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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Methode Electronics Inc | NYSE:MEI | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.07 | 0.57% | 12.34 | 12.66 | 12.17 | 12.48 | 253,334 | 01:00:00 |
Filed by the Registrant ☒
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Filed by a Party other than the Registrant ☐
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☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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☒
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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1.
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To elect a Board of Directors;
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2.
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To ratify the Audit Committee’s selection of Ernst & Young LLP to serve as our independent registered public accounting firm for the fiscal year ending May 1, 2021;
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3.
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To provide advisory approval of Methode’s named executive officer compensation; and
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4.
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To transact such other business as may properly come before the Annual Meeting or any adjournment or postponement thereof.
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By Order of the Board of Directors,
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Walter J. Aspatore
Chairman |
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Committee
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Members
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Principal Functions
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Number of
Meetings in Fiscal 2020 |
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Audit
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Isabelle C. Goossen (Chair)
Therese M. Bobek Brian J. Cadwallader Mary A. Lindsey Lawrence B. Skatoff |
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•
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Oversees accounting and financial reporting processes, and audits of financial statements.
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11
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Monitors performance of internal audit function and our system of internal controls.
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Monitors performance, qualifications and independence of our independent registered public accounting firm, makes decisions regarding the retention, termination and compensation of such firm and approves related services.
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Monitors compliance with legal and regulatory requirements pertaining to financial statements.
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Reviews our financial press releases and certain SEC filings.
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Discusses with management major financial risk exposures and the steps taken to monitor and control such exposures, and discusses guidelines and policies by which risk assessment and risk management is undertaken.
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If applicable, reviews related party transactions and potential conflict of interest situations.
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Committee
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Members
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Principal Functions
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Number of
Meetings in Fiscal 2020 |
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Compensation
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Darren M. Dawson (Chair)
Walter J. Aspatore Bruce K. Crowther |
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•
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Oversees our executive compensation policies and plans.
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7
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Approves goals and incentives for the compensation of our Chief Executive Officer and, with the advice of the Chief Executive Officer, the other executive officers.
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Approves grants under our stock plan.
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Makes decisions regarding the retention, compensation and termination of any Committee compensation consultant, and monitors their independence.
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Evaluates whether risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect.
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Nominating and Governance
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Brian J. Cadwallader (Chair)
Walter J. Aspatore Mark D. Schwabero |
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•
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Recommends director candidates for election to our Board.
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4
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Recommends Board committee assignments.
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Recommends compensation and benefits for directors.
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Reviews and recommends revisions to our Corporate Governance Guidelines.
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Conducts an annual assessment of Board and committee performance.
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Reviews our risk management policies and practices.
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Reviews succession planning for our executive officers.
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Oversees our Environmental, Social and Governance (ESG) program.
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Technology
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Darren M. Dawson (Chair)
Angelo V. Pantaleo Mark D. Schwabero |
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•
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Reviews with management our technology assets and future needs.
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3
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•
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Reviews technology research and development activities and possible acquisitions of technology.
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Medical Products
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Bruce K. Crowther (Chair)
David P. Blom Donald W. Duda |
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•
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Reviews with management our business strategies for developing and marketing our medical device products.
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5
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•
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Evaluates industry and market trends that may affect our medical device business.
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Name
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Fees Earned
or Paid in Cash ($) |
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Stock Awards
($)(1) |
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Total
($) |
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Martha Goldberg Aronson(2)
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42,330
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84,450
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126,780
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Walter J. Aspatore
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110,330
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84,450
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194,780
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David P. Blom(3)
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20,500
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—
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20,500
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Therese M. Bobek(4)
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11,000
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—
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11,000
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Brian J. Cadwallader
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74,830
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84,450
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159,280
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Bruce K. Crowther(5)
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57,580
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84,450
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142,030
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Darren M. Dawson
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91,080
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84,450
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175,530
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Isabelle C. Goossen
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83,830
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84,450
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168,280
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Christopher J. Hornung(2)
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42,330
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84,450
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126,780
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Mary A. Lindsey(4)
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11,000
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—
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11,000
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Angelo V. Pantaleo(3)
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18,500
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—
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18,500
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Mark D. Schwabero(5)
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44,830
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84,450
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129,280
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Paul G. Shelton(2)
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42,330
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84,450
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126,780
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Lawrence B. Skatoff
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74,830
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84,450
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159,280
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(1)
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The reported amounts reflect the fair value at the date of grant calculated in accordance with the Financial Accounting Standards Board’s Accounting Standards Codification Topic 718. Details of the assumptions used in valuing these awards are set forth in Note 13 to our audited financial statements included in our Annual Report on Form 10-K for the fiscal year ended May 2, 2020.
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(2)
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Retired from the Board in September 2019.
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(3)
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Appointed to the Board in December 2019.
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(4)
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Appointed to the Board in March 2020.
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(5)
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Appointed to the Board in June 2019.
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Name and Address of Beneficial Owner
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Amount and Nature of
Beneficial Ownership |
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Percent of Class (%)
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BlackRock, Inc.(1)
55 East 52nd Street New York, New York 10055 |
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5,668,094
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15.3
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The Vanguard Group(2)
100 Vanguard Blvd. Malvern, Pennsylvania 19355 |
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3,873,227
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10.4
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Dimensional Fund Advisors LP(3)
Building One 6300 Bee Cave Road Austin, TX 78746 |
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2,094,240
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5.7
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(1)
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Information is based on a Schedule 13G/A filed with the Securities and Exchange Commission (“SEC”) on February 4, 2020. In the Schedule 13G/A, BlackRock, Inc. reported that, as a parent holding company, as of December 31, 2019, it had sole voting power with respect to 5,580,478 shares and sole dispositive power with respect to 5,668,094 shares. According to the Schedule 13G/A, the subsidiary BlackRock Fund Advisors beneficially owns 5% or greater of the Company’s outstanding shares.
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(2)
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Information is based on a Schedule 13G/A filed with the SEC on February 12, 2020. In the Schedule 13G/A, The Vanguard Group reported that, as of December 31, 2019, it had sole voting power with respect to 36,672 shares, shared voting power with respect to 6,723 shares, sole dispositive power with respect to 3,835,916 shares and shared dispositive power with respect to 37,311 shares. Vanguard Fiduciary Trust Company, a wholly-owned subsidiary, is the beneficial owner of 30,588 shares as a result of its serving as investment manager of collective trust accounts. Vanguard Investments Australia, Ltd., a wholly-owned subsidiary, is the beneficial owner of 12,807 shares as a result of its serving as investment manager of Australian investment offerings.
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(3)
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Information is based on a Schedule 13G/A filed with the SEC on February 12, 2020. In the Schedule 13G/A, Dimensional Fund Advisors LP reported that it is an investment advisor and, as of December 31, 2019, it had sole voting power with respect to 1,994,614 shares and sole dispositive power with respect to 2,094,240 shares.
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Name of Beneficial Owner
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Amount and Nature of
Beneficial Ownership(1) |
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Percent of Class (%)
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Walter J. Aspatore
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36,000(2)
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*
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David P. Blom
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3,000
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*
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Therese M. Bobek
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3,000
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*
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Brian J. Cadwallader
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9,000
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*
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Bruce K. Crowther
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6,900(3)
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*
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Darren M. Dawson
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19,000
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*
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Donald W. Duda
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610,322(4)
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1.6
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Isabelle C. Goossen
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46,450
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*
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Mary A. Lindsey
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3,000
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*
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Angelo V. Pantaleo
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3,000
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Mark D. Schwabero
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6,000
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*
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Lawrence B. Skatoff
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46,350(5)
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*
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Michael Brotherton
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45,340(6)
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*
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Joseph E. Khoury
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210,420(7)
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*
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Anil Shetty
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45,019(8)
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*
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Ronald L.G. Tsoumas
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77,494(9)
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*
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All current directors and executive officers as a group
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1,226,897(10)
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3.2
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*
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Percentage represents less than 1% of the total shares of common stock outstanding.
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(1)
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Beneficial ownership arises from sole voting and dispositive power unless otherwise indicated by footnote.
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(2)
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Includes 24,000 shares held jointly with Mr. Aspatore’s wife and 9,000 in an Individual Retirement Account.
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(3)
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Shares are held in a trust pursuant to which Mr. Crowther shares voting and investment power with his wife.
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(4)
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Includes 13,979 shares held jointly with Mr. Duda’s wife, options to purchase 40,000 shares of common stock exercisable within 60 days, 195,055 shares of vested restricted stock units for which common stock will be delivered to Mr. Duda at such time as the value of the award is deductible by us or Mr. Duda’s employment terminates, 220,000 shares of vested restricted stock units for which common stock will be delivered to Mr. Duda in the event of termination from Methode under any circumstance and 71,940 shares of common stock held in our 401(k) Plan.
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(5)
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Shares are held in a trust pursuant to which Mr. Skatoff shares voting and investment power with his wife.
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(6)
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Includes options to purchase 1,668 shares of common stock exercisable within 60 days and 469 shares of common stock held in our 401(k) Plan.
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(7)
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Includes options to purchase 12,000 shares of common stock exercisable within 60 days and 90,000 shares of vested restricted stock units for which common stock will be delivered to Mr. Khoury in the event of termination from Methode under any circumstance.
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(8)
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Includes options to purchase 5,000 shares of common stock exercisable within 60 days.
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(9)
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Includes options to purchase 8,000 shares of common stock exercisable within 60 days, 42,000 shares of vested restricted stock units for which common stock will be delivered to Mr. Tsoumas in the event of termination from Methode under any circumstance and 11,443 shares of common stock held in our 401(k) Plan.
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(10)
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Includes 37,979 shares held jointly, 53,250 shares held in trust with voting and investment power shared with a spouse, options to purchase 78,668 shares of common stock exercisable within 60 days, 547,055 shares of vested restricted stock units and 83,841 shares of common stock held in our 401(k) Plan.
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AUDIT COMMITTEE
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Isabelle C. Goossen (Chair)
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Therese M. Bobek
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Brian J. Cadwallader
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Mary A. Lindsey
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Lawrence B. Skatoff
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Fiscal 2020
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Fiscal 2019
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Audit Fees(1)
|
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$2,868,035
|
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$2,844,199
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Audit-Related Fees
|
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—
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—
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Tax Fees(2)
|
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$27,821
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$45,326
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All Other Fees
|
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—
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—
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Total
|
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$2,895,856
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$2,889,525
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(1)
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Audit fees represent aggregate fees billed for professional services rendered by EY for the audit of our annual financial statements and review of our quarterly financial statements, audit services provided in connection with other statutory and regulatory filings and consultation with respect to various accounting and financial reporting matters.
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(2)
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Tax fees primarily include fees for consultations regarding intercompany transfer pricing.
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Fund the Business
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Acquisitions
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$553M
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52%
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Capital Expenditures
|
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$188M
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18%
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Product Development
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$170M
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16%
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Return to Shareholders
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Share Repurchases
|
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$72M
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7%
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Dividends
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$74M
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7%
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•
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Leverage our technology “toolbox” to create differentiated products and solutions for OEM customers.
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Invest organically in new technologies to be leveraged across business units.
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Seek acquisitions in the industrial and medical device spaces; while being opportunistic in the automotive space.
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Optimize capital allocation.
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Improve ROIC through the vertical integration of purchased processes needed to support growth.
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Strive to maintain an efficient tax rate via leverage of global manufacturing footprint.
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•
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Focus on debt repayment and capacity.
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•
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Salary. For fiscal 2020, all of our named executive officers were awarded modest salary increases of three percent (3%). Effective as of April 5, 2020 and continuing through the date of this proxy statement, the salaries of our named executive officers were reduced twenty percent (20%) in connection with the Company’s cost-cutting measures related to the COVID-19 pandemic. Details regarding these salaries are described below under “Components of Fiscal 2020 Compensation – Salary.”
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•
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Annual Performance-Based Cash Bonus. Our named executive officers were awarded annual performance-based cash bonus opportunities for fiscal 2020. The target amount payable was set at 100% of base salary for Mr. Duda, 75% for Mr. Khoury and 66% for our other executive officers. For all of our executive officers, a portion of the target bonus was based on a pre-tax income measure for the Company (70% for our CEO, CFO and COO and 30% for Messrs. Brotherton and Shetty). For Messrs. Duda, Tsoumas and Khoury, the remaining portion of the target bonus was based on new business bookings, revenue objectives and/or individual management objectives. For Messrs. Brotherton and Shetty, the other portion was based on the results for Grakon and Dabir Surfaces, respectively. As of the end of the third quarter, the Company anticipated achieving approximately the target level of performance for fiscal 2020 pre-tax income. Despite the significant cost cutting measures undertaken by the Company, the COVID-19 pandemic had a substantial impact on results and the Company did not achieve the threshold level of performance for pre-tax income. Details regarding these awards, including the threshold, target and maximum levels of performance, are described below under “Components of Fiscal 2020 Compensation – Annual Performance-Based Bonuses.”
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•
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Long-Term Incentive (“LTI”) Program. Each of our named executive officers participated in our five-year, long-term equity incentive program which concluded in fiscal 2020. The LTI Program included a mix of performance-based restricted stock awards (“RSAs”) and time-based restricted stock units (“RSUs”). Thirty percent (30%) of the RSUs vested at the end of fiscal 2018 and 2019, and forty percent (40%) vested at the end of fiscal 2020. The number of RSAs earned depended on fiscal 2020 EBITDA performance. As of the end of the third quarter, the Company anticipated achieving approximately the target level of fiscal 2020 EBITDA performance. Despite the significant cost cutting measures undertaken by the Company, the COVID-19 pandemic had a substantial impact on the Company’s fiscal 2020 EBITDA and our named executive officers earned 68.8% of their target RSAs. Details regarding these awards, including the threshold, target and maximum levels of performance for the RSAs, are described below under “Fiscal 2016 to 2020 Long-Term Incentive Program.” Our Compensation Committee is currently considering adopting a new five-year, long-term incentive program for our executive officers. Details regarding this proposed program are described below under “Five-Year Long-Term Incentive Program Expected to Launch in Fiscal 2021.”
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What We Do
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•
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Provide for a significant amount of compensation that is “at risk” based on performance
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•
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Provide an appropriate mix of short-term and long-term compensation
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•
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Utilize an independent compensation consultant
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•
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Require significant executive officer and director stock ownership
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•
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Maintain a “clawback” policy for incentive compensation
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•
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Conduct an annual say-on-pay advisory vote
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•
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Conduct an annual compensation risk assessment
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•
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Disclose EBITDA performance measures under our LTI Program
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What We Don’t Do
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•
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No excessive post-termination benefits
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•
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No excise tax gross ups upon change in control
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•
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No ”single trigger” change of control benefits
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•
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No dividends or dividend equivalents on unearned stock awards
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•
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No hedging or pledging of our stock by executives or directors
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•
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No excessive perquisites
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•
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Provide executives with a competitive pay arrangement.
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•
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Link short-term cash incentive pay to achievement of company objectives for pre-tax income and new business bookings, and in certain cases, individual objectives.
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•
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Link long-term equity incentives to achievement of EBITDA objectives.
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•
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Align executive interests with stockholder interests by providing for capital accumulation through awards of RSAs and RSUs and encourage significant ownership of our common stock by our executive officers.
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•
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assisted the Compensation Committee in evaluating the linkage between pay and performance;
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•
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assisted the Compensation Committee in developing a compensation peer group;
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•
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provided and reviewed market data and advised the Compensation Committee on setting executive compensation and the competitiveness and reasonableness of the Company’s executive compensation program, including the proposed new equity long-term incentive program;
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•
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reviewed and advised the Compensation Committee regarding the elements of the Company’s executive compensation program, each as relative to the Company’s peers and survey data;
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•
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provided information regarding realizable pay in light of our multi-year LTI Program;
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•
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evaluated the Company’s compensation programs and practices in relation to potential compensation risk areas to confirm that the risks inherent in the executive compensation program are not reasonably likely to have a material adverse effect on the Company; and
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•
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advised the Compensation Committee regarding regulatory, governance, disclosure and other technical matters.
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•
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The Compensation Committee is independent and utilizes an independent compensation consultant.
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•
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Compensation for our executive officers represents a balanced mix of short-term, long-term and at-risk compensation.
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•
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Our incentive programs are designed to avoid an over emphasis on a single performance metric.
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•
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The maximum amount payable under the annual performance-based cash bonuses is capped at 200% of target.
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•
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Our LTI Program was comprised entirely of equity awards in order to directly align the interests of our executive officers with those of our stockholders.
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•
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Our stock ownership policy requires significant stock ownership by our executive officers and directors.
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•
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Our Incentive Compensation Recoupment Policy requires us to recover incentive-based compensation in the event we restate our financial statements due to material noncompliance.
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•
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Executive officers and directors are prohibited from pledging and hedging our common stock.
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•
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The Company does not provide excise tax gross-ups.
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•
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Size as measured by revenue – we generally targeted companies with revenue one-half to two times our annual revenue.
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•
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Size as measured by market capitalization – we generally targeted companies with market capitalization one-third to three times our market capitalization.
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•
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Similar-type businesses – we generally targeted companies that are multinational and engage in businesses with similar technology, products and markets.
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AVX Corporation
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Kemet Corporation
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Rogers Corporation
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CTS Corporation
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LCI Industries
|
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Standard Motor Products, Inc.
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Dorman Products, Inc.
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Littelfuse, Inc.
|
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Stoneridge, Inc.
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Franklin Electric Company, Inc.
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MTS Systems Corporation
|
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TTM Technologies, Inc.
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Gentherm Incorporated
|
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OSI Systems, Inc.
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Universal Electronics Inc.
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Component
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Purpose
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Salary
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Attract, retain and motivate highly-qualified executives.
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Annual Performance-Based Bonuses
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Provide a cash reward for contributing to the achievement of our short-term company objectives, and in certain cases, individual objectives.
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LTI Program Awards
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Focus the executive’s efforts on our long-term performance, encourage significant ownership of our common stock and assist in retention.
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Other Benefits and Perquisites
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Provide competitive levels of health and welfare protection and retirement and savings programs.
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Executive
|
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Target
Bonus |
| |
Performance Measures and Amounts Payable*
|
| |
Bonus Earned
|
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Donald W. Duda
|
| |
$782,800
|
| |
(1) Achieve consolidated pre-tax income of $149.4 million (threshold), $157.3 million (target) and $180.9 million (maximum), with $273,980, $547,960 and $1,095,920 payable at threshold, target and maximum, respectively. As of the end of the third quarter, the Company anticipated achieving approximately the target level of performance. Despite the significant cost cutting measures undertaken by the Company, the COVID-19 pandemic had a substantial impact on results and the Company achieved pre-tax
income below the threshold level of performance.
such new business and Mr. Duda earned $234,840.
|
| |
$234,840
|
|
|
Executive
|
| |
Target
Bonus |
| |
Performance Measures and Amounts Payable*
|
| |
Bonus Earned
|
|
|
Ronald L.G. Tsoumas
|
| |
$271,920
|
| |
(1) Achieve consolidated pre-tax income of $149.4 million (threshold), $157.3 million (target) and $180.9 million (maximum), with $95,172, $190,344 and $380,688 payable at threshold, target and maximum, respectively. As of the end of the third quarter, the Company anticipated achieving approximately the target level of performance. Despite the significant cost cutting measures undertaken by the Company, the COVID-19 pandemic had a substantial impact on results and the Company achieved pre-tax income below the threshold
level of performance.
performance.
achieved.
|
| |
$81,576
|
|
|
Joseph E. Khoury
|
| |
$345,000
|
| |
(1) Achieve consolidated pre-tax income of $149.4 million (threshold), $157.3 million (target) and $180.9 million (maximum), with $120,750, $241,500 and $483,000 payable at threshold, target and maximum, respectively. As of the end of the third quarter, the Company anticipated achieving approximately the target level of performance. Despite the significant cost cutting measures undertaken by the Company, the COVID-19 pandemic had a substantial impact on results and the Company achieved pre-tax income below the threshold
level of performance.
such new business and Mr. Khoury earned $103,500.
|
| |
$103,500
|
|
|
Executive
|
| |
Target
Bonus |
| |
Performance Measures and Amounts Payable*
|
| |
Bonus Earned
|
|
|
Michael Brotherton
|
| |
$231,132
|
| |
(1) Achieve consolidated pre-tax income of $149.4 million (threshold), $157.3 million (target) and $180.9 million (maximum), with $34,670, $69,340 and $138,679 payable at threshold, target and maximum, respectively. As of the end of the third quarter, the Company anticipated achieving approximately the target level of performance. Despite the significant cost cutting measures undertaken by the Company, the COVID-19 pandemic had a substantial impact on results and the Company achieved pre-tax income below the threshold
level of performance.
|
| |
$264,913
|
|
|
Anil Shetty
|
| |
$252,886
|
| |
(1) Achieve consolidated pre-tax income of $149.4 million (threshold), $157.3 million (target) and $180.9 million (maximum), with $37,933, $75,866 and $151,732 payable at threshold, target and maximum, respectively. As of the end of the third quarter, the Company anticipated achieving approximately the target level of performance. Despite the significant cost cutting measures undertaken by the Company, the COVID-19 pandemic had a substantial impact on results and the Company achieved pre-tax income below the threshold
level of performance.
|
| |
$0
|
|
*
|
Payouts are interpolated for performance falling between established performance objectives.
|
|
Executive
|
| |
Number of Shares
|
| |||
|
Target RSAs*
|
| |
RSUs
|
| |||
|
Donald W. Duda
|
| |
180,000
|
| |
120,000
|
|
|
Ronald L.G. Tsoumas
|
| |
33,000
|
| |
22,000
|
|
|
Joseph E. Khoury
|
| |
90,000
|
| |
60,000
|
|
|
Michael Brotherton
|
| |
36,000
|
| |
24,000
|
|
|
Anil Shetty
|
| |
36,000
|
| |
24,000
|
|
*
|
The number of shares earned will depend on performance and may be up to 150% of this number.
|
|
Performance Measure
|
| |
Fiscal 2020 EBITDA, As Adjusted
|
| |
Percentage of Target RSAs Earned*
|
|
|
Threshold Performance
|
| |
$198.9 million
|
| |
50%
|
|
|
Target Performance
|
| |
$221.0 million
|
| |
100%
|
|
|
Maximum Performance
|
| |
$243.1 million
|
| |
150%
|
|
*
|
Payouts are interpolated for performance falling between established performance measures.
|
|
Executive
|
| |
Earned RSAs(#)
|
| |
Dividend Equivalent
|
|
|
Donald W. Duda
|
| |
123,840
|
| |
$236,534
|
|
|
Ronald L.G. Tsoumas
|
| |
22,704
|
| |
$43,365
|
|
|
Joseph E. Khoury
|
| |
61,920
|
| |
$118,267
|
|
|
Michael Brotherton
|
| |
24,768
|
| |
$47,307
|
|
|
Anil Shetty
|
| |
24,768
|
| |
$47,307
|
|
|
Title
|
| |
Guideline
|
|
|
Chief Executive Officer
|
| |
Six times salary
|
|
|
Chief Operating Officer
|
| |
Three times salary
|
|
|
Other Executive Officers
|
| |
Two times salary
|
|
|
Non-Employee Directors
|
| |
Five times annual retainer
|
|
|
| |
COMPENSATION COMMITTEE
|
|
| |
Darren M. Dawson (Chair)
|
|
| |
Walter J. Aspatore
|
|
| |
Bruce K. Crowther
|
|
Name and
Principal Position |
| |
Fiscal
Year |
| |
Salary
($) |
| |
Stock Awards
($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||
|
RSAs(2)
|
| |
RSUs(3)
|
| ||||||||||||||||||
|
Donald W. Duda
President and Chief Executive Officer |
| |
2020
|
| |
851,107(6)
|
| |
—
|
| |
—
|
| |
234,840
|
| |
429,171
|
| |
1,515,118
|
|
|
2019
|
| |
759,719
|
| |
—
|
| |
—
|
| |
455,832
|
| |
174,027
|
| |
1,389,578
|
| |||
|
2018
|
| |
736,476
|
| |
—
|
| |
—
|
| |
660,991
|
| |
148,159
|
| |
1,545,626
|
| |||
|
2017
|
| |
716,108
|
| |
—
|
| |
—
|
| |
955,541
|
| |
138,169
|
| |
1,809,818
|
| |||
|
2016
|
| |
695,588
|
| |
6,080,400
|
| |
4,053,600
|
| |
572,102
|
| |
311,114
|
| |
11,712,804
|
| |||
|
Ronald L.G. Tsoumas,
Chief Financial Officer |
| |
2020
|
| |
467,504(6)
|
| |
—
|
| |
—
|
| |
81,576
|
| |
80,978
|
| |
630,058
|
|
|
2019
|
| |
420,749
|
| |
—
|
| |
—
|
| |
39,600
|
| |
28,682
|
| |
489,031
|
| |||
|
2018
|
| |
245,942
|
| |
—
|
| |
—
|
| |
155,532
|
| |
30,174
|
| |
431,648
|
| |||
|
2017
|
| |
238,703
|
| |
—
|
| |
—
|
| |
210,425
|
| |
27,017
|
| |
476,145
|
| |||
|
2016
|
| |
231,880
|
| |
1,114,740
|
| |
743,160
|
| |
129,628
|
| |
21,976
|
| |
2,241,384
|
| |||
|
Joseph E. Khoury
Chief Operating Officer(7) |
| |
2020
|
| |
460,005(6)
|
| |
—
|
| |
—
|
| |
103,500
|
| |
148,249
|
| |
711,754
|
|
|
2019
|
| |
446,607
|
| |
—
|
| |
—
|
| |
176,854
|
| |
22,062
|
| |
645,523
|
| |||
|
2018
|
| |
400,025
|
| |
—
|
| |
—
|
| |
280,340
|
| |
15,682
|
| |
696,047
|
| |||
|
2017
|
| |
362,518
|
| |
—
|
| |
—
|
| |
320,261
|
| |
14,482
|
| |
697,261
|
| |||
|
2016
|
| |
359,600
|
| |
3,040,200
|
| |
2,026,800
|
| |
184,127
|
| |
90,221
|
| |
5,700,948
|
| |||
|
Michael Brotherton
Former Vice President and Former President of Grakon(8) |
| |
2020
|
| |
386,410(6)
|
| |
—
|
| |
—
|
| |
264,913
|
| |
371,702
|
| |
1,023,025
|
|
|
2019
|
| |
309,996
|
| |
—
|
| |
—
|
| |
184,640
|
| |
167,549
|
| |
662,185
|
| |||
|
Anil Shetty
Vice President and President Dabir Surfaces(8) |
| |
2020
|
| |
430,413(6)
|
| |
—
|
| |
—
|
| |
0
|
| |
221,781
|
| |
652,194
|
|
|
2019
|
| |
372,000
|
| |
—
|
| |
—
|
| |
110,484
|
| |
170,014
|
| |
652,498
|
|
(1)
|
Reflects the fair value at the date of grant. The value is calculated in accordance with Accounting Standards Codification Topic 718, Stock Compensation (“ASC 718”). Details of the assumptions used in valuing the awards are set forth in the footnotes to our audited financial statements included in our Annual Report on Form 10-K for such fiscal year.
|
(2)
|
These performance-based RSAs were eligible for vesting based on fiscal 2020 EBITDA, as adjusted, relative to established goals for threshold, target and maximum performance. At the time of the grants, we deemed achievement of target performance probable, and therefore the grant date fair values reflected above were calculated on that basis. If, instead, the RSA amounts had been calculated assuming the Company would achieve maximum performance, the grant date fair values for these RSAs would have been as follows: Mr. Duda, $9,120,600; Mr. Tsoumas $1,672,110; and Mr. Khoury, $4,560,300. Additional details regarding these awards, including the performance level achieved and the number of vested RSAs, are set forth in “Compensation Discussion and Analysis-Fiscal 2016 to 2020 Long-Term Incentive Program.”
|
(3)
|
These RSUs were subject to vesting based on continued service, with 30% vested at the end of fiscal 2018 and fiscal 2019 and 40% vested at the end of fiscal 2020. For Messrs. Duda, Tsoumas and Khoury, the RSUs are not eligible to be converted into common stock until a change of control or the executive officer leaves the Company. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis-Fiscal 2016 to 2020 Long-Term Incentive Program.”
|
(4)
|
Amounts reflect annual performance-based cash bonuses. Additional details regarding these bonus awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2020 Compensation – Annual Performance-Based Bonuses.”
|
(5)
|
Amounts included in All Other Compensation reflect the following for fiscal 2020:
|
|
Executive
|
| |
Vested
RSU Dividend Equivalents ($) |
| |
Vested RSA
Dividend Equivalents ($) |
| |
401(k)
Contribution ($) |
| |
Life
Insurance ($) |
| |
Car
Allowance ($) |
| |
Executive
Physical ($) |
|
|
Mr. Duda
|
| |
161,504
|
| |
236,534
|
| |
8,650
|
| |
2,262
|
| |
9,600
|
| |
10,621
|
|
|
Mr. Tsoumas
|
| |
14,608
|
| |
43,365
|
| |
8,650
|
| |
1,254
|
| |
6,000
|
| |
7,101
|
|
|
Mr. Khoury
|
| |
29,040
|
| |
118,267
|
| |
0
|
| |
0
|
| |
0
|
| |
942
|
|
|
Mr. Brotherton
|
| |
0
|
| |
47,307
|
| |
8,650
|
| |
108
|
| |
9,900
|
| |
0
|
|
|
Mr. Shetty
|
| |
0
|
| |
47,307
|
| |
8,650
|
| |
712
|
| |
10,800
|
| |
4,312
|
|
(6)
|
For fiscal 2020, the initial annual salaries for our named executive officers were as follows: Mr. Duda, $782,800; Mr. Tsoumas, $412,000, Mr. Khoury, $446,608, Mr. Brotherton, $350,200; and Mr. Shetty, $383,160. The amounts in the table above reflect a period of 53 weeks, include payments for accrued vacation, and, effective as of April 5, 2020, a 20% base salary reduction in connection with the Company’s cost-cutting measures related to the COVID-19 pandemic.
|
(7)
|
Mr. Khoury is a Lebanese resident and we paid Mr. Khoury’s cash compensation in Euros. For purposes of the Summary Compensation Table, this cash compensation was converted from Euros to U.S. Dollars using the average exchange rate of 1.1085 for fiscal 2016, 1.0926 for fiscal 2017, 1.1805 for fiscal 2018, 1.1498 for fiscal 2019 and 1.1083 for fiscal 2020.
|
(8)
|
Messrs. Brotherton and Shetty were appointed executive officers in September 2018. In June 2020, Mr. Brotherton ceased to be employed by the Company.
|
|
|
| |
|
| |
Estimated Future Payouts Under
Non-Equity Incentive Plan Awards(1) |
| ||||||
|
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
|
|
Donald W. Duda
|
| |
7/16/2019
|
| |
391,400
|
| |
782,800
|
| |
1,565,600
|
|
|
Ronald L.G. Tsoumas
|
| |
7/16/2019
|
| |
156,354
|
| |
271,920
|
| |
543,840
|
|
|
Joseph E. Khoury
|
| |
7/16/2019
|
| |
172,500
|
| |
345,000
|
| |
690,000
|
|
|
Michael Brotherton
|
| |
7/16/2019
|
| |
115,566
|
| |
231,132
|
| |
462,264
|
|
|
Anil Shetty
|
| |
7/16/2019
|
| |
126,443
|
| |
252,886
|
| |
505,772
|
|
(1)
|
Reflects annual performance-based cash bonus awards pursuant to the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “2014 Plan”). The executive officers’ bonus amounts are based on achieving certain performance measures. For purposes of this table, for any award components that include only one level of performance, we have included such amount in the threshold, target and maximum column. Amounts earned in fiscal 2020 by the executive officers under this award are reported in “Compensation Discussion and Analysis” and in the column titled “Non-Equity Incentive Plan Compensation-Annual Bonus” in the “Summary Compensation Table.” Additional details regarding these awards, including the relevant performance measures, are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2020 Compensation – Annual Performance-Based Bonuses.”
|
|
Name and
Principal Position |
| |
Fiscal
Year |
| |
Salary
($) |
| |
Annualized Value of
Stock Awards ($)(1) |
| |
Non-Equity
Incentive Plan Compensation ($)(4) |
| |
All Other
Compensation ($)(5) |
| |
Total
($) |
| |||
|
RSAs(2)
|
| |
RSUs(3)
|
| ||||||||||||||||||
|
Donald W. Duda
President and Chief Executive Officer |
| |
2020
|
| |
851,107(6)
|
| |
1,216,080
|
| |
810,720
|
| |
234,840
|
| |
429,171
|
| |
3,541,918
|
|
|
2019
|
| |
759,719
|
| |
1,216,080
|
| |
810,720
|
| |
455,832
|
| |
174,027
|
| |
3,416,378
|
| |||
|
2018
|
| |
736,476
|
| |
1,216,080
|
| |
810,720
|
| |
660,991
|
| |
148,159
|
| |
3,572,426
|
| |||
|
2017
|
| |
716,108
|
| |
1,216,080
|
| |
810,720
|
| |
948,700
|
| |
138,169
|
| |
3,829,777
|
| |||
|
2016
|
| |
695,598
|
| |
1,216,080
|
| |
810,720
|
| |
572,102
|
| |
311,114
|
| |
3,605,614
|
| |||
|
Ronald L.G. Tsoumas
Chief Financial Officer |
| |
2020
|
| |
467,504(6)
|
| |
222,948
|
| |
148,632
|
| |
81,576
|
| |
80,978
|
| |
1,001,638
|
|
|
2019
|
| |
420,749
|
| |
222,948
|
| |
148,632
|
| |
39,600
|
| |
28,682
|
| |
860,611
|
| |||
|
2018
|
| |
245,942
|
| |
222,948
|
| |
148,632
|
| |
155,532
|
| |
30,174
|
| |
803,228
|
| |||
|
2017
|
| |
238,703
|
| |
222,948
|
| |
148,632
|
| |
210,425
|
| |
27,017
|
| |
847,725
|
| |||
|
2016
|
| |
231,880
|
| |
222,948
|
| |
148,632
|
| |
129,628
|
| |
21,976
|
| |
755,064
|
| |||
|
Joseph E. Khoury
Chief Operating Officer(7) |
| |
2020
|
| |
460,005(6)
|
| |
608,040
|
| |
405,360
|
| |
103,500
|
| |
148,249
|
| |
1,725,154
|
|
|
2019
|
| |
446,607
|
| |
608,040
|
| |
405,360
|
| |
176,854
|
| |
22,062
|
| |
1,658,923
|
| |||
|
2018
|
| |
400,025
|
| |
608,040
|
| |
405,360
|
| |
280,340
|
| |
15,682
|
| |
1,717,170
|
| |||
|
2017
|
| |
362,518
|
| |
608,040
|
| |
405,360
|
| |
320,261
|
| |
14,482
|
| |
1,710,661
|
| |||
|
2016
|
| |
359,600
|
| |
608,040
|
| |
405,360
|
| |
184,127
|
| |
90,221
|
| |
1,647,348
|
| |||
|
Michael Brotherton
Former Vice President and Former President of Grakon(8) |
| |
2020
|
| |
386,410(6)
|
| |
243,216
|
| |
162,144
|
| |
264,913
|
| |
371,702
|
| |
1,428,385
|
|
|
2019
|
| |
309,996
|
| |
243,216
|
| |
162,144
|
| |
184,640
|
| |
167,549
|
| |
1,067,545
|
| |||
|
Anil Shetty
Vice President and President Dabir Surfaces(8) |
| |
2020
|
| |
430,413(6)
|
| |
243,216
|
| |
162,144
|
| |
0
|
| |
221,781
|
| |
1,057,554
|
|
|
2019
|
| |
372,000
|
| |
243,216
|
| |
162,144
|
| |
110,484
|
| |
170,014
|
| |
1,057,858
|
|
(1)
|
Reflects the annualized fair value at the date of grant. See footnotes (1), (2) and (3) of the Summary Compensation Table for additional information.
|
(2)
|
These performance-based RSAs were eligible for vesting based on fiscal 2020 EBITDA, as adjusted, relative to established goals for threshold, target and maximum performance. The grant date fair values reflected above were calculated assuming the achievement of the target level of performance. Additional details regarding these awards, including the performance level achieved and the number of vested RSAs, are set forth in “Compensation Discussion and Analysis-Fiscal 2016 to 2020 Long-Term Incentive Program.”
|
(3)
|
These RSUs were subject to vesting based on continued service, with 30% vested at the end of fiscal 2018 and fiscal 2019 and 40% vested at the end of fiscal 2020. For Messrs. Duda, Tsoumas and Khoury, the RSUs are not eligible to be converted into common stock until a change of control or the executive officer leaves Methode. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis-Fiscal 2016 to 2020 Long-Term Incentive Program.”
|
(4)
|
Amounts reflect annual performance-based cash bonuses. Additional details regarding these bonus awards are set forth in “Compensation Discussion and Analysis – Components of Fiscal 2020 Compensation – Annual Performance-Based Bonuses.”
|
(5)
|
See footnote (5) of the Summary Compensation Table for information regarding the amounts included in All Other Compensation.
|
(6)
|
Reflects a period of 53 weeks and, effective as of March 30, 2020, a 20% base salary reduction in connection with the Company’s cost-cutting measures related to the COVID-19 pandemic.
|
(7)
|
Mr. Khoury is a Lebanese resident and we paid Mr. Khoury’s cash compensation in Euros. For purposes of the Alternative Summary Compensation Table, this cash compensation was converted from Euros to U.S. Dollars. See footnote (7) of the Summary Compensation Table for information regarding the exchange rates.
|
(8)
|
Messrs. Brotherton and Shetty were appointed executive officers in September 2018.
|
|
Name
|
| |
Option Awards
|
| |||||||||
|
Number of Securities Underlying
Unexercised Options (#) Exercisable(1) |
| |
Number of Securities
Underlying Unexercised Options (#) Unexercisable |
| |
Option
Exercise Price ($) |
| |
Option
Expiration Date |
| |||
|
Donald W. Duda
|
| |
40,000
|
| |
—
|
| |
37.01
|
| |
7/7/2024
|
|
|
Ronald L.G. Tsoumas
|
| |
8,000
|
| |
—
|
| |
37.01
|
| |
7/7/2024
|
|
|
Joseph E. Khoury
|
| |
12,000
|
| |
—
|
| |
37.01
|
| |
7/7/2024
|
|
|
Michael Brotherton
|
| |
1,668
|
| |
—
|
| |
37.01
|
| |
7/7/2024
|
|
|
Anil Shetty
|
| |
5,000
|
| |
—
|
| |
37.01
|
| |
7/7/2024
|
|
(1)
|
These options were granted in July 2014. One-third of these options vested on each of the first, second and third anniversaries of the grant date.
|
|
Name
|
| |
Stock Awards
|
| |||
|
Number of Shares Acquired on Vesting
(#)(1) |
| |
Value Realized on Vesting
($)(2) |
| |||
|
Donald W. Duda
|
| |
171,840
|
| |
4,902,595
|
|
|
Ronald L.G. Tsoumas
|
| |
31,504
|
| |
898,809
|
|
|
Joseph E. Khoury
|
| |
85,920
|
| |
2,451,298
|
|
|
Michael Brotherton
|
| |
34,368
|
| |
980,519
|
|
|
Anil Shetty
|
| |
34,368
|
| |
980,519
|
|
(1)
|
Includes performance-based RSAs and RSUs awarded under our 2020 Long-Term Incentive Program. The RSUs vested over a five-year period, becoming 100% vested on May 2, 2020. For Messrs. Duda, Tsoumas and Khoury, the RSUs are not eligible to be converted into common stock until a change of control or the executive leaves the Company. The RSAs vested as of May 2, 2020 upon the achievement of certain financial objectives. Additional details regarding these awards are set forth in “Compensation Discussion and Analysis-Fiscal 2016 to 2020 Long-Term Incentive Program.”
|
(2)
|
Calculated based on the closing price of Methode’s common stock on May 1, 2020 of $28.53 per share.
|
|
Name
|
| |
Executive
Contributions in Last Fiscal Year ($)(1) |
| |
Registrant
Contributions in Last Fiscal Year ($) |
| |
Aggregate
Earnings in Last Fiscal Year ($) |
| |
Aggregate
Withdrawals/ Distributions ($)(2) |
| |
Aggregate Balance
at Last Fiscal Year- End ($) |
|
|
Donald W. Duda
|
| |
0
|
| |
0
|
| |
518
|
| |
0
|
| |
32,488
|
|
|
Ronald L.G. Tsoumas
|
| |
50,026
|
| |
0
|
| |
21,699
|
| |
44,947
|
| |
1,189,062
|
|
|
Joseph E. Khoury
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
| |
0
|
|
|
Michael Brotherton
|
| |
393
|
| |
0
|
| |
421
|
| |
36,182
|
| |
50,036
|
|
|
Anil Shetty
|
| |
162,484
|
| |
0
|
| |
(16,596)
|
| |
0
|
| |
162,531
|
|
(1)
|
All executive contributions were reported as compensation in the “Summary Compensation Table” under the “Salary” and/or “Non-Equity Incentive Plan Compensation” columns, depending on the source of the executive contribution.
|
(2)
|
Reflects distributions in accordance with the terms of each executive’s deferral election.
|
•
|
a lump sum payment in an amount equal to a multiple of the executive’s base salary (three times for Mr. Duda and two times for our other named executive officers);
|
•
|
a lump sum payment equal to a multiple (three times for Mr. Duda and two times for our other named executive officers) of the lesser of: (a) the executive’s target bonus amount for the fiscal year in which the termination occurs, or (b) the bonus the executive earned in the prior fiscal year; and
|
•
|
continued participation in our welfare benefit plans for three years for Mr. Duda and two years for our other named executive officers, or until the executive becomes covered under other welfare benefit plans providing substantially similar benefits.
|
|
Termination Scenario
|
| ||||||
|
Change of Control
|
| |
Death or Disability
|
| |
Qualified Retirement
|
|
|
If the successor company does not assume the award, or if the successor company assumes the award and the executive is terminated without cause or resigns for good reason prior to payment, the executive will be entitled to the bonus payable assuming achievement of the target level of performance.
|
| |
Entitled to the bonus payable assuming achievement of the target level of performance.
|
| |
Eligible to earn a prorated bonus based on the number of months elapsed since the start of the fiscal year and the actual performance achieved as of the end of such fiscal year.
|
|
|
Name
|
| |
Termination Scenario
(on 5/2/2020) |
| |
Salary and
Bonus Severance ($) |
| |
Payment of
Annual Performance- Based Bonus ($) |
| |
Health and Welfare Benefits
($)(1) |
|
|
Donald W. Duda
|
| |
Upon Change of Control(2)
|
| |
—
|
| |
782,800
|
| |
—
|
|
|
Resignation for Good Reason/Termination Without Cause Following Change of Control(3)
|
| |
3,715,896
|
| |
—
|
| |
80,577
|
| |||
|
Death or Disability
|
| |
—
|
| |
782,800
|
| |
—
|
| |||
|
Qualified Retirement
|
| |
—
|
| |
234,840
|
| |
—
|
| |||
|
Ronald L.G. Tsoumas
|
| |
Upon Change of Control(2)
|
| |
—
|
| |
271,920
|
| |
—
|
|
|
Resignation for Good Reason/Termination Without Cause Following Change of Control(3)
|
| |
903,200
|
| |
—
|
| |
33,701
|
| |||
|
Death or Disability
|
| |
—
|
| |
271,920
|
| |
—
|
| |||
|
Qualified Retirement
|
| |
—
|
| |
81,576
|
| |
—
|
| |||
|
Joseph E. Khoury
|
| |
Upon Change of Control(2)
|
| |
—
|
| |
345,000
|
| |
—
|
|
|
Resignation for Good Reason/ Termination Without Cause Following Change of Control(3)
|
| |
1,273,718
|
| |
—
|
| |
0
|
| |||
|
Death or Disability
|
| |
—
|
| |
345,000
|
| |
—
|
| |||
|
Qualified Retirement
|
| |
—
|
| |
103,500
|
| |
—
|
| |||
|
Michael Brotherton
|
| |
Upon Change of Control(2)
|
| |
—
|
| |
231,132
|
| |
—
|
|
|
Resignation for Good Reason/ Termination Without Cause Following Change of Control(3)
|
| |
969,680
|
| |
—
|
| |
53,267
|
| |||
|
Death or Disability
|
| |
—
|
| |
231,132
|
| |
—
|
| |||
|
Qualified Retirement
|
| |
—
|
| |
264,913
|
| |
—
|
| |||
|
Anil Shetty
|
| |
Upon Change of Control(2)
|
| |
—
|
| |
252,886
|
| |
—
|
|
|
Resignation for Good Reason/ Termination Without Cause Following Change of Control(3)
|
| |
987,288
|
| |
—
|
| |
49,832
|
| |||
|
Death, Disability
|
| |
—
|
| |
252,886
|
| |
—
|
| |||
|
Qualified Retirement
|
| |
—
|
| |
0
|
| |
—
|
|
(1)
|
Reflects the estimated lump-sum present value of all future premiums which will be paid on behalf of the executive under our health and welfare benefit plans.
|
(2)
|
Includes amounts payable where the successor company assumed an award and then terminated an executive without cause or the executive resigned with good reason (i.e., “double trigger”).
|
(3)
|
These amounts are in addition to amounts payable under the preceding row “Upon Change of Control.”
|
|
| |
By Order of the Board of Directors,
|
|
| |
|
|
| |
Walter J. Aspatore
|
|
| |
Chairman
|
1 Year Methode Electronics Chart |
1 Month Methode Electronics Chart |
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