our “disclosure controls and procedures” (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934). Our disclosure controls and procedures are designed to ensure that the information required to be disclosed by the Company in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s applicable rules and forms. As a result of this evaluation, our CEO and CFO concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were effective.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the three months ended August 2, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

See Note 12, “Contingencies” to the condensed consolidated financial statements included in this Quarterly Report for a description of certain of our pending legal proceedings.

Item 1A. Risk Factors

Our business, financial condition, results of operations and cash flows are subject to various ‎risks which could cause actual results to vary from recent results or from anticipated future results. ‎Please refer to Part I, Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended May 3, 2025, for a description of certain material risks and uncertainties to which our business, financial condition and results of operations are subject. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially ‎and adversely affect our business, financial condition and/or operating results.‎

Except as updated below, there have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended May 3, 2025:

We operate our business on a global basis and changes to trade policy, including tariffs and customs regulations, could have a material and adverse effect on our business.

We manufacture and sell our products globally and rely on a global supply chain to deliver the required raw materials, components, and parts, as well as the final products to our customers. Existing free trade laws and regulations, such as the United States-Mexico-Canada Agreement (“USMCA”), provide certain duties and tariffs for qualifying imports and exports, subject to compliance with the applicable classification and other requirements. Changes in laws or policies governing the terms of foreign trade, and in particular increased trade restrictions, export licenses, tariffs or taxes on imports from countries or geographic regions where we manufacture products, such as Canada, China, Egypt, Europe and Mexico, could have a material adverse effect on our business, financial condition and operating results.

In the past several months, the U.S. administration has proposed and imposed extensive tariffs on many countries where we do business including a number of broad, product specific tariffs most notably with respect to the automotive and commercial vehicle industries. As such, there is continued uncertainty about the future relationship between the U.S. and various other countries with respect to tariffs, trade policies, government regulations, treaties and trade agreements. Depending upon the continued duration and potential expansion of these tariffs, as well as our ability to mitigate their impact, these tariffs and other regulatory actions could materially affect our business, including in the form of an increase in cost of goods sold, decreased margins, increased pricing for customers, disruptions in our supply chain, impaired ability to compete effectively, and reduced sales. If changes in trade policy cause increased prices for vehicles, consumer demand may decline, prompting a reduction in global vehicle production volumes, which is a material driver of our operations, sales and profitability.

Although the exception for USMCA-qualifying goods is expected to remain in place, the extent and permanence of this exception has not been confirmed by the current U.S. Administration. In addition to potential increases in customs duties and tariffs in the U.S. and other countries, the USMCA is subject to renewal in 2026. There can be no assurance that the USMCA will be renewed or, if renewed, any newly negotiated terms in the USMCA will not adversely affect our business.

Our product portfolio exposes us to several categories that are highly contested in the expanding international trade disputes. For example, because we provide parts to automotive OEMs, some of our finished goods are classified as auto parts and subject to additional tariffs. Our products made for commercial vehicle customers could be potentially exposed to similar tariffs. We also utilize semiconductors and copper--and to a lesser extent--steel and aluminum in our products. This means we are exposed to increased costs for inbound components and could potentially be added as derivative products for tariff purposes in the future. Should any of these tariffs expand, raw materials and finished goods that we import will face higher prices, which could lead to reduced margins or increased prices that could, in turn, cause decreased customer demand.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 13, 2024, the Board of Directors approved a share buyback authorization, commencing on June 17, 2024, for the purchase of up to $200.0 million of our outstanding common stock through June 17, 2026 (the “2024 Buyback Authorization”). Purchases under the 2024 Buyback Authorization may be made on the open market, including pursuant to purchase plans designed to comply with Rule 10b5-1 of the Securities Exchange Act of 1934, or in private transactions. We have not made any purchases under the 2024 Buyback Authorization.

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The following table provides information about our purchases of equity securities during the three months ended August 2, 2025.


Period	Total number of shares purchased1		Average price paid per share		Total number of shares purchased as part of publicly announced plan		Approximate dollar value of shares that may yet be purchased under the program (in millions)
May 4, 2025 through May 31, 2025		57,208	$	6.74		—	$	200.0
June 1, 2025 through July 5, 2025		—	$	—		—	$	200.0
July 6, 2025 through August 2, 2025		7,986	$	6.48		—	$	200.0

(1) Represents 65,194 shares of common stock that were surrendered by employees to satisfy tax withholding obligations in connection with the vesting of restricted stock units.

Item 3. Defaults Upon Senior Securities

The information set forth under the subheading “Revolving credit facility” contained in Note 8, “Debt” to the Company’s
condensed consolidated financial statements in Part I. Financial Information – Item 1. Financial Statements of this Form 10-Q is
incorporated herein by reference into this Item 3.

Item 5. Other Information

Waiver Letter regarding Second Amended and Restated Credit Agreement

Because we are filing this Quarterly Report within four business days after the triggering event, we are making the following disclosure under this Item 5, “Other Information” instead of filing (as and to the extent required) a Current Report on Form 8-K under Item 1.01, Entry into a Material Definitive Agreement, and Item 2.03, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On September 8, 2025, the Company entered into a Waiver Letter (the “Waiver Letter”) among the Company, Bank of America, N.A., as Administrative Agent, and the other Lenders party thereto.

The Waiver Letter acknowledged that an event of default under the Company’s Second Amended and Restated Credit Agreement, dated as of October 31, 2022, as amended, supplemented, restated or otherwise modified from time to time (which credit agreement, as previously amended by the first amendment, the second amendment and the third amendment thereto, is referred to solely in this Item 5, “Other Information” section of this Quarterly Report as the “Credit Agreement”), by and among the Company, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, the other Lenders party thereto and the other parties thereto, occurred as the result of the Company making approximately $2.8 million of restricted payments during the quarter ended August 2, 2025, which was in excess of the $2.5 million general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries during the quarter ended August 2, 2025. In addition, among other things, the Waiver Letter:

(i) Reduced, for the quarter ending November 1, 2025, the general basket exception to a covenant restricting certain restricted payments (including dividends) by the Company and its subsidiaries by the amount of excess restricted payments made during the quarter ended August 2, 2025 (which change reduced such basket exception from $2.5 million to approximately $2.2 million for the quarter ending November 1, 2025); and

(ii) Waived the acknowledged event of default.

The foregoing description of the Waiver Letter does not purport to be complete and is qualified in its entirety by reference to the complete text of the Waiver Letter, which is filed as Exhibit 10.7 to this Quarterly Report and is incorporated herein by reference.

Trading Arrangements

During our last fiscal quarter, no director or officer of the Company, as defined in Rule 16a-1(f), adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” each as defined in Item 408 of Regulation S-K.

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Item 6. Exhibits


Exhibit Number		Description
10.1		Third Amendment to Second Amended and Restated Credit Agreement, entered into as of July 7, 2025, among Methode Electronics, Inc., each Lender party thereto, Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer, and the other parties thereto (incorporated by reference to Exhibit 10.45 to the Company’s Annual Report on Form 10-K filed on July 9, 2025).
10.2**		Form of Executive Severance and Retention Agreement.
10.3**		Form of Executive (Non-CEO) Change in Control Agreement.
10.4**		Form of Fiscal 2025 LTIP Performance-Based Agreement.
10.5**		Form of Fiscal 2025 LTIP Time-Based Award Agreement.
10.6**		Form of Sign-on Bonus RSU Agreement.
10.7		Waiver Letter, dated September 8, 2025, among Methode Electronics, Inc., each Lender party thereto, and Bank of America, N.A., as Administrative Agent.
31.1		Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer.
31.2		Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer.
32*		Certification of Periodic Financial Report Pursuant to 18 U.S.C. Section 1350.
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Schema With Embedded Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*		Indicates that the exhibit is being furnished with this report and not filed as part of it.
**		Management compensatory plan.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		METHODE ELECTRONICS, INC.

		By:	/s/ Laura Kowalchik
			Laura Kowalchik
			Chief Financial Officer
			(Principal Financial Officer)

Dated:	September 9, 2025

EX-10.2 2 mei-ex10_2.htm EX-10.2 EX-10.2

Exhibit 10.2

EXECUTIVE SEVERANCE AND RETENTION AGREEMENT

This Executive Severance and Retention Agreement (this “Agreement”), dated effective ______ (“Effective Date”), by and between Methode Electronics, Inc., a Delaware corporation (the “Company”), and __________ ”Employee”. This Agreement sets forth the terms and conditions of contingent severance arrangements between the Company and Executive and cancels and supersedes all other severance-related agreements between the parties (except it does not cancel and supersede the Change in Control Agreement between Executive and the Company).

It is hereby agreed by and between the parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, as follows:

Definitions. For all purposes hereof, the following defined terms have the meanings set forth below:

1.1

“Accrued Obligations” means all (i) accrued but unpaid Annual Salary to Executive’s Date of Termination, and (ii) any benefits for which Executive is eligible under the terms of any benefit plan of the Company or its subsidiaries, including any accumulated but unused vacation earned through Executive’s Date of Termination.

1.2

“Annual Bonus” means Executive’s annual performance-based bonus paid pursuant to the Company’s annual incentive plan.

1.3

“Annual Salary” shall mean Executive’s annualized base salary in effect on Executive’s Date of Termination.

1.4

“Cause” shall mean: (i) Executive’s conviction of, or plea of nolo contendere to, a felony other than a traffic ‎violation; (ii) Executive’s commission of any act or acts ‎of personal dishonesty intended to result in personal enrichment to Executive to the detriment of the Company; (iii) a ‎failure by Executive to perform assigned duties, provided ‎that such failure has continued for more than ten (10) days after the Company or the Company’s Board of Directors has given written ‎notice of such failure and of the Company’s intention to terminate Executive’s employment because of such failure; (iv) any ‎willful misconduct by Executive which ‎affects the business reputation of the Company; (v) breach in any ‎material respect by Executive of any provision of any ‎employment, consulting, advisory, nondisclosure, non-competition, ‎proprietary information, or other similar agreement between Executive and the Company or any subsidiary or affiliate of the Company; or (vi) ‎Executive’s violation of the Company’s Code of Business Conduct or any addendum thereto. Notwithstanding the foregoing, if circumstances deemed to constitute Cause under items (v) or (vi) above are reasonably ‎capable of cure, Cause shall only exist if such circumstances remain uncured for ten (10) days ‎after Executive receives written notice from the Company or the Company’s Board of Directors providing ‎reasonable details of the circumstances deemed to constitute Cause.‎ “Date of Termination” means the effective date of the termination of Executive’s employment with the Company and its subsidiaries (as set forth in the Notice of Termination, if applicable) and interpreted consistently as a “separation from service” under Section 409A.

1.5

“Code” means the Internal Revenue Code of 1986, as amended.

1.6

1.7

“Disability” shall have the meaning provided under the Company’s standard long-term disability plan.

1.8

“Non-Qualifying Termination” means (i) the Company’s termination of Executive’s employment for Cause, (ii) Executive’s voluntary termination of her employment (i.e., Executive’s resignation), (iii) a termination of Executive’s employment occurring because of Executive’s death or Disability, or (iv) any ‎termination in connection with a change in control entitling such ‎Executive to a change in control payment or similar ‎payment or benefit under a change in control agreement.

1.9

“Notice of Termination” means a written notice of the termination of Executive’s employment that (i) indicates the specific termination provision in this Agreement relied upon, (ii) sets forth in reasonable detail, if applicable, the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated, and (iii) if the Date of Termination is other than the date of receipt of such notice, specifies the termination date.

1.10

“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the regulatory guidance provided in connection therewith.

1.11

“Target Bonus Amount” means the target Annual Bonus in the fiscal year in which the termination of Executive’s employment occurs.‎

Termination of Employment.

2.1

Termination by Executive. Executive may terminate her employment by delivering a Notice of Termination to the Company in accordance with Section 7.5.

2.2

Termination by the Company.

(a)

Termination for Cause. The Company may terminate Executive’s employment for Cause by delivering to Executive in accordance with Section 7.5 a Notice of Termination.

(b)

Termination Without Cause. The Company may terminate Executive’s employment without Cause by delivering a Notice of Termination to Executive in accordance with Section 7.5.

2.3

Death or Disability. Executive’s employment shall terminate automatically upon Executive’s death. If the Company determines in good faith that the Disability of Executive has occurred during her employment, it may give to Executive a Notice of Termination in accordance with Section 7.5 of this Agreement. In such event, Executive’s employment shall terminate upon receipt of such notice.

Severance. The Company shall pay the Accrued Obligations to Executive in connection with the termination of Executive’s employment with the Company within 14 days after Executive’s Date of Termination.

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In addition, Sections 3.1, 3.2, and 3.3 below shall apply, and the payments described in Sections 3.1 and 3.2 shall be made in the timeframes described below, if the Company terminates Executive’s employment with the Company without Cause as provided in Section 2.2(b) above and not on account of Executive’s death or Disability and not on account of a change in control entitling Executive to a change in control payment or similar ‎payment or benefit under a change in control agreement.‎

3.1

Cash Severance. The Company shall make a severance payment to Executive equal to one (1) times the sum of (i) Executive’s Annual Salary, plus (ii) Executive’s Target Bonus Amount (the “Cash Severance”). The Cash Severance shall be paid in equal cash installments in accordance with the Company’s usual payroll practices over the twelve (12) month period following Executive’s termination date with the initial payment to be made on the first regular payroll date of the Company occurring on or after sixty (60) days following Executive’s Date of Termination. ‎

[3.2 Additional Vesting Credit on Equity Awards. Notwithstanding the terms of any award agreement, service-based vesting under Executive’s outstanding equity compensation awards shall be determined as if Executive’s employment had terminated on the first anniversary of Executive’s Date of Termination.] ‎

3.2

Continued Health Benefits. If Executive timely and properly elects continuation health care coverage pursuant to the Company’s group health care plan, the Company will pay on Executive’s behalf the COBRA premiums for such COBRA continuation coverage for a designated period ending on the earlier of (i) twelve (12) months following Executive’s Date of Termination, or (ii) the ‎date Executive first becomes eligible for coverage under ‎another employer’s group health plan (such period referred to as the “COBRA Subsidy Period”). The Company will treat the cost of such coverage to Executive as taxable income for federal income tax purposes to the extent required by law. Executive shall promptly inform the Company in writing if and when Executive obtains or becomes eligible for any other health care coverage from another employer of Executive. Executive shall be responsible for the full unsubsidized costs of COBRA coverage after the COBRA Subsidy Period.

3.3

Release of Claims. Executive understands that the severance benefits described in this Section 3 are the only severance benefits to which Executive may be entitled following termination of Executive’s employment under the circumstances described herein. Executive acknowledges and agrees that Executive shall not be eligible for any of the severance benefits described in this Section 3 unless Executive signs and returns to the Company a valid, non-revocable waiver and general release of claims (“Release”), as presented to Executive by the Company in the form requested by the Company within 45 calendar days ‎following Executive’s Date of Termination and any applicable revocation period expires without revocation. If the Release consideration and ‎revocation periods span two calendar years, no payments under Section 3 hereof shall ‎commence until the second calendar year‎. The Release shall, among other things, release the Company and its subsidiaries and affiliates, and their/its current and former directors and employees, from all claims, known or unknown, arising prior to the effective date of the Release that Executive asserted and/or could have asserted against any and all of them, including but not limited to any claims arising out of Executive’s employment with the Company. Executive also acknowledges and agrees that Executive shall not be eligible for any of the severance benefits described in this Section 3 unless Executive at all times remains in compliance with the terms of this Agreement and any non-disclosure, non-solicitation, non-competition, or non-disparagement obligations towards the Company under any law or agreement.

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Notwithstanding anything to the contrary in this Agreement, Executive shall not be obligated to release, (i) any rights of Executive to receive from the Company accrued and unpaid base salary, earned or vested incentive compensation, out of pocket expense reimbursement, or accrued, unused vacation owed to Executive, (ii) any vested equity rights, (iii) any obligations of the Company to pay any severance amounts, if applicable, pursuant to this Agreement, (iv) any claim which cannot be waived as a matter of law, or (v) any rights of indemnification or coverage under any insurance policy, corporate document or any statutory or common law.

3.4

Non-Qualifying Termination. If Executive’s employment with the Company and its subsidiaries is terminated in a Non-Qualifying Termination, this Agreement shall terminate without further obligations to Executive other than payment of the Accrued Obligations.

3.5

Deductions. To the extent permissible under federal or state law, the following items and amounts will be deducted from the payments under Section 3.1:

(a)

Any amounts that Executive owes to the Company, including, but not limited to, any amounts owed by Executive to the Company pursuant to the Company’s Incentive Compensation Recovery Policy; and

(b)

Any amount of garnished earnings which would have been withheld from Executive’s pay, if the Company has been garnishing Executive’s earnings pursuant to an order of garnishment, child support or tax lien.

3.6

Forfeiture. Executive shall forfeit any and all rights to payments and benefits under Sections 3.1 and 3.2 and shall be obligated to repay any such benefits previously paid under this Agreement if the Company, in its reasonable discretion, determines before payment is made or within one (1) year of payment being made to Executive that Executive is or was not eligible to receive any payment due to non-compliance with the terms of this Agreement or any non-disclosure, non-solicitation, non-competition, or non-disparagement obligations towards the Company under any law or agreement.

Other Incentive Plans. Except as otherwise provided herein, nothing in this Agreement shall impair or impact the vesting of any restricted stock, stock options, cash incentives, or other form of compensation or benefits provided under any other plan, program, or arrangement.

Applicable Taxes and Section 409A.

5.1

Tax Withholding. The Company may deduct and withhold from all compensation payable to Executive pursuant to this Agreement all amounts required to be deducted and withheld therefrom pursuant to any present or future law, regulation, or ordinance of the United States of America or any state or local jurisdiction therein.

5.2

Section 409A.

(a)

Notwithstanding anything to the contrary in this Agreement, it is intended that the amounts payable under this Agreement satisfy, to the greatest extent ‎possible, the exemptions from the application of Section 409A provided under ‎Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9) and this ‎Agreement will be construed to the greatest extent possible as consistent with those provisions.

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(b)

‎If, at the time of Executive’s separation from service (within the meaning of Section 409A), (i) Executive shall be a specified employee (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time), and ‎‎(ii) the Company shall make a good faith determination that an amount payable pursuant to this ‎Agreement constitutes deferred compensation (within the meaning of Section 409A) ‎the payment of which is required to be delayed pursuant to the six-month delay rule set forth in ‎Section 409A in order to avoid taxes or penalties under Section 409A, ‎then the Company shall not pay such amount on the otherwise scheduled payment date but shall ‎instead pay it on the first business day after such six-month period (or, if earlier, as soon as ‎practicable following the date of Executive’s death). Such amount shall be paid without interest.

(c)

‎Notwithstanding any provision of this Agreement to the contrary, in light ‎of the uncertainty with respect to the proper application of Section 409A, the Company reserves the right to make amendments to this Agreement as the Company deems necessary ‎or desirable to avoid the imposition of taxes or penalties under Section 409A.‎‎

(d)

No amendment to this Agreement ‎may accelerate or defer the time or schedule of any payment ‎under this Agreement, except as may be permitted pursuant to applicable Treasury ‎Regulations.‎ ‎ ‎

Mitigation and Set-Off. Executive shall not be required to mitigate Executive’s damages by seeking other employment or otherwise. The Company’s obligations under this Agreement shall not be reduced in any way by reason of any compensation or benefits received (or foregone) by Executive from sources other than the Company after Executive’s Date of Termination, or any amounts that might have been received by Executive in other employment had Executive sought other employment, except for the termination of the COBRA subsidy as provided in Section 3.2 of this Agreement.

Miscellaneous.

7.1

Employment. This Agreement shall not be construed as creating an express or implied contract of employment, and, except as otherwise agreed in writing between Executive and the Company, Executive shall not have any right to be retained in the employ of the Company.

7.2

Litigation Expenses. The prevailing party in any action, arbitration, or lawsuit arising out of or related to this Agreement shall be entitled to recover from the other party its reasonable attorneys’ fees and costs incurred in such action, arbitration, or lawsuit.

7.3

Assignment, Successors. This Agreement may not be assigned by the Company without the written consent of Executive, but the obligations of the Company under this Agreement shall be the binding legal obligations of any successor to the Company by merger or other business combination. In the event of any business combination or transaction that results in the transfer of substantially all of the assets or business of the Company, the Company will cause the transferee to assume the obligations of the Company under this Agreement. This Agreement may not be assigned by Executive during Executive’s life, and upon Executive’s death will inure to the benefit of Executive’s heirs, legatees and legal representatives of Executive’s estate.

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Executive’s death will not accelerate the timing of any payments under this Agreement. 7.4 Interpretation. The validity, interpretation, construction, and performance of this Agreement shall be governed by the laws of the State of Illinois, without regard to the conflict of law principles thereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement. 7.5 Notices. For purposes of this Agreement, notices and all other communications provided for in this Agreement shall be in writing and shall be considered as effective: (i) when received if delivered personally or by courier; or (ii) on the date receipt is acknowledged if delivered by (a) certified mail, postage prepaid, return receipt requested, or (b) e-mail, with confirmation receipt required, as follows: If to Executive, addressed to: the last known residential address reflected in the Company’s records. If to the Company, addressed to: Methode Electronics, Inc. 8750 W. Bryn Mawr Ave, Suite 1000 Chicago, IL 60631 Attention: Chief Human Resources Officer E-mail: kkeegans@methode.com Notice of change in address should be provided as stated in this section. 7.6 Withholding. The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, local or foreign law, or regulation. 7.7 Amendment or Termination. (a) This Agreement may be amended at any time by written agreement between the Company and Executive. (b) This Agreement will automatically terminate as of close of business on the date the Company adopts a severance plan which covers its senior executives, provided the severance benefit Executive is eligible to receive under such plan shall be not less than the severance benefit provided to Executive under this Agreement. Subject to the preceding sentence, the Company, through action of the Compensation Committee of its Board of Directors, may terminate this Agreement by written notice given to Executive at least two (2) years prior to the effective date of such termination. 7.8 Financing. Cash and benefit payments under this Agreement shall constitute general obligations of the Company. Executive shall have only an unsecured right to payment thereof out of the general assets of the Company. Notwithstanding the foregoing, the Company may, by agreement with one or more trustees to be selected by the Company, create a trust on such terms, as the Company shall determine, to make payments to Executive in accordance with the terms of this Agreement.

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7.9

Severability. In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions of this Agreement shall be unaffected thereby and shall remain in full force and effect.

7.10

Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof shall be adjudicated by arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Arbitration shall be by a single arbitrator, and the arbitration shall take place in Chicago, Illinois. The costs of the arbitration, including the fees of the arbitrator, cost of any record or transcripts of the arbitration hearing, administrative fees, and other similar fees and costs of arbitration shall be borne equally by the parties. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction, and both parties consent and submit to the jurisdiction of such court for purposes of such action. Nothing in this Agreement shall preclude either party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines, which would otherwise be applicable in any action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for those purposes. The Federal Arbitration Act shall apply to the construction, interpretation, and enforcement of this arbitration provision.

7.11

Other Agreements. This Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Agreement. The Employment Agreement under which Executive is employed by the Company and the Proprietary Interests Protection Agreement executed by Executive in conjunction with the Employment Agreement remain in full force and effect. The Change in Control Agreement between Executive and the Company dated February 3, 2025, also remains in full force and effect.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

METHODE ELECTRONICS, INC.

By:

Its: _________________________________

EXECUTIVE:

Name: ____________

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EX-10.3 3 mei-ex10_3.htm EX-10.3 EX-10.3

Exhibit 10.3

FORM OF EXECUTIVE (NON CEO) CHANGE IN CONTROL AGREEMENT

This Change in Control Agreement is dated as of [ ], between Methode Electronics, Inc., a Delaware corporation (the “Company”), and [ ] (“Employee”).

WITNESSETH:

WHEREAS, Employee is employed by the Company or one of its subsidiaries or affiliates (referred to collectively as the “Company”) and the Company desires to provide certain security to Employee in connection with any potential change in control of the Company.

NOW, THEREFORE, it is hereby agreed by and between the parties, for good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, as follows:

Payments and Benefits Upon a Change in Control. If within twenty-four (24) months after a Change in Control (as defined below) or during the Period Pending a Change in Control (as defined below): (i) the Company shall terminate Employee’s employment with the Company without Cause (as defined below), or (ii) Employee shall voluntarily terminate such employment with Good Reason (as defined below), the Company shall, within thirty (30) days of Employee’s Employment Termination (as defined below), make the payments and provide the benefits described below.

1.1

Salary Payment. The Company shall make a lump sum cash payment to Employee equal to two (2) times the Employee’s Annual Salary (as defined below).

1.2

Bonus. The Company shall make a lump sum cash payment to Employee equal to two (2) times Employee’s target annual bonus amount for the fiscal year in which Employee’s Employment Termination occurs; provided, however, that if the target annual bonus amount for such fiscal year has not yet been determined as of the date of Employee’s Employment Termination, then the bonus amount payable hereunder shall be calculated based on Employee’s target annual bonus amount for the previous fiscal year, regardless of whether such bonus was actually earned.

1.3

Continued Health Benefits. If Employee timely and properly elects continuation health care coverage pursuant to the ‎Company’s group health care plan, the Company will pay on Employee’s behalf the COBRA ‎premiums for such COBRA continuation coverage (or cash in lieu thereof if COBRA is no longer available to Employee) for a designated period ending on the earlier ‎of (i) twenty-four (24) months following Employee’s Date of Termination, or (ii) the ‎date Employee ‎first becomes eligible for coverage under ‎another employer’s group health plan (such period ‎referred to as the “COBRA Subsidy Period”). The Company will treat the cost of such coverage ‎to Employee as taxable income for federal income tax purposes to the extent required by law. Employee shall promptly inform the Company in writing if and when Employee obtains or ‎becomes eligible for any other health care coverage from another employer of Employee. Employee shall be responsible for the full unsubsidized costs of COBRA coverage after the ‎COBRA Subsidy Period.‎ Equity Awards.

1.4

‎ Any equity compensation awards granted to Employee, which vest upon the achievement of ‎performance conditions and/or continued service of Employee that remain outstanding ‎immediately prior to the date of the Change in Control shall be administered and settled as ‎provided in the underlying award agreement.‎

1.5

Employment. This Agreement shall not be construed as creating an express or implied contract of employment and, except as otherwise agreed in writing between Employee and the Company, Employee shall not have any right to be retained in the employ of the Company.

1.6

Section 409A. Notwithstanding anything to the contrary in this Agreement, it is intended that the amounts payable under this Agreement satisfy, to the greatest extent ‎possible, the exemptions from the application of Section 409A of the Code provided under ‎Treasury Regulations Sections 1.409A-1(b)(4), 1.409A-1(b)(5), and 1.409A-1(b)(9) and this ‎Agreement will be construed to the greatest extent possible as consistent with those provisions. ‎To the extent applicable, any payments to Employee called for under this Agreement that are determined to be payments of deferred ‎compensation to which Section 409A is applicable and that are paid by reason of ‎Employee’s “separation from service,” as described in Section 409A, shall be delayed, to the extent necessary, to avoid a ‎violation of Section 409A(a)(2)(B)(i). As used in this Agreement, Section 409A means Section 409A of the Code, including any regulations or written guidance issued pursuant thereto.

Definitions. For purposes of this Agreement:

2.1

“Annual Salary” shall mean Employee’s salary at the greater of (i) Employee’s annualized base salary) in effect on the date of the Change in Control, or (ii) Employee’s annualized base salary in effect on Employee’s Employment Termination.

2.2

“Cause” shall mean: (i) Employee’s conviction of a felony other than a traffic violation; (ii) Employee’s commission of any act or acts of personal dishonesty intended to result in personal enrichment to Employee to the material detriment of the Company; (iii) a failure to perform assigned duties, provided that such failure has continued for more than ten (10) days after the Company or the Company’s Board of Directors has given written notice of such failure and of the Company’s intention to terminate Employee’s employment because of such failure; (iv) any willful misconduct by Employee which materially affects the business reputation of the Company; (v) breach in any material respect by Employee of any provision of any employment, consulting, advisory, nondisclosure, non-competition, proprietary information, or other similar agreement between Employee and the Company; or (vi) Employee’s material violation of the Company’s code of conduct. Employee shall be considered to have been discharged for “Cause” if the Company or the Company’s Board of Directors determines, within thirty (30) days after the Employee’s resignation, that discharge for Cause was warranted. Notwithstanding the foregoing, if circumstances deemed to constitute Cause under items (v) or ‎‎(vi) above are reasonably ‎capable of cure, Cause shall only exist if such circumstances remain ‎uncured for ten (10) days ‎after Employee receives written notice from the Company or the Company’s Board of ‎Directors providing ‎reasonable details of the circumstances deemed to constitute Cause.‎

2.3

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“Change in Control” shall be deemed to have occurred on the first to occur of any of the following: (i) any one “person” or more than one person acting as a “group” becomes the “beneficial owner” (as such terms are used in the Securities Exchange Act of 1934) of more than fifty percent (50%) of the total voting power of common stock then outstanding; provided, however, that any acquisition by the Company, any entity controlled by the Company or any employee benefit plan (or related trust) sponsored or maintained by the Company or any entity controlled by the Company shall not constitute a Change in Control of the Company; (ii) a majority of the members of the Company’s Board of Directors is replaced during any twelve (12) month period by directors whose appointment or election is not endorsed by a majority of the Company’s Board of Directors before the date of the appointment or election; (iii) the consummation of a merger, consolidation or similar transaction involving the Company where, immediately after the consummation of such transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, either of the following, in each case, in substantially the same proportion as the ownership of the Company’s stockholders prior to such transaction: (A) outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such transaction or (B) more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such transaction; or (iv) the consummation of a sale, transfer or liquidation of all or substantially all of the assets of the Company and its subsidiaries; provided, however, that notwithstanding the foregoing, in any circumstance or transaction in which compensation resulting from or in respect of this Agreement would result in the imposition of an additional tax under Section 409A of the Code if the foregoing definition of “Change in Control” were to apply, but would not result in the imposition of any additional tax if the term “Change in Control” were defined herein to mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), then “Change in Control” shall mean a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5), but only to the extent necessary to prevent such compensation from becoming subject to an additional tax under Section 409A of the Code.

2.4

“Code” means the Internal Revenue Code of 1986, as amended.

2.5

“Employment Termination” shall mean the effective date of: (i) Employee’s voluntary termination of employment with the Company with Good Reason, or (ii) the termination of Employee’s employment by the Company without Cause.

2.6

“Good Reason” shall exist if, without Employee’s express written consent any of the following ‎events or actions occurs, provided that no finding of Good Reason shall be effective unless and until Employee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and ‎circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity ‎the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of ‎Good Reason is capable of being cured by the Company, providing the Company with an opportunity to ‎cure the same within thirty (30) calendar days after receipt of such notice: (i) the Company ‎materially reduces the nature, scope or level of Employee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change in Control (or prior to the Period Pending a Change in Control) or changes Employee’s reporting relationship; (ii) the Company requires ‎Employee to move Employee’s principal business office more than fifty (50) miles from Employee’s principal business office at the time of this Agreement; provided, however, that if Employee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Employee to move Employee’s principal business office to such corporate headquarters, such action shall not constitute “Good Reason” under this subsection (ii); ‎‎(iii) the Company reduces Employee’s Annual Salary or annual bonus or long-term incentive opportunity below that in ‎effect as of the date of this Agreement (or as of the Change in Control, if greater); or (iv) the Company breaches in any material respect its obligations hereunder.‎

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2.7

“Period Pending a Change in Control” shall mean the period between the time an agreement is entered into by the Company with respect to a merger or other business combination or transaction of the Company, which would constitute a Change in Control, and the effective time of such merger or other business combination or transaction of the Company.

Salary to Date of Employment Termination. The Company shall pay to Employee any unpaid salary or other compensation of any kind earned with respect to any period prior to Employee’s Employment Termination, including, but not limited to a lump sum cash payment for accumulated but unused vacation earned through such Employment Termination.

Other Incentive Plans. Except as otherwise provided herein, nothing in this Agreement shall impair or impact the vesting of any restricted stock, stock options, cash incentives or other form of compensation or benefits provided under any other plan, program or arrangement.

Code Section 4999.

5.1

In the event it shall be determined that as a result, directly or indirectly, of any payment or distribution by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), Employee would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then Employee shall be entitled to have the Payment either (A) paid or delivered in full, or (B) capped at the amount that is $1 less than three times Employee’s “base amount,” whichever of the foregoing results in the receipt by Employee of the greatest benefit on an after-tax basis (taking into account applicable taxes, including federal, state and local income taxes and the Excise Tax). Any reduction of the Payment required by this subsection shall be carried out by applying the following principles, in order: (1) the payment or benefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (3) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Code Section 409A, then the reduction shall be made pro rata among the payments or benefits included in the Payment (on the basis of the relative present value of the parachute payments).

5.2

All determinations required to be made under this Section 5 shall be made by the Company’s Independent Public Accounting Firm (the “Accounting Firm”) which shall provide detailed supporting calculations and documentation both to the Company and Employee within fifteen (15) business days of receipt of notice from Employee that there has been a Payment or such earlier time as is requested by the Company. The Company and Employee shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make the determinations required under this Section 5.

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In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, or the Accounting Firm declines such representation, Employee shall appoint a certified public accountant at another nationally recognized accounting firm (or, if none is available a lawyer with a nationally recognized law firm or a compensation consultant with a nationally recognized actuarial and benefits consulting firm) with expertise in the area of executive compensation tax law to make the determinations required hereunder (such accountant, lawyer, or consultant, as applicable, shall then be referred to as the Accounting Firm hereunder), provided such accounting firm is acceptable to the Company (the Company’s acceptance not to be unreasonably withheld). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written opinion that failure to report the Excise Tax on the Employee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Employee absent manifest error.

Mitigation and Set-Off. Employee shall not be required to mitigate Employee’s damages by seeking other employment or otherwise. The Company’s obligations under this Agreement shall not be reduced in any way by reason of any compensation or benefits received (or foregone) by Employee from sources other than the Company after Employee’s Employment Termination, or any amounts that might have been received by Employee in other employment had Employee sought other employment, except for the termination of benefits under a Welfare Benefit Plan pursuant to Section 1.3(ii) hereof. Except as expressly provided in Section 1.3 of this Agreement, Employee’s entitlement to benefits and coverage under this Agreement shall continue after, and shall not be affected by, Employee’s obtaining other employment after her Employment Termination, provided that any such benefit or coverage shall not be furnished if Employee expressly waives the specific benefit or coverage by giving written notice of waiver to the Company.

Litigation Expenses. The Company shall pay to Employee all out-of-pocket expenses, including attorneys’ fees, incurred by Employee in the event Employee successfully enforces any provision of this Agreement in any action, arbitration or lawsuit.

Assignment, Successors. This Agreement may not be assigned by the Company without the written consent of Employee but the obligations of the Company under this Agreement shall be the binding legal obligations of any successor to the Company by merger or other business combination, and in the event of any business combination or transaction that results in the transfer of substantially all of the assets or business of the Company, the Company will cause the transferee to assume the obligations of the Company under this Agreement. This Agreement may not be assigned by Employee during Employee’s life, and upon Employee’s death will inure to the benefit of Employee’s heirs, legatees and legal representatives of Employee’s estate.

Interpretation. The validity, interpretation, construction and performance of this Agreement shall be governed by the laws of the State of Illinois, without regard to the conflict of law principles thereof. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.

10.

Withholding. The Company may withhold from any payment that it is required to make under this Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, local or foreign law or regulation.

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11.

Amendment or Termination. This Agreement may be amended at any time by written agreement between the Company and Employee. The Company may terminate this Agreement by written notice given to Employee at least two (2) years prior to the effective date of such termination, provided that, if a Change in Control occurs prior to the effective date of such termination, the termination of this Agreement shall not be effective and Employee shall be entitled to the full benefits of this Agreement. Any such amendment or termination shall be made pursuant to a resolution of the Company’s Board of Directors or Compensation Committee.

12.

Financing. Cash and benefit payments under this Agreement shall constitute general obligations of the Company. Employee shall have only an unsecured right to payment thereof out of the general assets of the Company. Notwithstanding the foregoing, the Company may, by agreement with one or more trustees to be selected by the Company, create a trust on such terms, as the Company shall determine, to make payments to Employee in accordance with the terms of this Agreement.

13.

14.

Arbitration. Any controversy or claim arising out of or relating to this Agreement, or the breach hereof shall be adjudicated by arbitration administered by the American Arbitration Association (“AAA”) under its Employment Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Arbitration shall be by a single arbitrator, and the arbitration shall take place in Chicago, Illinois. The costs of the arbitration, including the fees of the arbitrator, cost of any record or transcripts of the arbitration hearing, administrative fees, and other similar fees and costs of arbitration shall be borne equally by the parties; provided, however, in the event of a dispute following or in connection with a Change in Control, the Company shall pay the fees of the arbitrator as well as such other fees and costs of arbitration. Judgment upon any award rendered by the arbitrator may be entered in any court having jurisdiction, and both parties consent and submit to the jurisdiction of such court for purposes of such action. Nothing in this Agreement shall preclude either party from seeking equitable relief from a court of competent jurisdiction. The statute of limitations, estoppel, waiver, laches and similar doctrines, which would otherwise be applicable in any action brought by a party shall be applicable in any arbitration proceeding, and the commencement of an arbitration proceeding shall be deemed the commencement of an action for those purposes. The Federal Arbitration Act shall apply to the construction, interpretation and enforcement of this arbitration provision.

15.

Other Agreements. This Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Agreement.

[Signature Page Follows]

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and year first written above.

METHODE ELECTRONICS, INC.

By:

[ ]

Its: [ ]

EMPLOYEE:

Name: [ ]

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EX-10.4 4 mei-ex10_4.htm EX-10.4 EX-10.4

Exhibit 10.4

METHODE ELECTRONICS, INC.

FORM OF LONG-TERM PERFORMANCE-BASED

RESTRICTED STOCK UNIT AWARD AGREEMENT

(2025 LTI PROGRAM)

This Long-Term Performance-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of [ ] (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [ ] (the “Grantee”).

WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to the Grantee Performance-Based Restricted Stock Units (“PSUs”) under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

General. This Award Agreement and the PSUs awarded herein are subject to all of the provisions of the Plan applicable to such PSUs. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content. In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

Grant. The Company hereby grants to the Grantee a total of [ ] PSUs (the “PSUs”), subject to the restrictions set forth in Section 3 hereof and the Plan. The Award’s performance period (“Performance Period”) and performance criteria (the “Performance Criteria”) are set forth in Exhibit A to this Agreement. The Performance Criteria has been established by the Compensation Committee of the Board (the “Committee”), which shall determine and certify whether such criteria have been satisfied.

Restrictions.

(a)

None of the PSUs may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of.

(b)

Except as provided below, any PSUs that are not vested shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Affiliates.

(c)

Any PSUs that are not vested may be forfeited to the Company in accordance with Section 9 of this Award Agreement.

Payment for PSUs.

(a)

The Company will pay one share of Common Stock to the Grantee for each vested Restricted Stock Unit as soon as practicable following the end of the Performance Period, but in no event later than seventy-five (75) days after the end of the Performance Period during the period between the first day following the Performance Period and July 15, 2027.

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(b)

Notwithstanding the foregoing, in the event that the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) and the Award is considered to be “nonqualified deferred compensation” upon the Grantee’s “Separation from Service” as defined below, any payment under this Award Agreement which results from a Separation from Service shall be delayed until the earlier of (i) first day of the seventh (7th) month beginning after the Grantee’s Separation from Service, or (ii) the Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax and interest on the Grantee under Section 409A(a)(1)(B).

Rights as Stockholder. The Grantee shall have no rights as a stockholder with respect to any PSUs. The Grantee will only have stockholder rights after a stock certificate is issued.

Vesting. Subject to the terms of this Award Agreement, the PSUs shall be earned and vested based on (i) continued service by the Grantee with ‎the Company or a Subsidiary or Affiliate until the Time Measure, and (ii) the ‎attainment level for the Performance Measure. The date on which the Time Measure and the Performance Measure are both satisfied shall be the “Vesting Date”. Any PSUs that are not earned and do not vest pursuant to Exhibit A and this Section 6 shall be immediately cancelled and forfeited to the Company as of the Vesting Date. Any fractional shares created by the vesting calculations described in Exhibit A will be rounded down to a whole share number; no fractional shares will vest pursuant to this Award Agreement. The Time Measure and the Performance Measure, which constitute the Performance Criteria, are described on Exhibit A to this Agreement.

Effect of Termination of Employment in Connection with Death or Disability. Notwithstanding Section 6 above, if the Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to Disability as defined in the Plan or death, then all of the PSUs will become immediately vested at the target level of performance.

Change of Control. Notwithstanding Section 6 above, the following provisions shall apply to the Awards in the event of a Change of Control prior to the end of the Performance Period‎:

(a)

In the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the PSUs outstanding as of the Date of the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 4.6 of the Plan), and such PSUs or replacements therefor shall remain outstanding and be governed by their respective terms, subject to Sections 8 (c) and (d) below.

(b)

If and to the extent that the outstanding PSUs are not continued, assumed or replaced in connection with a Change of Control, then all unvested PSUs will become immediately vested and non-forfeitable and payable at the actual performance, determined on the closing date for the Change of Control.

(c)

If and to the extent that the Awards (i) are not continued, assumed or replaced in connection with a Change of Control, or (ii) are (x) continued, assumed or replaced under the circumstances described in Section 8(a) above, and (y) if within two years after the Change of Control the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested PSUs shall be earned and payable at the target level of performance.

(d)

Notwithstanding whether the Awards are continued, assumed or replaced in connection with a Change of Control, if the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then a pro rata portion of the PSUs shall be earned and payable at the target level of performance.

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The fraction (subject to a maximum of one (1)) to be used to determine the pro rata vesting level for the PSUs shall have a numerator equal to the number of fiscal months elapsed between Award Date and the date of the Change of Control (rounded up to the nearest whole month), and the denominator of which shall be thirty-six (36).

(e)

The following definitions shall apply for purposes of this Section 8:

(1)

“Change of Control” shall have the meaning set forth in the Plan.

(2)

“Good Reason” shall exist hereunder if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of the Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to the Grantee duties that would reasonably require such move; provided, however, that if the Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to the Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to the Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to the Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

Forfeiture. If Grantee’s employment is terminated for Cause, as such term is defined in the Plan, then the unvested PSUs shall be forfeited to the Company effective as of the date on which the Grantee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan.

10.

Additional Delivery. Within 2½ months of the date the PSUs have been vested pursuant to this Award Agreement, the Company shall pay to the Grantee a dividend equivalent equal to the aggregate per share cash dividends with respect to all cash dividend record dates that fall between the Award Date and the Vesting Date, multiplied by the number of PSUs that vest as of such Vesting Date (without interest). The Company may withhold from any payment that it is required to make under this Award Agreement amounts sufficient to satisfy applicable withholding requirements under any federal, state, local or foreign law due in connection with this Award or the payment described in this Section.

-3-

No dividends shall be paid to the Grantee with respect to any Restricted Stock Unit that does not vest and is forfeited by Grantee.

11.

Construction. This Award Agreement is subject to the terms of the Plan and shall be construed in accordance therewith. All capitalized and undefined terms herein are subject to the definitions contained in the Plan. The validity, construction, interpretation, and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court for the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

12.

Severability. The provisions of this Award Agreement are severable and if any one or more provisions may be determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions, and any partially unenforceable provision to the extent enforceable in any jurisdiction, shall nevertheless be binding and enforceable.

13.

Waiver. The waiver by the Company of a breach of any provision of this Award Agreement by Grantee shall not operate or be construed as a waiver of any subsequent breach by the Grantee.

14.

Binding Effect. The provisions of this Award Agreement shall be binding upon the parties hereto, their successors and assigns, including, without limitation, the Company, its successors or assigns, the estate of the Grantee and the executors, administrators or trustees of such estate and any receiver, trustee in bankruptcy or representative of the creditors of the Grantee.

15.

Withholding. Grantee agrees, as a condition of this grant, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the PSUs or other payments under this Award Agreement. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting of shares or other payments arising from this grant, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Affiliate.

16.

Dispute Resolution. The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”). For purposes of this negotiation, the Company shall be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within 30 days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's National Rules for the Resolution of Employment Disputes then in effect. The arbitrator will be an attorney licensed to practice law in the State of Illinois. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. Except as set forth below, each party shall pay: the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case. Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties.

-4-

In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs. In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

17.

Section 409A Compliance. It is the intention of the Company and the Grantee that the PSUs and other benefits awarded under this Award Agreement shall comply with Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intent. Notwithstanding anything to the contrary contained herein, a termination of the Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service. In the event that the Company or the Grantee reasonably determines that any award under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to the Grantee. Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

18.

No Retention Rights. Nothing herein contained shall confer on the Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of the Grantee.

19.

No Guarantee of Future Awards. The grant of PSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if PSUs have previously been granted.

20.

Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

21.

Entire Agreement and Clawback Policy. This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement. This Award Agreement and the PSUs granted hereunder are subject to the Plan and the terms of any Change in Control Agreement between the Company and Grantee, as the same may be amended from time to time, if any. Additionally, this Award Agreement and the Awards granted hereunder are subject to the terms of the Company’s recoupment, ‎clawback or similar policy as in effect from time to time, as well as any similar provisions of ‎applicable law, including Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Dodd Frank Wall Street ‎Reform and Consumer Protection Act. In addition, the Company shall recover ‎from Grantee any Award recoverable under Section 304 of the Sarbanes-‎Oxley Act of 2002.

[Signature Page to Follow]

-5-

IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:
[ ]

Its: [ ]

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company. IF A COPY OF THIS AWARD AGREEMENT EXECUTED BY THE GRANTEE HAS NOT BEEN RECEIVED BY THE COMPANY NO LATER THAN THIRTY (30) DAYS AFTER THE AWARD DATE, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE ADMINISTRATOR UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[ ]

-6-

EX-10.5 5 mei-ex10_5.htm EX-10.5 EX-10.5

Exhibit 10.5

METHODE ELECTRONICS, INC.

FORM OF LONG-TERM TIME-BASED

RESTRICTED STOCK UNIT AWARD AGREEMENT

(2025 LTI PROGRAM)

This Long-Term Time-Based Restricted Stock Unit Award Agreement (the “Award Agreement”), effective as of [ ] (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”) and [ ] (the “Grantee”).

WHEREAS, the Company desires to encourage Grantee to continue to work for the benefit of the Company in a manner that will benefit all Company stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to the Grantee Restricted Stock Units (“RSUs”) under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

General. This Award Agreement and the RSUs awarded herein are subject to all of the provisions of the Plan applicable to such RSUs. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its content. In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

Grant. The Company hereby grants to the Grantee a total of [ ] RSUs (the “RSUs”), subject to the restrictions set forth in Section 3 hereof and the Plan.

Restrictions.

(a)

None of the RSUs may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of.

(b)

Except as provided below, any RSUs that are not vested shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and all of its Affiliates.

(c)

Any RSUs that are not vested may be forfeited to the Company in accordance with Section 9 of this Award Agreement.

Payment for RSUs.

(a)

The Company will pay one share of Common Stock to the Grantee for each vested Restricted Stock Unit during the two and one-half month period immediately following vesting under this Award Agreement.

(b)

5. Rights as Stockholder. The Grantee shall have no rights as a stockholder with respect to any RSUs. The Grantee will only have stockholder rights after a stock certificate is issued. 6. Vesting. The RSUs granted hereunder will vest thirty-three and one-third percent (33.33%) on each of the first, second and third anniversaries of the Award Date (each a “Vesting Date”), provided the Grantee continues to be employed by the Company (or an Affiliate thereof) until such dates. 7. Effect of Termination of Employment in Connection with Death or Disability. Notwithstanding Section 6 above, if the Grantee’s employment with the Company and its Subsidiaries and Affiliates is terminated due to Disability as defined in the Plan or death, then all of the unvested RSUs will become immediately vested and payable as soon as reasonably possible following the date of termination. 8. Change of Control. Notwithstanding Section 6 above, the following provisions shall apply to the Award in the event of a Change of Control prior to September 11, 2027‎: (a) In the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the RSUs outstanding as of the date of the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 4.6 of the Plan), and such RSUs or replacements therefor shall remain outstanding and be governed by their respective terms, subject to Sections 8(c) and (d) below. (b) If and to the extent that the outstanding RSUs are not continued, assumed or replaced in connection with a Change of Control, then all unvested RSUs will become immediately vested and non-forfeitable and payable as of the date of the Change of Control. (c) If and to the extent that the RSUs are continued, assumed or replaced under the circumstances described in Section 8(a) above, and if within two years after the Change of Control the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested RSUs will become immediately vested and non-forfeitable and payable as of the date of termination of employment. (d) Notwithstanding whether an Award is continued, assumed or replaced in connection with a Change of Control, if the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then all unvested RSUs will become immediately vested and non-forfeitable and payable as of the date of the Change of Control. (e) The following definitions shall apply for purposes of this Section 8: (1) “Change of Control” shall have the meaning set forth in the Plan. (2) “Good Reason” shall exist hereunder if, without Grantee’s express written consent any of the following events or actions occurs, provided that no finding of Good Reason shall be

effective unless and until the Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of Good Reason is capable of being cured by the Company, providing the Company with an opportunity to cure the same within thirty (30) calendar days after receipt of such notice: (A) the Company shall materially reduce the nature, scope or level of the Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change of Control, or shall fail to provide Grantee with adequate office facilities and support services to perform such responsibilities; (B) the Company shall require Grantee to move Grantee’s principal business office more than 25 miles from Grantee’s principal business office at the time of this Award Agreement, or assign to the Grantee duties that would reasonably require such move; provided, however, that if the Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, or assigns to the Grantee duties that would reasonably require such move, such actions shall not constitute “Good Reason” under this subsection; (C) the Company shall require Grantee, or assign duties to the Grantee which would reasonably require Grantee, to increase, by more than twenty-four, the number of normal working days (determined at the time of this Award Agreement) that Grantee spends away from Grantee’s principal business office during any consecutive twelve-month period; (D) the Company shall reduce Grantee’s annual salary below that in effect as of the date of this Award Agreement (or as of the Change of Control, if greater); (E) the Company shall materially reduce or fail to continue in effect any cash or stock-based incentive or bonus plan, retirement plan, welfare benefit plan, or other benefit plan, program or arrangement, unless the aggregate value (as computed by an independent employee benefits consultant selected by the Company) of all such incentive, bonus, retirement and benefit plans, programs and arrangements provided to the Grantee is not materially less than their aggregate value as of the date of this Award Agreement (or as of the Change of Control, if greater); or (F) if the Board of Directors fails to act in good faith with respect to the Company’s obligations hereunder, or the Company breaches its obligations hereunder.

Forfeiture. If Grantee’s employment is terminated for Cause, as such term is defined in the Plan‎, then the unvested RSUs shall be forfeited to the Company effective as of the date on which the Grantee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan.

Additional Delivery. Within two and one-half months of the date RSUs have vested ‎pursuant to this ‎Award Agreement, the Company shall pay to the Grantee a dividend equivalent ‎equal to the aggregate per ‎share cash dividends with respect to all cash dividend record dates that ‎fall between the Award ‎Date and the relevant Vesting Date multiplied by the number of RSUs ‎that vest ‎as of such Vesting Date (without interest). The Company may withhold from ‎any payment that ‎it is required to make under this Award Agreement amounts sufficient to satisfy ‎applicable ‎withholding requirements under any federal, state, local or foreign law due in connection with ‎this Award ‎or the payment described in this Section. No dividends shall be paid to the Grantee ‎with respect ‎to any Restricted Stock Unit that does not vest and is forfeited by the Grantee‎.

10.

Construction. This Award Agreement is subject to the terms of the Plan and shall be construed in accordance therewith. All capitalized and undefined terms herein are subject to the definitions contained in the Plan. The validity, construction, interpretation and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court of the Eastern Division of the Northern District of Illinois and the Grantee consents to the jurisdiction and venue of those courts.

11.

12.

Waiver. The waiver by the Company of a breach of any provision of this Award Agreement by Grantee shall not operate or be construed as a waiver of any subsequent breach by Grantee.

13.

14.

Withholding. Grantee agrees, as a condition of this grant, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the RSUs or other payments under this Award Agreement. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting of shares or other payments arising from this grant, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Affiliate.

15.

16.

Section 409A Compliance. It is the intention of the Company and the Grantee that the RSUs and other benefits awarded under this Award Agreement shall comply with Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intent. Notwithstanding anything to the contrary contained herein, a termination of the Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service.

In the event that the Company or the Grantee reasonably determines that any award under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A. Nothing in this Agreement shall be construed as a guarantee of any particular tax treatment to the Grantee. Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

17.

18.

No Guarantee of Future Awards. The grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if RSUs have previously been granted.

19.

Counterparts. This Award Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20.

Entire Agreement and Clawback Policy. This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement. This Award Agreement and the RSUs granted hereunder are subject to the Plan and the terms of any Change in Control Agreement between the Company and Grantee, as the same may be amended from time to time, if any. Additionally, this Award Agreement and the Awards granted hereunder are subject to the terms of the Company’s Incentive Compensation Recovery Policy as in effect from time to time, as well as any similar provisions of ‎applicable law, including Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Dodd Frank Wall Street ‎Reform and Consumer Protection Act. In addition, the Company shall recover ‎from Grantee any Award recoverable under Section 304 of the Sarbanes-‎Oxley Act of 2002.

[Signature Page to Follow]

IN WITNESS WHEREOF, the Company by one of its duly authorized representatives has executed this Award Agreement as of the day and year first above written.

METHODE ELECTRONICS, INC.

By:

[ ]

Its: [ ]

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

[ ]

EX-10.6 6 mei-ex10_6.htm EX-10.6 EX-10.6

Exhibit 10.6

METHODE ELECTRONICS, INC.

FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT (SIGN-ON AWARD)

This Restricted Stock Unit Award Agreement (the “Award Agreement”), dated and effective as of [ ] (the “Award Date”), is entered into by and between Methode Electronics, Inc., a Delaware corporation (the “Company”), and [ ] (“Grantee”).

WHEREAS, the Company desires to encourage Grantee to work for the benefit of the Company and the Company’s stockholders.

NOW, THEREFORE, in consideration of the premises and the mutual covenants and obligations set forth herein, the Company agrees to award to Grantee Restricted Stock Units under the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “Plan”) on the terms and conditions set forth herein and in the Plan.

General. This Award Agreement and the Restricted Stock Units awarded herein are subject to the provisions of the Plan applicable to Restricted Stock Units. Unless the context otherwise requires, capitalized terms used herein shall have the same meanings as in the Plan. Grantee hereby acknowledges receipt of a copy of the Plan and that Grantee has read the Plan and fully understands its contents. In the event of any conflict between the terms of this Award Agreement and the terms of the Plan, the terms of the Plan shall control.

Grant. The Company hereby grants to Grantee a total of [ ] Restricted Stock Units (the “Restricted Stock Units”), subject to the restrictions set forth in Section 3 hereof and the Plan.

Restrictions. None of the Restricted Stock Units may be sold, transferred, pledged, hypothecated or otherwise encumbered or disposed of. Except as provided below, any Restricted Stock Units that are not vested shall be forfeited to the Company immediately upon termination of the Grantee’s employment with the Company and its Affiliates. Any Restricted Stock Units that are not vested may be forfeited to the Company in accordance with Section 9 of this Award Agreement.

Payment for Restricted Stock Units. The Company will pay one share of Common Stock to Grantee for each vested Restricted Stock Unit within thirty (30) days following vesting under this Award Agreement. Notwithstanding the foregoing, in the event that Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Code and the Award is considered to be Nonqualified Deferred Compensation upon Grantee’s “Separation from Service” as defined below, any payment under this Award Agreement which results from a Separation from Service shall be delayed until the earlier of (i) first day of the seventh (7th) month beginning after Grantee’s Separation from Service, or (ii) Grantee’s death, if such a delay is necessary to avoid the imposition of additional tax and interest on Grantee under Section 409A(a)(1)(B) of the Code.

Rights as Stockholder. Grantee shall have no rights as a stockholder with respect to any Restricted Stock Units. Grantee shall have stockholder rights only with respect to shares of Common Stock actually issued and paid to Grantee hereunder.

Vesting. Except as otherwise provided in the Executive Severance Retention Agreement or the Change in Control Agreement, the Restricted Stock Units granted hereunder will vest as follows: [fifty (50%) percent each of the first and second anniversaries] OR [thirty three and one-third percent (33.33%) on each of the first, second and third anniversaries] of the Award Date (each a “Vesting Date”), provided Grantee continues to be employed by the Company (or an Affiliate thereof) as of each such respective date.

7. Effect of Termination of Employment in Connection with Death or Disability. Notwithstanding Section 6 above, if Grantee’s employment with the Company and its Affiliates is terminated prior to the date on which all of the Restricted Stock Units have vested pursuant to the terms of Section 6 (the “Second Vesting Date”), due to Disability as defined in the Plan or death, the unvested Restricted Stock Units shall become vested as of and payable as soon as reasonably possible following the date of such termination of employment. 8. Change of Control. Notwithstanding Section 6 above, the following provisions shall apply to the Award in the event of a Change of Control prior to the Second Vesting Date‎: (a) In the event of a Change of Control, the surviving or successor entity (or its parent corporation) may continue, assume or replace the Restricted Stock Units outstanding as of the date of the Change of Control on substantially the same terms and conditions (with such adjustments as may be required or permitted by Section 4.6 of the Plan), and such Restricted Stock Units or replacements therefor shall remain outstanding and be governed by their respective terms, subject to (c) and (d) below. (b) If and to the extent that the outstanding Restricted Stock Units are not continued, assumed or replaced in connection with a Change of Control, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.(c) If and to the extent that the Restricted Stock Units are continued, assumed or replaced under the circumstances described in (a), and if within two years after the Change of Control the Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of termination of employment.(d) Notwithstanding whether an Award is continued, assumed or replaced in connection with a Change of Control, if Grantee experiences an involuntary termination of employment or other service for reasons other than Cause or Grantee shall terminate employment with Good Reason during the period beginning on the date an agreement is entered into by the Company with respect to a merger, consolidation or similar transaction of the Company, which would constitute a Change of Control, and the effective time of such merger, consolidation or similar transaction of the Company, then all unvested Restricted Stock Units will become immediately vested and non-forfeitable and payable as of the date of the Change of Control.“Good Reason” shall exist hereunder if, without Grantee’s express written consent any of the following ‎events or actions occurs, provided that no finding of Good Reason shall be effective unless and until Grantee has provided the Company, within sixty (60) calendar days of becoming aware of the facts and ‎circumstances underlying the finding of Good Reason, with written notice thereof stating with specificity ‎the facts and circumstances underlying the finding of Good Reason and, if the basis for such finding of ‎Good Reason is capable of being cured by the Company, providing the Company with an opportunity to ‎cure the same within thirty (30) calendar days after receipt of such notice: (i) the Company ‎materially reduces the nature, scope or level of Grantee’s responsibilities from the nature, scope or level of such responsibilities prior to the Change in

Control (or prior to the Period Pending a Change in Control) or changes Grantee’s reporting relationship to the Board; (ii) the Company requires ‎Grantee to move Grantee’s principal business office more than fifty (50) miles from Grantee’s principal business office at the time of this Agreement; provided, however, that if Grantee’s principal business office is not located at the Company’s then current corporate headquarters, and the Company requires Grantee to move Grantee’s principal business office to such corporate headquarters, such action shall not constitute “Good Reason” under this subsection (ii); ‎‎(iii) the Company reduces Grantee’s annual salary or annual bonus or long-term incentive opportunity below that in ‎effect as of the date of this Agreement (or as of the Change in Control, if greater); or (iv) the Company breaches in any material respect its obligations hereunder.‎

Forfeiture. If at any time any of the following events constituting “Cause” occur: (i) Grantee’s conviction of, or plea of nolo contendere to, a felony other than a traffic violation; ‎(ii)‎ Grantee’s commission of any act or acts of personal dishonesty intended to ‎result in ‎personal enrichment to Grantee to the detriment of the Company;‎ ‎(iii) a failure to perform assigned duties,‎ provided that such failure has continued for more than ten (10) days after the Board of Directors or the ‎Chief Executive Officer of the Company has given written notice of such failure and of the Company’s intention to terminate Grantee’s employment because of such failure;‎ ‎(iv)‎ any willful misconduct by Grantee which affects the business ‎reputation ‎of the Company; ‎(v) breach in any material respect by Grantee of any provision of any ‎employment, ‎consulting, advisory, nondisclosure, non-competition, or ‎other similar agreement ‎between Grantee and the Company or any of its Affiliates; or ‎(vi)‎ Grantee’s violation of the Company’s Code of Business Conduct‎ or any addendum thereto,‎ then the unvested Restricted Stock Units shall be forfeited to the Company effective as of the date on which Grantee entered into such activity, unless terminated sooner by operation of another term or condition of this Award Agreement or the Plan.

10.

Additional Delivery. Within 2½ months of the date Restricted Stock Units have vested ‎pursuant to this ‎Award Agreement, the Company shall pay to Grantee a dividend equivalent ‎equal to the aggregate per ‎share cash dividends with respect to all cash dividend record dates that ‎fall between the Award ‎Date and the relevant Vesting Date multiplied by the number of Restricted Stock Units ‎that vest ‎as of such Vesting Date (without interest). The Company may withhold from ‎any payment that ‎it is required to make under this Award Agreement amounts sufficient to satisfy ‎applicable ‎withholding requirements under any federal, state, local or foreign law due in connection with ‎this Award ‎or the payment described in this section. No dividends shall be paid to Grantee ‎with respect ‎to any Restricted Stock Unit that does not vest and is forfeited by Grantee‎.

11.

Applicable Law. The validity, construction, interpretation and enforceability of this Award Agreement shall be determined and governed by the laws of the State of Illinois without regard to any conflicts or choice of law rules or principles that might otherwise refer construction or interpretation of this Award Agreement to the substantive law of another jurisdiction, and any litigation arising out of this Award Agreement shall be brought in the Circuit Court of the State of Illinois or the United States District Court of the Eastern Division of the Northern District of Illinois and Grantee consents to the jurisdiction and venue of those courts.

12.

13.

Waiver. The waiver by the Company of a breach of any provision of this Award Agreement by Grantee shall not operate or be construed as a waiver of any subsequent breach by Grantee.

14.

Binding Effect. The provisions of this Award Agreement shall be binding upon the parties hereto, their successors and assigns, including, without limitation, the Company, its successors or assigns, the estate of Grantee and the executors, administrators or trustees of such estate and any receiver, trustee in bankruptcy or representative of the creditors of Grantee.

15.

Withholding. Grantee agrees, as a condition of this grant, to make acceptable arrangements to pay any withholding or other taxes or deductions that may be due or may arise as a result of the vesting of the Restricted Stock Units or other payments under this Award Agreement. In the event that the Company determines that any federal, state, local or foreign tax or withholding payment or other deduction is required relating to the vesting of shares or other payments arising from this grant, the Company shall have the right to require such amounts or deductions from Grantee, or withhold such amounts or deductions from other payments due Grantee from the Company or any Affiliate.

16.

Dispute Resolution. The parties initially shall attempt to resolve by direct negotiation any dispute, controversy or claim arising out of or relating to this Award Agreement or its breach or interpretation (each, a “Dispute”). For purposes of this negotiation, the Company may be represented by one or more of its independent directors appointed by the Board of Directors. If the parties are unable to resolve the Dispute by direct negotiation within thirty (30) days after written notice by one party to the other of the Dispute, the Dispute shall be settled by submission by either party of the Dispute to binding arbitration in Chicago, Illinois (unless the parties agree in writing to a different location), before a single arbitrator in accordance with the American Arbitration Association's Employment Arbitration Rules then in effect. The arbitrator will be an attorney licensed to practice law in the State of Illinois. The decision and award made by the arbitrator shall be final, binding and conclusive on all parties hereto for all purposes, and judgment may be entered thereon in any court having jurisdiction thereof. Except as set forth below, each party shall pay: the fees of their or its attorneys; the expenses of their or its witnesses; and all other expenses connected with presenting their or its case. Except as set forth below, the costs of the arbitration, including the cost of any record or transcripts of the arbitration hearing, administrative fees, the fees of the arbitrator, and all other fees and costs shall be borne equally by the parties. In the event of a Dispute following or in connection with a Change of Control, the Company shall pay the fees of the arbitrator as well as the cost of any record or transcripts of the arbitration hearing and other administrative fees and costs. In all Disputes, the arbitrator will have discretion to make an award of fees, costs and expenses to the prevailing party.

17.

Section 409A Compliance. It is the intention of the Company and Grantee that the Restricted Stock Units and other benefits awarded under this Award Agreement shall comply with, or be exempt from, Section 409A of the Code and its implementing regulations (“Section 409A”) and shall be interpreted in a manner consistent with this intent. Notwithstanding anything to the contrary contained herein, a termination of Grantee’s employment shall not be deemed to have occurred for purposes of making any payments under this Award Agreement unless such termination gives rise to a “Separation from Service” (within the meaning of Section 409A, a “Separation from Service”) and references to “termination of employment” shall mean Separation from Service. In the event that the Company or Grantee reasonably determines that any award under this Award Agreement fails to comply with Section 409A, the Company and Grantee shall work together to adopt such amendments to this Award Agreement or adopt other policies or procedures (including amendments, policies and procedures with retroactive effective to the extent allowable by applicable laws), or take any other commercially reasonable actions necessary or appropriate to comply with the requirements of Section 409A. Nothing in this Award Agreement shall be construed as a guarantee of any particular tax treatment to Grantee.

Grantee shall be solely responsible for the tax consequences with respect to all amounts payable under this Award Agreement, and in no event shall the Company have any responsibility or liability if this Award Agreement does not meet any applicable requirements of Section 409A.

18.

No Retention Rights. Nothing herein contained shall confer on Grantee any right with respect to continuation of employment or services by the Company or its Subsidiaries or Affiliates, or interfere with the right of the Company or its Subsidiaries or Affiliates to terminate at any time the employment or service of Grantee.

19.

No Guarantee of Future Awards. The grant of the Restricted Stock Units is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants, even if Restricted Stock Units have previously been granted.

20.

Entire Agreement and Clawback Policy. This Award Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Award Agreement. This Award Agreement and the Restricted Stock Units granted hereunder are subject to the Plan and the terms of any Change in Control Agreement between the Company and Grantee, as the same may be amended from time to time, if any. Additionally, this Award Agreement and the Awards granted hereunder are subject to the terms of the Company’s recoupment, ‎clawback or similar policy as in effect from time to time, as well as any similar provisions of ‎applicable law, including Section 10D of the Securities Exchange Act of 1934 (the “Exchange Act”) and the Dodd Frank Wall Street ‎Reform and Consumer Protection Act. In addition, the Company shall recover ‎from Grantee any Award recoverable under Section 304 of the Sarbanes-‎Oxley Act of 2002.‎ IN WITNESS WHEREOF, the parties hereto have executed and delivered this Award Agreement as of the Award Date first above written.

[Signature Page Follows]

METHODE ELECTRONICS, INC.

By:

[ ]

Its: [ ]

Please indicate your acceptance of the terms and conditions of this Award Agreement by signing in the space provided below and returning a signed copy of this Award Agreement to the Company. IF A COPY OF THIS AWARD AGREEMENT EXECUTED BY GRANTEE HAS NOT BEEN RECEIVED BY THE COMPANY WITHIN THIRTY (30) DAYS OF THE AWARD DATE, THE RESTRICTED STOCK UNITS GRANTED UNDER THIS AWARD AGREEMENT SHALL BE CANCELLED.

BY SIGNING BELOW, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE RECEIVED A COPY OF THE PLAN AND ARE FAMILIAR WITH THE TERMS AND PROVISIONS THEREOF, INCLUDING THE TERMS AND PROVISIONS OF THIS AWARD AGREEMENT. YOU HAVE REVIEWED THE PLAN AND THIS AWARD AGREEMENT IN THEIR ENTIRETY, HAVE HAD AN OPPORTUNITY TO OBTAIN THE ADVICE OF COUNSEL PRIOR TO EXECUTING THIS AWARD AGREEMENT AND FULLY UNDERSTAND ALL PROVISIONS OF THIS AWARD AGREEMENT. FINALLY, YOU HEREBY AGREE TO ACCEPT AS BINDING, CONCLUSIVE AND FINAL ALL DECISIONS OR INTERPRETATIONS OF THE COMMITTEE UPON ANY QUESTIONS ARISING UNDER THE PLAN OR THIS AWARD AGREEMENT.

The undersigned hereby accepts, and agrees to, all terms and provisions of this Award Agreement and the Plan as they pertain hereto.

GRANTEE

____________________________________

Name: [ ]

EX-10.7 7 mei-ex10_7.htm EX-10.7 EX-10.7

Exhibit 10.7

September 8, 2025

Methode Electronics, Inc.
8750 W. Bryn Mawr Ave., Suite 1000

Chicago, IL 60631

Dear Ladies and Gentlemen:

Reference is hereby made to that certain Second Amended and Restated Credit Agreement, dated as of October 31, 2022 (as amended, supplemented restated or otherwise modified from time to time, the “Credit Agreement”), by and among Methode Electronics, Inc., a Delaware corporation (“Borrower”), certain subsidiaries of the Borrower, the lenders from time to time party hereto (the “Lenders”) and Bank of America, N.A., as administrative agent (solely in such capacity, the “Administrative Agent”), Swing Line lender and L/C Issuer (in each case, as defined therein). Capitalized terms used herein and not otherwise defined herein shall have the meanings given to such terms in the Credit Agreement.

The Company has informed the Administrative Agent and the Lenders that it made Restricted Payments pursuant to Section 7.07(e)(i) of the Credit Agreement in an aggregate amount of $2,809,645.05 during its fiscal quarter ending August 2, 2025, which is in excess of the $2,500,000 limitation for such period. The amount of such excess is referred to herein as the “Overage Amount”. Therefore, an Event of Default has occurred and is continuing under Section 8.01(b) of the Credit Agreement as the result of the Loan Parties’ failure to comply with the terms of Section 7.07 for the fiscal quarter of the Company ending August 2, 2025 (the “Acknowledged Event of Default”).

Subject to the effectiveness of this waiver letter, (A) the Company and the Required Lenders agree that the basket in Section 7.07(e)(i) of the Credit Agreement shall be reduced by the Overage Amount for the fiscal quarter of the Company ending November 1, 2025, and (B) the Required Lenders hereby waive the Acknowledged Event of Default. The waiver set forth herein is a one-time waiver and is limited solely to the specific matters set forth herein and nothing contained in this waiver letter shall be deemed to constitute a waiver of any other rights or remedies with respect to any other Defaults or Events of Default the Administrative Agent or any Lender may have under the Credit Agreement, any other Loan Documents or under applicable Law. This waiver letter is a Loan Document.

This waiver letter shall be effective on the date hereof upon the receipt by the Administrative Agent of copies of this waiver letter duly executed by the Borrower, the Administrative Agent and the Required Lenders.

The Company agrees to pay all out-of-pocket fees and expenses owed by the Company to the Administrative Agent and the Lenders including all reasonable and documented fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent payable pursuant to the Loan Documents. This waiver letter may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement. Delivery of an executed counterpart of this waiver letter by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this waiver letter; provided, however, that the telecopy or other electronic image shall be promptly followed by an original if required by the Administrative Agent.

[signature page follows]

14293642v1

This waiver letter shall be governed by and construed in accordance with the laws of the State of New York.

Very truly yours,

BANK OF AMERICA, N.A.,

as Administrative Agent

By: /s/ DeWayne D. Rosse

Name: DeWayne D. Rosse

Title: Assistant Vice President

BANK OF AMERICA, N.A.,
as a Lender

By: /s/ Jonathan M. Phillips
Name: Jonathan M. Phillips

Title: Senior Vice President

WELLS FARGO BANK, NATIONAL ASSOCIATION,
as a Lender

By: /s/ Heather Hoopingarner
Name: Heather Hoopingarner

Title: Executive Director

PNC BANK, NATIONAL ASSOCIATION,
as a Lender

By:
Name:

Title:

TD BANK, N.A.,
as a Lender

By: /s/ Leonid Batsevitsky Name: Leonid Batsevitsky HSBC BANK USA, NATIONAL ASSOCIATION, as a Lender

Title: Vice President

WAIVER LETTER

By: /s/ Jillian Clemons
Name: Jillian Clemons

Title: Senior Vice President

BMO HARRIS BANK N.A.,
as a Lender

By: /s/ Lauren Buysse
Name: Lauren Buysse

Title: Managing Director

CITIBANK, N.A.,
as a Lender

By: /s/ Steve Buehler
Name: Steve Buehler

Title: Authorized Signatory

JPMORGAN CHASE BANK, N.A.,
as a Lender

By: /s/ Ayesha Nabi
Name: Ayesha Nabi

Title: Vice President

SANTANDER BANK, N.A.,
as a Lender

By: /s/ Jeffrey G. Millman Name: Jeffrey G. Millman THE BANK OF EAST ASIA, LIMITED, NEW YORK BRANCH, as a Lender

Title: Vice President

WAIVER LETTER

By: /s/ James Hua
Name: James Hua

Title: DGM & Head of Corporate Banking

By: /s/ Chong Tan
Name: Chong Tan

Title: DGM & Head of Risk Management I, Jonathan DeGaynor, certify that:

WAIVER LETTER

Acknowledged, agreed and accepted:

METHODE ELECTRONICS, INC.,

a Delaware corporation

By: /s/ Kerry Vyverberg

Name: Kerry Vyverberg

Title: General Counsel

WAIVER LETTER

EX-31.1 8 mei-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION

I have reviewed this report on Form 10-Q of Methode Electronics, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: September 9, 2025	By:	/s/ Jonathan DeGaynor
		Jonathan DeGaynor
		Chief Executive Officer

EX-31.2 9 mei-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION

I, Laura Kowalchik, certify that:

I have reviewed this report on Form 10-Q of Methode Electronics, Inc.;

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: September 9, 2025	By:	/s/ Laura Kowalchik
		Laura Kowalchik
		Chief Financial Officer

EX-32 10 mei-ex32.htm EX-32 EX-32

Exhibit 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, each of the undersigned officers of Methode Electronics, Inc. (the “Company”) certifies that the Quarterly Report on Form 10-Q of the Company for the quarter ended August 2, 2025 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and information contained in that Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: September 9, 2025	By:	/s/ Jonathan DeGaynor
		Jonathan DeGaynor Chief Executive Officer
Date: September 9, 2025	By:	/s/ Laura Kowalchik
		Laura Kowalchik
		Chief Financial Officer