The 2022 Annual Meeting of Stockholders of Methode Electronics, Inc. (“Methode” or the “Company”) will be held on ‎Wednesday, September 14, 2022, at 11:00 a.m., Central Daylight Time‎. The 2022 Annual Meeting will be a virtual meeting conducted via live webcast. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live webcast of the meeting by visiting www.virtualshareholdermeeting.com/MEI2022 and entering the 16-digit control number included in the Notice of Internet Availability of Proxy Materials, on your proxy card or in the instructions that accompanied your proxy materials.

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

Only stockholders of record at the close of business on July 18, 2022, the record date, are entitled to notice of and to vote at the Annual Meeting.

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

This proxy statement is being furnished by and on behalf of the Board of Directors of Methode Electronics, Inc. (“Methode” or the “Company”), in connection with the solicitation of proxies to be voted at the 2022 Annual Meeting of Stockholders (the “Annual Meeting”). The 2022 Annual Meeting will be a virtual meeting conducted via live webcast.‎

We are furnishing the proxy materials for the Annual Meeting electronically using the internet through the mailing to our stockholders of a Notice of Internet Availability of Proxy Materials (the “Notice and Access Card”). The Notice and Access Card was mailed to stockholders of record on July 26, 2022. Please visit the website www.proxyvote.com to view electronic versions of this proxy statement and our 2022 Annual Report on Form 10-K, and to request electronic delivery of future proxy materials.

The Annual Meeting will be held at ‎11:00 a.m., Central Daylight Time‎, on Wednesday, September 14, 2022‎. The Annual Meeting will be a virtual meeting via live webcast on the internet.

Holders of record of our common stock as of the close of business on July 18, 2022‎, the record date, are the only stockholders who are entitled to vote at, and participate in, the Annual Meeting. On that date‎, there were 36,748,610 shares of Methode common stock outstanding.

The Annual Meeting will be held entirely online. You will be able to attend the Annual Meeting as well as vote and submit your questions during the live ‎webcast of ‎the meeting by visiting www.virtualshareholdermeeting.com/MEI2022 and entering the 16-digit control number included in the ‎Notice and ‎Access Card, on your proxy card or in the instructions that accompanied your ‎proxy materials.

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

To vote your shares without attending the Annual Meeting, please follow the instructions for internet or telephone voting on the Notice and Access Card. You will need the 16-digit control number included on your Notice and Access Card to authorize a proxy ‎‎to vote your shares via the internet or by telephone. You can authorize a proxy to vote your shares at any time prior to 10:59 p.m., Central Daylight Time, on September 13, 2022, the day before the Annual ‎Meeting.‎ ‎‎If you request printed copies of the proxy materials by mail, you may also vote by signing your proxy card and returning it by mail.‎

If your shares are held in a brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “street name.” The Notice and Access Card or proxy materials, if you elected to receive a hard copy, has been forwarded to you by your broker, bank or other holder of record who is considered, with respect to those shares, the stockholder of record. As the beneficial owner, you have the right to direct your broker, bank or other holder of record on how to vote your shares by following their instructions for voting.

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

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

The Board of Directors recommends that you vote “FOR” each of Methode’s nominees for director (Proposal 1), ‎‎“FOR” the approval of the 2022 Incentive Plan (Proposal 2), “FOR” the ratification of EY as our independent registered public accounting firm ‎(Proposal 3) ‎and “FOR” the Say-on-Pay Proposal ‎(Proposal 4).‎

If you submit a proxy without indicating your vote on any matter, the designated proxies will vote in favor of all four proposals.‎

On each proposal, stockholders may vote (1) ‎‎“for,” (2) “against,” or (3) “abstain” from voting. The affirmative vote of a majority of the voting power present in person or represented by proxy ‎at the Annual Meeting is required to approve each proposal. Broker non-votes will not be counted for purposes of determining the number of votes present in person or represented by ‎proxy with respect to the election of directors ‎(Proposal 1), the approval of the 2022 Incentive Plan (Proposal 2)‎ and the Say-on-Pay Proposal ‎(Proposal 4)‎. Abstentions will be considered as present but will not be considered as votes in favor of any ‎proposal. Consequently, abstentions have the effect of voting against all proposals, while broker non-votes have no effect as to voting for or against Proposal 1, Proposal 2 or Proposal 4.‎

A “broker non-vote” occurs when a nominee holding shares for a beneficial owner does not vote on a proposal because the nominee has not received instructions from the beneficial owner‎ and does not have discretionary voting power. Under the rules of the New York Stock Exchange (the “NYSE”), brokerage firms have the authority to cast votes on certain “routine” matters if they do not receive instructions from their customers. The auditor ratification proposal (Proposal 3) is considered a “routine” matter and your shares may be voted on such proposal if they are held in the name of a ‎brokerage firm even if you do not provide voting instructions.‎ The other proposals being considered and voted on at the Annual Meeting are “non-routine” matters for which brokers may not vote absent voting instructions from the beneficial owner.

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

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

Yes. You may revoke your proxy by notifying our Corporate Secretary in writing that you wish to revoke your proxy at ‎the following address: Methode Electronics, Inc., 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois ‎‎60631. You may also revoke your proxy by submitting a later dated and properly ‎executed proxy (including by means of the telephone or internet) or by voting at the Annual Meeting. New paper proxy cards should be sent to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY ‎‎11717.‎ Your attendance at the virtual Annual Meeting will not, by itself, revoke a proxy previously authorized by you. We will honor the proxy card or authorization with the latest date.

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

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

Methode will pay for this proxy solicitation. Our directors, officers or other regular employees may solicit proxies by telephone, by e-mail or in person. No additional compensation will be paid to directors, officers and other regular employees for such services. We have retained the services of Alliance Advisors, LLC (“Alliance”) to serve as our proxy solicitor in connection with the Annual Meeting. Alliance may assist us in soliciting proxies by telephone, email and by other means, and we expect to pay Alliance a fee of $20,000, plus reasonable expenses.

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

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

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

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

The following chart sets forth the membership, principal functions and number of meetings held in fiscal 2022 for each of our Board Committees.

If applicable, our Audit Committee reviews related party transactions and potential conflict of interest situations in accordance with the Audit Committee Charter and our Code of Business Conduct. We do not have a separate written policy regarding related party transactions and potential conflict of interest situations. Our Code of Business Conduct states that conflicts of interest are prohibited, except as approved by our Board of Directors. In reviewing any such transaction, our Audit Committee and Board of Directors would consider the rationale for entering into the transaction, alternatives to the transaction, whether the transaction is on terms at least as fair to Methode as would be the case were the transaction entered into with a third party and other relevant factors. During fiscal 2022, there were no related party transactions and no such transactions are currently proposed.

During fiscal 2022, our Board of Directors held five meetings, and no director attended less than 75% of the aggregate of the total number of meetings of our Board and the total number of meetings held by the respective committees on which he or she served. Under our Corporate Governance Guidelines, our directors are expected to attend Board and stockholder meetings and meetings of committees on which they serve. Our directors are expected to meet as frequently as necessary to properly discharge their responsibilities.

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

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

The Board of Directors has determined that having an independent director serve as Chairman of the Board is in the best interests of our stockholders‎. This structure provides for a greater role for the independent directors in the oversight of Methode and active participation of the independent directors in setting agendas and establishing priorities and procedures for the work of the Board.

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

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

Our Board of Directors and executive team are dedicated to managing our cybersecurity risks. Our Chief Information Officer provides cybersecurity reports to our Audit Committee each quarter and to the full Board at least annually. These reports outline our cybersecurity risks and mitigation activities, the effectiveness of our security measures and other related matters. We have structured our information security program to align with the framework of the National Institute of Standards and Technology (NIST), 800-171. Our information security program is independently assessed by a third party as part of the Company’s ERM program. The conclusions of such third-party assessment are discussed with our Audit Committee and the Board. We provide security awareness training to employees to raise awareness of typical security risks as well as new and evolving risks to our Company.

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

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

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

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

The Committee will also consider suggestions from our stockholders. Stockholders may recommend candidates at any time, but the Committee requires recommendations for election at our Annual Meeting to be submitted to the Committee no later than 120 days before the first anniversary of the date of the proxy statement from the previous year’s Annual Meeting. The written notice must include (i) the name, age, address and principal occupation or employment of the proposed nominee, (ii) the number of shares of our common stock owned by such nominee, (iii) a statement that the nominee is willing to be nominated, and (iv) any other information required in a proxy statement under the SEC’s rules. Recommendations must be sent to the Nominating and Governance Committee, Methode Electronics, Inc., 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois 60631. Any recommendations from stockholders will be evaluated in the same manner that potential nominees suggested by directors or Company contacts are evaluated. Information regarding the requirements to nominate a director at our 2023 Annual Meeting is set forth below under “Other Information -- Stockholder Proposals and Director Nominations.”

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

The Company is committed to being a responsible steward to the environment, its employees, and the communities in which it operates and conducting its operations in an ethical manner with honesty and integrity. The Nominating and Governance Committee oversees our Environmental, Social and Governance (ESG) program. In fiscal 2022, we conducted our first materiality assessment to identify the environmental and social issues most important to our internal and external stakeholders. As we move forward on our ESG journey, we intend to focus on the areas that are most important to our business and our stakeholders and where we can have the greatest impact.

Environmental. The Company practices responsible environmental management to protect its employees, customers, communities, and the environment. We have a process in place to monitor the environmental practices at our global facilities via periodic external auditing. Additionally, we are dedicated to pursuing environmental and socially sustainable practices through initiatives such as utilizing reusable shipping containers, material recycling and reuse, and vertically integrated manufacturing to reduce logistics. We are attentive to climate change concerns and several of our new business development efforts are focused on electric and hybrid vehicles and LED lighting solutions. In fiscal 2022, electric and hybrid vehicle applications comprised approximately 17% of our net sales.

The Company adheres to the latest standards in our industries for quality, environmental and manufacturing processes. Many of our manufacturing facilities are certified to the ISO 14001 environmental management standard. Additionally, the Company was awarded the Supplier Quality Excellence Award by General Motors in 2020 and the Quality Award by Vitesco Technologies in 2021.

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

Diversity and Inclusion. As highlighted in our Diversity & Inclusion Statement, we believe that diversity and inclusion are business imperatives that will enable us to build and empower our future workforce. We strive to maintain a diverse and inclusive workforce that reflects our global customer base and the communities that we serve. We also strive for diversity in leadership, which has the power to drive innovation and to encompass a wide variety of perspectives in company decision-making. We have three female directors, including one who is racially/ethnically diverse, one female executive officer and one racially/ethnically diverse executive officer.

Values and Ethics. Our corporate culture is committed to doing business with integrity, teamwork, and performance excellence. Our core values include innovation, continuous improvement and passion. All of our salaried employees and directors are required to review and certify our Code of Business Conduct and Anti-Corruption Policy each year. Our Code of Business Conduct and Anti-Corruption Policy address topics such as anti-corruption, discrimination, human rights, anti-slavery, trade, harassment, privacy, appropriate use

of company assets, protecting confidential information, and reporting violations anonymously. In addition, our U.S. employees participate in annual training on preventing, identifying, reporting, and stopping any type of unlawful discrimination or other unethical actions and we offer an employee hotline for reporting violations.

Health and Safety. The success of our business is fundamentally connected to the well-being of our employees. We maintain a work environment with a safety culture grounded on the premise of eliminating workplace incidents, risks, and hazards. We have practices in place to help eliminate safety events and reduce their frequency and severity, and our employees are regularly trained on safety-related topics. We have a process in place to monitor our safety practices at our global facilities via periodic external auditing. Additionally, we offer the Vitality Wellness Program to our full-time U.S. employees and their spouses. This program provides individualized health-enhancement plans, including online support programs for mental and behavioral health.

In the face of an everchanging global landscape, we consistently adapt our operations to prioritize employee safety. Since the onset of the COVID-19 pandemic, our management team has prioritized the health and safety of our employees and their families. The Company adopted numerous safety procedures at our 32 global facilities, including hygiene and disinfection protocols, testing and contact tracing, social distancing and wearing personal protective equipment (PPE). The Company implemented the sharing of best practices at its global facilities, resulting in effective and standardized safety guidelines and procedures.

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

Governance. We are committed to maintaining high standards of corporate governance in order to serve the long-term interests of Methode and our stockholders. Our corporate governance policies promote transparency, accountability and engagement, and include our Code of Business Conduct, Corporate Governance Guidelines and Anti-Corruption Policy. As highlighted above, we have strong corporate governance practices, including engaged independent directors and committee members, an independent Chairman of the Board and annual board and committee evaluations. Additionally, our Board is responsible for overall risk oversight of the Company, which includes certain environmental, social, supply chain, cybersecurity and other governance matters.

The Annual Meeting provides an opportunity each year for stockholders to ask questions of, or otherwise communicate directly with, members of our Board of Directors on appropriate matters. All our directors attended the 2021 Annual Meeting. We anticipate that all our directors will attend the 2022 Annual Meeting.

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

We believe that effective corporate governance should include engagement with our stockholders through investor conferences, non-deal roadshows, meetings and phone calls. We believe that regular engagement with our stockholders helps us to better understand stockholders’ views on a variety of topics, including our corporate governance and executive compensation practices. With the ongoing COVID-19 pandemic, our stockholder engagement efforts have been conducted using virtual forums.

In fiscal 2022, we engaged with stockholders on a variety of subjects, including compensation matters, governance issues, and environmental and social matters. During our engagements with stockholders, a few common areas of focus emerged, including the following:

Our senior executives and the Chair of our Compensation Committee provided feedback on these meetings and areas of stockholder focus to the full Board and the appropriate Board committee. For additional details on our stockholder engagement relating to executive compensation plan design and elements, see the Compensation Discussion and Analysis section below under the caption “Say-on-Pay Vote and Stockholder Engagement on Compensation Matters”.

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

If we make any substantive amendments to the Code of Business Conduct or grant any waiver, including any implicit waiver, from a provision of the Code of Business Conduct to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions, we will disclose the nature of such amendment or waiver on our website or in a report on Form 8-K in accordance with applicable rules and regulations.

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

Directors. All directors are expected to own stock with a value equal to at least five times the annual cash retainer paid to Methode directors, subject to a five-year phase-in period for new directors. All our directors were in compliance with our stock ownership guidelines for fiscal 2022, subject to the phase-in-period.‎

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

Vested and unvested restricted stock units are included in the calculation of stock ownership for purposes of these guidelines. Executive officers are expected to achieve fifty percent (50%) of the guideline stock ownership level within three years of promotion or appointment and one hundred percent (100%) within five years. All our executive officers were in compliance with our stock ownership guidelines for fiscal 2022, subject to the phase-in-period for new appointments and promotions.

Our Insider Trading Policy prohibits our directors, executive officers and certain key employees from engaging in certain transactions involving our common stock, including options trading, short sales, derivative transactions and hedging transactions. In addition, these directors, executive officers and key employees are prohibited from holding our common stock in a margin account or otherwise pledging our common stock as collateral for a loan.

In the event we are required to restate our financial statements due to material noncompliance, our Incentive Compensation Recoupment Policy requires us to recover from our current or former executive officers certain amounts of incentive-based compensation paid within the prior three years that were erroneously paid.

We use a combination of cash and common stock to compensate our non-employee directors. For fiscal 2022, our non-employee directors received an annual cash retainer, meeting fees and an annual stock award with immediate vesting. Our Chairman, Vice Chairman and Committee Chairs received additional cash retainers for their service in these capacities.

The Nominating and Governance Committee oversees and makes recommendations to the Board regarding our non-employee director compensation program. Non-employee directors can defer receipt of all or a portion of their cash or equity compensation to our Deferred Compensation Plan. For a description of the Deferred Compensation Plan, please see “Executive Compensation — Nonqualified Deferred Compensation,” below.

Upon the recommendation of our Nominating and Governance Committee, the Board approved changes to our compensation program for non-employee directors for fiscal 2022. In reviewing our director compensation program, the Nominating and Governance Committee and the Board considered peer and market data, as well as the advice and recommendations of Frederic W. Cook & Co., Inc., our independent compensation consultant. The following table shows the non-employee director compensation components and amounts for fiscal 2022.‎

The following table sets forth certain information regarding compensation earned by the non-employee directors during our fiscal year ended April 30, 2022.

The following table sets forth information regarding all persons known by Methode as of July 18, 2022, to be the beneficial owners of more than 5% of Methode’s common stock.

The following table sets forth information regarding our common stock beneficially owned as of July 18, 2022, by (i) each director and nominee, (ii) each of the named executive officers, and (iii) all current directors and executive officers as a group.

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

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE FOLLOWING NOMINEES.

Mr. Aspatore has served as Chairman of our Board since 2012 and as Chairman Emeritus of Amherst Partners, LLC, a business consulting firm, since 2010. Prior thereto, Mr. Aspatore was Chairman of Amherst Partners from 1994 through 2010. Prior to co-founding Amherst Partners, Mr. Aspatore served in various officer positions at diversified manufacturing and technology businesses, including Cross and Trecker Corporation, the Warner and Swasey Company, Bendix Corporation and TRW Corporation. He also served as Vice Chairman and President of Onset BIDCO, a venture capital and subordinated debt fund, from 1992 to 1994. Mr. Aspatore’s executive leadership experience, finance and M&A expertise and knowledge of the automotive industry bring valuable perspectives to our Board.

Mr. Skatoff retired in 2001 as Executive Vice President and Chief Financial Officer of BorgWarner Inc. Prior to joining BorgWarner, Mr. Skatoff was Senior Vice President and Chief Financial Officer of Premark International, Inc. from 1991 through 1999. Before joining Premark, Mr. Skatoff was Vice President-Finance of Monsanto Company. Mr. Skatoff’s executive experience and financial background bring valuable perspectives to our Board.

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

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

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

Mr. Crowther served as President and Chief Executive Officer of Northwest Community Healthcare, a not-for-profit healthcare system, from 1992 until his retirement in 2013. Prior thereto, Mr. Crowther served as Executive Vice President and Chief Operating Officer of Northwest Community Healthcare from 1989 to 1991. Mr. Crowther is the past Chairman of the board of directors of the Illinois Hospital Association. Mr. Crowther serves on the Board, Audit and Finance Committee, and Culture and Compensation Committee (Chair) of NeoGenomics, Inc., a company specializing in cancer genetic testing and information services. In addition, Mr. Crowther serves on the Board, Compensation Committee (Chair), Executive Committee and Finance Committee of Wintrust Financial Corporation, a financial services company. Mr. Crowther’s extensive executive and board leadership experiences and significant knowledge regarding the healthcare industry bring valuable perspectives to our Board.

Dr. Dawson served as the President of The University of Alabama in Huntsville from 2019 until 2022. Prior thereto, Dr. Dawson served as Dean of the College of Engineering of Kansas State University since 2014. From 1990 to 2014, Dr. Dawson served as a Professor in the Electrical and Computer Engineering Department at Clemson University. His research interests included nonlinear control techniques for mechatronic systems, robotic manipulator systems and vision-based systems. Dr. Dawson’s work has been recognized by several awards. Dr. Dawson’s leadership experience as president of a large university and engineering expertise bring valuable perspectives to our Board.

Mr. Duda has served as our Chief Executive Officer since 2004 and our President since 2001. Mr. Duda joined us in 2000 and served as our Vice President - Interconnect Products Group. Prior to joining Methode, Mr. Duda held several positions with Amphenol Corporation, a manufacturer of electronic connectors, most recently as General Manager of its Fiber Optic Products Division. Mr. Duda’s understanding of Methode’s operations, philosophy and culture, and his demonstrated success and proven quality of leadership bring important perspectives to our Board.

Ms. Goddard has served as a Divisional Chief Executive of the Environmental and Analysis Sector at Halma plc, a global group of technology companies, since April 2021 and as a Divisional Chief Executive of Halma’s Medical and Environmental Sector since November 2019. Before joining Halma, Ms. Goddard served as Divisional President of the Detection and Analysis Business Unit at Novanta Inc., a global supplier of core technology solutions, from

2016 to 2019, where she led a portfolio of solutions for medical device OEMs. Prior to Novanta, Ms. Goddard served in leadership roles at Welch Allyn (acquired by Hill-Rom), Covidien (acquired by Medtronic), and Johnson & Johnson. Ms. Goddard’s background in international strategic marketing and product development brings valuable perspective to our Board.

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

Mr. Pantaleo has served as Chairman and Chief Executive Officer of Marmon ‎Holdings, Inc., a Berkshire Hathaway company and global industrial organization, since 2019 and as President of Marmon since 2017. Prior thereto, Mr. Pantaleo ‎served as Chairman and Chief Executive Officer of Duracell, a Berkshire Hathaway company and ‎leading manufacturer of alkaline batteries, since 2014. Mr. Pantaleo’s significant strategic and operational leadership experience with a major global company, along with his extensive international experience, bring valuable perspectives to our Board.

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

On June 16, 2022, our Board of Directors, on the recommendation of our Compensation Committee, adopted the Methode Electronics, Inc. 2022 Omnibus Incentive Plan (the “2022 Incentive Plan”), subject to the approval of our stockholders. The 2022 Incentive Plan provides for discretionary grants of stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units and performance grants to employees and directors.

The 2022 Incentive Plan is intended to enable the Company to attract and retain qualified persons to serve as employees or directors and to provide a means whereby those individuals upon whom the responsibilities of the successful administration and management of the Company rest, and whose present and potential contributions are of importance, can acquire stock ownership.

We currently grant director stock awards and employee equity awards in the form of restricted stock and restricted stock units under the Methode Electronics, Inc. 2014 Omnibus Incentive Plan (the “2014 Incentive Plan”). The 2022 Incentive Plan provides that upon approval of the 2022 Incentive Plan by our stockholders, no further awards shall be granted under the 2014 Incentive Plan.

If the 2022 Incentive Plan is approved, subject to adjustment as provided in the 2022 Incentive Plan and the 2022 Incentive Plan’s share counting provisions, the number of shares of our common stock that will initially be available for all awards under the 2022 Incentive Plan is 5,550,000, less one share for every one share of common stock subject to an option or SAR award granted after April 30, 2022 under the 2014 Incentive Plan and 2.28 shares for every one share that was subject to an award other than an option or SAR granted after April 30, 2022 under the 2014 Incentive Plan.

The Compensation Committee believes that our incentive compensation program aligns the interests of our employees and directors with our stockholders’ interests by providing for capital accumulation through awards of restricted stock, restricted stock units and stock awards. The 2022 Incentive Plan will enable us to continue to achieve this objective by providing us with the ability to continue granting various types of incentive awards, which we believe will help us continue to attract, retain, and motivate our directors and employees.

Determination of Share Amounts. In determining the terms of the 2022 Incentive Plan and the number of shares available for grant under the 2022 Incentive Plan, our Compensation Committee considered a number of factors, including competitive market practices, potential dilution to our current stockholders and the size, purpose and frequency of our historical equity grants.

Historical Annual Equity Burn Rate. Our annual equity grant rate, or burn rate, for fiscal 2019, 2020, 2021 and 2022 was 0.08%, 0.08%, 5.08%, and 0.21%, respectively. The burn rate is the ratio of the number of shares of common stock underlying awards granted under our equity compensation plans during a fiscal year to the weighted average number of shares of common stock outstanding at the corresponding fiscal year-end. The burn rate is higher in fiscal 2021 because of performance-based restricted stock awards and incremental time-based restricted stock unit grants made in that year to members of senior management under our five-year, long-term incentive program. Details regarding these awards are set forth below under “Compensation Discussion and Analysis − Components of Fiscal 2022 Compensation − 2021 LTI Program.”

Current and Projected Overhang Percentage. As of April 30, 2022, there were 1,882,759 full-value awards (awards other than stock options and SARs) issued and outstanding and 60,000 stock options outstanding under the 2014 Incentive Plan and the 2010 Stock Plan (together, the “Prior Plans”). As of that date, the weighted average exercise price of our outstanding stock options was $37.01, and the weighted average remaining contractual term for the outstanding stock options was 2.2 years. As of April 30, 2022, 112,255 shares of common stock were available for issuance under the 2014 Incentive Plan (the only stock plan under which equity awards can currently be issued). As of April 30, 2022, there were 36,930,344 shares of common stock outstanding.

As of April 30, 2022, the number of shares of common stock subject to shares underlying outstanding awards, together with the number of shares available for issuance under future equity awards under the 2014 Incentive Plan, represented an overhang of approximately 5.27%. If the 2022 Incentive Plan is approved, an additional 5,550,000 shares available for issuance would increase the overhang to 16.87% if all shares available for issuance under the 2022 Incentive Plan were granted as stock options or SARs or 10.60% if all shares were granted as full-value awards. Methode calculates “overhang” as (a) the total of shares underlying outstanding awards plus

shares available for issuance under future equity awards, divided by (b) the total number of shares outstanding, shares underlying outstanding awards and shares available for issuance under future equity awards.

Anticipated Duration. The shares available for issuance under the 2022 Incentive Plan are expected to satisfy Methode’s equity compensation needs through at least the 2027 Annual Meeting.

The Company views its use of stock-based awards as an essential element of its compensation program and one of the most effective means of ensuring that our directors and employees have a continuing stake in our long-term success. The 2022 Incentive Plan contains certain restrictions that the Company believes further the objectives of the 2022 Incentive Plan and reflect sound corporate governance principles:

The following is a summary of the 2022 Incentive Plan. It is qualified in it is entirety by reference to the full text of the 2022 Incentive Plan, which is attached as Exhibit A to this proxy statement. Stockholders are encouraged to review the 2022 Incentive Plan carefully.

Administration. Our Compensation Committee will administer the 2022 Incentive Plan. All determinations of our Compensation Committee are final and binding on all participants. Our Compensation Committee has discretionary authority to interpret the terms of the 2022 Incentive Plan, to determine eligibility for and grant awards, and to adopt rules, forms and guidelines, among other matters. In certain circumstances, the Compensation Committee may delegate authority to one or more members of the Board and/or one or more officers of the Company to the extent permitted by applicable law or the rules of the relevant stock exchange.

Type of Awards. The 2022 Incentive Plan provides for the grant of equity awards of nonqualified stock options (“NSOs”), incentive stock options (“ISOs”), restricted stock, restricted stock units (“RSUs”) and stock appreciation rights (“SARs”). In addition, the 2022 Incentive Plan provides for the grant of performance-based awards, which can be share-based (restricted stock, RSUs, or SARs) or cash-based (“Performance Grants”). Each award will be evidenced by an award agreement containing such terms and provisions, consistent with the 2022 Incentive Plan, as the Compensation Committee may approve.‎

Eligibility. Directors and employees of Methode or any of its subsidiaries or affiliates are eligible to participate in the 2022 Incentive Plan. The Compensation Committee will determine which eligible persons will receive awards and the terms of such awards. The number of persons eligible to participate in the 2022 Incentive Plan is estimated to be approximately 7,000 (including eleven non-employee directors).

Number of Shares of Common Stock Available. Subject to adjustment as provided in the 2022 Incentive Plan and the 2022 Incentive Plan’s share counting provisions, the number of shares of our common stock that will initially be available for all awards under the 2022 Incentive Plan is 5,550,000, less one share for every one share of common stock subject to option or SAR award granted after April 30, 2022 under the 2014 Incentive Plan and 2.28 shares for every one share that was subject to an award other than an option or SAR granted after April 30, 2022 under the 2014 Incentive Plan. Any shares of common stock that are subject to option or SAR awards shall be counted against the limit as one share for every one share granted, and any shares of common stock that are subject to other types of awards shall be counted as 2.28 shares for every one share granted.‎

Shares issuable under the 2022 Incentive Plan may be authorized but unissued shares or treasury shares. If any shares of common stock subject to an award are forfeited, an award expires or an award is settled for cash (in whole or in part), or after April 30, 2022 any shares subject to an award under a Prior Plan are forfeited, an award under a Prior Plan expires or is settled for cash (in whole or in part), then in each such case the shares of common stock subject to such award will, to the extent of such forfeiture, expiration or cash settlement, be added to the shares available for awards under the 2022 Incentive Plan. Any shares of common stock that again become available for awards under the 2022 Incentive Plan will be added as one share for every one share subject to options or SARs, and as 2.28 shares for every one share subject to awards other than options or SARs.

The following shares of common stock shall not become available again for grant under the 2022 Incentive Plan:

The number of shares issuable under the 2022 Incentive Plan is subject to adjustment in the event of any subdivision or consolidation of outstanding shares of common stock, declaration of a ‎dividend payable in shares of common stock or other stock split, other recapitalization or ‎capital reorganization of the Company, any consolidation or merger of the Company with ‎another corporation or entity, the adoption by the Company of any plan of exchange ‎affecting common stock or any distribution to holders of common stock of securities or ‎property (including cash dividends that the Board determines are not in the ordinary course ‎of business but excluding normal cash dividends)‎. In each case, the Compensation Committee will make adjustments it deems necessary to preserve the intended benefits under the 2022 Incentive Plan.

Award Limits. The 2022 Incentive Plan imposes the following limitations, subject to adjustment as provided for in the 2022 Incentive Plan:·

Nonqualified Stock Options. The 2022 Incentive Plan provides for the granting of NSOs to any of our directors or employees. The Compensation Committee shall determine the number of shares subject to the NSO as well as its terms and conditions, provided that (i) other than in the case of substitute awards, the exercise price of each NSO will not be less than the closing sales price of our common stock on the date of grant (“Grant Date Fair Market Value”), (ii) each NSO will expire no more than ten years from the date of the grant, and (iii) a participant will have no rights of a stockholder prior to the date it is settled in shares of common stock.

Unless our Compensation Committee otherwise determines, the option period for an NSO will expire upon forfeiture or the earliest of: (1) ten years after the date of grant; (2) three months after termination of employment for any reason other than cause, death, disability or retirement; (3) three months after a non-employee director’s termination as a board member for any reason other than cause, death, disability or retirement; (4) immediately upon termination of employment or service on the board of directors for cause; or (5) twelve months after termination of employment or service on the board on account of death, disability or retirement. At the discretion of the Compensation Committee, these periods may be tolled during any period in which the exercise would violate applicable law. The 2022 Incentive Plan shall not pay or accrue dividends or dividend equivalents on NSOs.

Incentive Stock Options. The 2022 Incentive Plan provides for the granting of ISOs to any of our employees. The Compensation Committee shall determine the number of shares subject to an ISO as well as its terms and conditions, provided that (i) other than in the case of substitute awards, the exercise price of each ISO will not be less than the Grant Date Fair Market Value and, if the ISO is granted to an employee who owns more than 10% of our outstanding voting securities (a “Significant Stockholder”), the exercise price will be 110% of the Grant Date Fair Market Value, (ii) each ISO will expire no more than ten years from the date of the grant, unless the ISO is granted to a Significant Stockholder, in which case it will expire no later than five years from the date of grant, and (iii) a participant will have no rights of a stockholder prior to the date it is settled in shares of common stock. In the event that the aggregate fair market value (determined at the time of grant) of the shares of common stock with respect to which ISOs are exercisable for the first time by an employee during any calendar year (under all of our stock option plans) exceeds $100,000, the portion of the ISO that exceeds this limit will be converted into an NSO.

Unless our Compensation Committee otherwise determines, the option period for an ISO will expire upon forfeiture or the earliest of: (1) ten years after the date of grant (five years in the case of a Significant Stockholder); (2) three months after termination of employment for any reason other than cause or disability; (3) immediately upon termination of employment for cause; or (4) twelve months after disability. The 2022 Incentive Plan shall not pay or accrue dividends or dividend equivalents on ISOs.

Stock Appreciation Rights. The 2022 Incentive Plan provides for the granting of SARs to any director or employee. An SAR will entitle the participant to surrender any then exercisable portion of the SAR, and in exchange, receive a number of shares of common stock with a fair market value equal to the product of (1) the excess of the closing sales price of our common stock on the date of surrender over the Grant Date Fair Market Value, and (2) the number of shares of common stock subject to such SAR. SARs may be exercisable during a period established by our Compensation Committee. The Compensation Committee may allow participants to be paid in cash instead of shares of common stock. The 2022 Incentive Plan shall not pay or accrue dividends or dividend equivalents on SARs.

Restricted Stock. The 2022 Incentive Plan permits the granting of awards of shares of restricted stock to any director or employee. Awards of shares of restricted stock may be issued without payment. Upon completion of a

vesting period, if any, and the fulfillment of any required conditions, restrictions upon the shares of restricted stock expire and new certificates representing unrestricted shares of common stock are issued to the participant. Generally, the holder of restricted stock will have the right to vote the shares. The Compensation Committee may provide that restricted stock shall earn dividends or dividend equivalents, subject to such terms, conditions, limitations and restrictions as the Compensation Committee may establish; provided that any dividends or dividend equivalents will not be payable unless and until, and only to the extent that, all conditions applicable to the restricted stock award have been achieved or satisfied, including but not limited to any service conditions or performance goals.

Restricted Stock Units. The 2022 Incentive Plan permits the granting of awards of RSUs to any director or employee. In the case of an award of RSUs, no shares of common stock or other property will be issued at the time the award is granted. Upon the lapse or waiver of restrictions and the restricted period relating to RSUs, the award shall be settled and such settlement may be made in shares of common stock, cash or a combination, as provided in the award agreement. The Compensation Committee may provide that RSUs shall earn dividends or dividend equivalents, subject to such terms, conditions, limitations and restrictions as the Compensation Committee may establish. For all RSUs, any dividends or dividend equivalents will not be payable unless and until, and only to the extent that, all conditions applicable to the award have been achieved or satisfied, including but not limited to any service conditions or performance goals.

Cash-Based Performance Grants. The 2022 Incentive Plan permits the granting of awards of cash-based Performance Grants to any director or employee. Each cash-based Performance Grant shall have an initial value equal to a dollar amount determined by the Compensation Committee. The Compensation Committee shall set performance goals that, depending on the level of achievement, shall determine the level of payment to be settled and paid to the participant. A cash-based Performance Grant shall be settled in cash or in shares of common stock or in a combination thereof, as specified in the applicable award agreement.

Stock-Based Performance Grants. Our Compensation Committee may grant awards, including restricted stock and RSUs, that are subject to the achievement of performance goals.

Following the completion of each performance period, our Compensation Committee will certify whether the applicable performance goals have been achieved for the performance period. No award or portion of an award that is subject to the satisfaction of any condition will be considered to be earned or vested unless our Compensation Committee certifies that the conditions to which the distribution, earning or vesting of the award is subject have been achieved, such certification to be reflected in the corporate records of the Compensation Committee.

The payment of Performance Grants under the 2022 Incentive Plan will be based upon the participant attaining performance goals related to one or more performance criteria selected by our Compensation Committee from among the following measures: (1) book value or book value per share; (2) stock price (including growth in price or total stockholder return); (3) sales (including net or gross, reflected in dollars or volume); (4) cash flow (including funds from operations); (5) operating income; (6) gross or net income; (7) pre-tax income; (8) earnings (either in the aggregate or on a per-share basis); (9) earnings before or after either, or any combination of, interest, taxes, depreciation, or amortization before taxes (including EBIT and EBITDA); (10) economic value added; (11) expenses/costs; (12) gross or net margins; (13) gross or net profits; (14) gross or net revenues; (15) return measures (including return on net sales, return on assets or net assets, return on equity, return on investment, return on capital employed, return on invested capital, gross profit return on investment, gross margin return on investment, cash flow returns); (16) market share; (17) debt measures (including debt service or debt leverage); (18) profitability ratios; (19) working capital; (20) operational performance measures (including productivity, safety, product lines, product development, sales results, economic value added, cost reduction measures, customer service or satisfaction, employee satisfaction or strategic innovation); (21) transactions relating to acquisitions or divestitures; (22) assets; (23) financings; (24) market capitalization; (25) measures of personal targets, goals or objectives; (26) attainment of environmental, social, and governance performance measures‎; or (27) other performance measures and criteria as determined by the Compensation Committee‎.

The performance criteria may (i) relate to the performance of Methode or any subsidiary or affiliate as a whole or any business unit or division of Methode or any subsidiary or affiliate or any combination thereof, (ii) be compared to the performance of one or more other companies, or published or special index, (iii) be absolute or based on change in the performance criteria over a specified period of time and such change may be measured based on an arithmetic change over a specified period (e.g., cumulative change or average change), or percentage change over a specified

period (e.g., cumulative percentage change, average percentage change or compounded percentage change), (iv) be based on U.S. generally accepted accounting principles (“GAAP”) or non-GAAP calculations; (v) relate to or be compared to one or more other performance criteria, or (vi) any combination of the foregoing.

The Compensation Committee shall have the authority to adjust the performance goals ‎‎(either up or down) ‎and the level of the Performance Grant that a participant may earn based on and ‎in order to appropriately reflect any of the following events: (i) asset write-‎downs; (ii) litigation ‎or claim judgments or ‎settlements; (iii) the effect of changes in tax laws, ‎accounting principles, ‎or other laws or ‎regulatory rules affecting reported results; (iv) any ‎reorganization and ‎restructuring programs; (v) ‎any change in the Company’s fiscal year; (vi) ‎circumstances that ‎impact the Company’s financial ‎performance that are outside of the control ‎of the Company, ‎such as acts of God; earthquakes; ‎fires; floods; severe weather events; natural ‎or manmade ‎disasters; wars; civil or military ‎disturbances; acts of terrorism; sabotage; ‎embargoes; martial ‎law; acts of civil or military ‎authorities; political unrest; riots; global ‎economic events; strikes; ‎labor disputes; lockouts; ‎epidemics; or pandemics; or (vii) unforeseen ‎impacts related to ‎mergers, acquisitions and ‎divestitures‎.‎

Vesting. Awards (other than cash-based awards) to employees are subject to a minimum vesting requirement of one year. The minimum vesting requirement is not applicable in the event substitute awards are granted in connection with awards that are assumed, converted, or substituted as a result of a merger or similar transaction, shares are delivered in lieu of fully-vested cash obligations, awards to non-employee members of the Board of Directors, awards granted to new employees as a replacement and/or as an inducement. The 2022 Incentive Plan also includes a carve-out from the minimum vesting requirements for awards to employees for up to five percent (5%) of the number of shares authorized for issuance under the 2022 Incentive Plan. The minimum vesting restriction does not ‎apply to the Committee Committee’s discretion to provide for accelerated exercisability or vesting of any ‎award, including in cases of retirement, death, disability or a change of control, in the terms ‎of the award agreement or otherwise.

Unless our Compensation Committee provides otherwise in the award agreement, the following vesting provisions shall apply:

Except as provided below in connection with a change of control, if a participant’s employment terminates for any other reason, in general, any awards that are not yet vested are immediately and automatically forfeited; provided, however, that in certain circumstances, the Compensation Committee has the discretion to take such action as it deems equitable or in the best interests of Methode, including fully vesting an award.

Change of Control. Unless our Compensation Committee provides otherwise in the award agreement, the following provisions shall apply in the event of a change of control:

Under the 2022 Incentive Plan, the following events shall constitute a change of control: (i) subject to certain exceptions, any person or entity becomes the beneficial owner of more than 50% of the total voting power of common stock then outstanding; (ii) a majority of the members of Methode’s board of directors is replaced during any twelve month period by directors whose appointment or election is not endorsed by a majority of the board; (iii) a merger, consolidation or similar transaction where Methode’s stockholders immediately prior to such transaction do not own more than 50% of the combined voting power of the surviving entity or its parent, in each case, in substantially the same proportion as the ownership of Methode’s stockholders prior to such transaction; or (iv) the consummation of a sale, transfer or liquidation of all or substantially all of the assets of Methode and its subsidiaries.

Clawbacks. Awards granted under the 2022 Incentive Plan are subject to the terms of Methode’s recoupment, clawback or similar policy as in effect from time to time, as well as any similar provisions of applicable law. As of the effective date of the 2022 Incentive Plan, the Company’s policy provides that in accordance with Section 954 of ‎the Dodd-Frank Wall Street Reform and Consumer Protection Act, and in accordance with the ‎provisions of Section 10D of the Exchange Act and the rules and regulations adopted by the ‎New York Stock Exchange in compliance therewith, in the event that the Company is required ‎to prepare an accounting restatement due to the material noncompliance of the Company with ‎any financial reporting requirement under the securities laws, the Company will recover from ‎any current or former executive officer of the Company who received incentive compensation ‎during the 3-year period preceding the date on which the Company is required to prepare an ‎accounting restatement, based on the erroneous data, determined by the Committee to be in ‎excess of what would have been paid to the executive officer under the accounting restatement. ‎In addition, the Company shall recover from the relevant executive officers any incentive compensation ‎recoverable under Section 304 of the Sarbanes-Oxley Act of 2002.‎

Funding. In general, Methode is not required to establish trusts or purchase or segregate assets in a manner that would provide the participants with any rights that are greater than those of a general creditor of Methode.

Withholding Taxes. The Company and its affiliates are entitled to deduct from other compensation payable to a participant any required amount to be withheld by any federal, state, local, or foreign tax law. Unless otherwise determined by the Compensation Committee, the Company may permit or require a participant to pay all or a portion of such taxes by paying Methode directly by cash or check, or by having Methode withhold shares, tendering back shares or delivering other previously acquired shares having a fair market value approximately equal to the amount to be withheld.

Federal Tax Consequences. The following brief description of the tax consequences of awards under the 2022 Incentive Plan is based on federal income tax laws currently in effect and does not purport to be a complete description of such federal income tax consequences.

Incentive Stock Options. A grantee does not generally recognize taxable income upon the grant or upon the exercise of an ISO. Upon the sale of ISO shares, the grantee recognizes income in an amount equal to the difference, if any, between the exercise price of the ISO shares and the fair market value of those shares on the date of sale. The income is taxed at long-term capital gains rates if the grantee has not disposed of the stock within two years after the date of the grant of the ISO and has held the shares for at least one year after the date of exercise and we are not entitled to a federal income tax deduction. The exercise of an ISO may in some cases trigger liability for the alternative minimum tax. If a grantee sells ISO shares before having held them for at least one year after the date of exercise and two years after the date of grant (a “disqualifying disposition”), the grantee recognizes ordinary income to the extent of the lesser of: (i) the gain realized upon the sale; or (ii) the difference between the exercise price and the fair market value of the shares on the date of exercise. Any additional gain is treated as long-term or short-term capital gain depending upon how long the grantee has held the ISO shares prior to disposition. In the year of a disqualifying disposition, we receive a federal income tax deduction in an amount equal to the ordinary income that the grantee recognizes as a result of the disposition.

Nonqualified Stock Options. A grantee does not recognize taxable income upon the grant of an NSO. Upon the exercise of such option, the grantee recognizes ordinary income to the extent the fair market value of the shares received upon exercise of the NSO on the date of exercise exceeds the exercise price. We receive an income tax deduction in an amount equal to the ordinary income that the grantee recognizes upon the exercise of the NSO.

Restricted Stock. A participant who receives an award of restricted stock does not generally recognize taxable income at the time of the award. Instead, the participant recognizes ordinary income in the first taxable year in which his or her interest in the shares becomes either: (i) freely transferable; or (ii) no longer subject to substantial risk of forfeiture. The amount of taxable income is equal to the fair market value of the shares less the cash, if any, paid for the shares. A participant may elect to recognize income at the time he or she receives restricted stock in an amount equal to the fair market value of the restricted stock (less any cash paid for the shares) on the date of the award. We receive a compensation expense deduction in an amount equal to the ordinary income recognized by the participant in the taxable year in which restrictions lapse (or in the taxable year of the award if, at that time, the participant had filed a timely election to accelerate recognition of income).

Other Awards. In the case of an exercise of an SAR or an award of RSUs or Performance Grants, the participant will generally recognize ordinary income in an amount equal to any cash received and the fair market value of any shares received on the date of payment or delivery. In that taxable year, we will receive a federal income tax deduction in an amount equal to the ordinary income which the participant has recognized.

Amendment; Termination. Generally, our board of directors may amend the 2022 Incentive Plan at any time, but may not materially adversely affect the rights of participants with respect to any outstanding awards without the consent of participants. Notwithstanding the foregoing, to the extent required by stock exchange rules or other applicable rules or regulation, our board will seek approval of our stockholders before amendment of the 2022 Incentive Plan (e.g., if our board wishes to increase the limitations on the shares available under the 2022 Incentive Plan, it will seek approval of our stockholders). Our board may not amend the provision of the 2022 Incentive Plan that requires stockholder approval before repricing an award or amending the non-employee director fiscal year compensation limit. The 2022 Incentive Plan will terminate ten years after its adoption by our board of directors; provided, however, that our board of directors may terminate the 2022 Incentive Plan at any time.

New Plan Benefits. All awards to be granted in the future under the 2022 Incentive Plan are at the discretion of the Compensation Committee. As of April 30, 2022, there were 464,206 cash-based Performance Units outstanding under the 2014 Incentive Plan (the “Performance Units”). The Compensation Committee has the discretion to provide that these Performance Units be settled in shares of common stock issued under the 2022 Incentive Plan instead of cash.

In July 2022, the Compensation Committee granted performance-based restricted stock (“RSAs”), time-based restricted stock units (“RSUs”) and a cash-based performance grant to certain non-executive members of management, subject to stockholder approval of the 2022 Incentive Plan. If the 2022 Incentive Plan is approved by the stockholders, the number of RSAs and RSUs subject to these awards will be determined based on the average daily closing stock price of the Company’s common stock from May 1, 2022 to September 14, 2022.

The table below sets forth the aggregate value of the cash-based performance grants and an estimate of the aggregate number of RSAs and RSUs subject to these contingent awards based on the average daily closing stock price of the Company’s common stock from May 1, 2022 to July 18, 2022.

It is otherwise not possible to determine the benefits or the amounts to be received under the 2022 Incentive Plan by Methode’s directors or employees.

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE METHODE ELECTRONICS, INC. 2022 OMNIBUS INCENTIVE PLAN.

The following table provides information about our equity compensation plans as of April 30, 2022. All outstanding awards relate to our common stock. Shares issued under all of the following plans may be from our treasury, newly issued or both.

The Audit Committee of our Board of Directors is directly responsible for the appointment, termination, compensation, evaluation and oversight of our independent registered public accounting firm. Our Audit Committee has selected EY to serve as our independent registered public accounting firm for the fiscal year ending April 29, 2023, subject to ratification of the selection by our stockholders. EY has served as our independent registered public accounting firm for many years and is considered to be well qualified.

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

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

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

Section 14A of the Securities Exchange Act of 1934 requires that we provide our stockholders with the opportunity to vote to approve, on a nonbinding, advisory basis, the compensation of our named executive officers as disclosed in this proxy statement, commonly known as a “say-on-pay” vote.

At our 2017 Annual Meeting of Stockholders, we recommended, and our stockholders approved, that we hold this non-binding, advisory vote on executive compensation on an annual basis. The next required vote on frequency will occur at our 2023 Annual Meeting of Stockholders.

As described under “Compensation Discussion and Analysis,” we seek to align the interests of our executives with the interests of our stockholders and reward performance.

The advisory vote on this resolution is not intended to address any specific element of compensation, but rather the overall compensation of our named executive officers as disclosed in this proxy statement. The vote is advisory, which means that the vote is not binding on Methode, our Board of Directors or our Compensation Committee. Although this vote is nonbinding, our Board of Directors and our Compensation Committee value the opinions of our stockholders and our Compensation Committee will consider the outcome of the vote when making decisions concerning executive compensation.

We ask our stockholders to approve the following resolution:

“RESOLVED, that the compensation of Methode’s named executive officers, as disclosed in Methode’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the SEC’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Summary Compensation Table and the other related tables and disclosure, is hereby approved.”

OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE FOREGOING RESOLUTION.

The Audit Committee oversees our financial reporting process on behalf of our Board of Directors. Our management has the primary responsibility for the financial statements and the reporting process, including the system of internal controls. Our Board has determined that each member of our Audit Committee meets the requirements as to independence, experience and expertise established by the New York Stock Exchange. Our Board has designated Ms. Bobek, Ms. Lindsey, Mr. Schwabero and Mr. Skatoff as audit committee financial experts as defined by the SEC. In fulfilling its oversight responsibilities, our Audit Committee reviewed and discussed the audited financial statements in the Annual Report on Form 10-K for the year ended April 30, 2022 with management, including a discussion of the quality, not just the acceptability, of the accounting principles; the reasonableness of significant judgments; and the clarity of disclosures in the financial statements.

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

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

Our Audit Committee discussed with our internal auditors and EY the overall scope and plans for their respective audits. Our Audit Committee met with the internal auditors and EY, with and without management present, to discuss the results of their examinations, their evaluations of our internal controls, and the overall quality of our financial reporting. The Committee also discussed with EY the matters required to be discussed under the Public Company Accounting Oversight Board Auditing Standard No. 1301, Communications with Audit Committees (AS 1301). In reliance on the reviews and discussions referred to above, the Committee recommended to our Board of Directors (and our Board has approved) that the audited financial statements be included in the Annual Report on Form 10-K for the year ended April 30, 2022 filed with the SEC.

Our Audit Committee engaged EY to examine our consolidated financial statements for the fiscal year ended April 30, 2022. Fees paid to EY for services performed during fiscal 2021 and 2022 were as follows:

Our Audit Committee is responsible for reviewing and pre-approving all audit and non-audit services provided by EY and shall not engage EY to perform non-audit services proscribed by law or regulation. In fiscal 2022, 100% of audit and non-audit services were approved by the Audit Committee.

This Compensation Discussion and Analysis describes the key components of our executive compensation program, including an analysis of compensation awarded to, earned by or paid to our named executive officers in fiscal 2022. Our fiscal 2022 named executive officers included Donald W. Duda, President and Chief Executive Officer; Ronald L.G. Tsoumas, Chief Financial Officer; Joseph E. Khoury, Chief Operating Officer; Andrea J. Barry, Chief Administrative Officer and Chief Human Resources Officer; and Kevin M. Martin, Vice President, North America. Ms. Barry was promoted to Chief Administrative Officer in January 2022.

Our Business. 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 OEMs utilizing our broad range of technologies for user interface, LED lighting system, power distribution and sensor applications.

Our solutions are found in the end markets of transportation (including automotive, commercial vehicle, e-bike, aerospace, bus and rail), cloud computing infrastructure, construction equipment, consumer appliance, and medical devices. Our business is managed on a segment basis, with those segments being Automotive, Industrial, Interface and Medical.

In fiscal 2022, we continued to capitalize on key market trends, such as new business focused on electric and hybrid vehicles (EVs) and LED lighting solutions. In the EV market, our combination of user interface, LED lighting and power distribution solutions positions us well for continued growth. In fiscal 2022, EV product applications comprised approximately 17% of our net sales..

We employ a balanced and growth-focused capital allocation strategy. We maintain a strong balance sheet and pay down indebtedness when appropriate to reduce leverage. We return capital to our stockholders through dividends and our stock buyback program. As of April 30, 2022, we had executed over $70 million of our $100 million stock buyback authorization. In June 2022, our Board authorized the purchase of an additional $100 million of the Company’s common stock, bringing the total program authorization to $200 million. We invest in organic growth through R&D and capital expenditures. We actively seek accretive acquisitions to enhance and grow our businesses.

Our strong commitment to financial management focuses on, among other things, margin expansion through improved product mixes and operational efficiencies, leverage of SG&A on sales volume growth, and reduction of working capital percentage of sales through lean manufacturing.

COVID-19 Pandemic. The COVID-19 pandemic and the ongoing measures to reduce its spread have negatively impacted the global economy, disrupted consumer and customer demand and global supply chains, and resulted in manufacturing inefficiencies and increased freight costs due to global capacity constraints. We continue to focus on effectively managing the unprecedented challenges and uncertainties of the pandemic on a global basis.

Global Supply Chain Disruptions. In fiscal 2022 we experienced significant business interruptions, including government lockdowns in China, customer shutdowns, increased material and logistics costs, labor shortages, and ongoing challenges related to the worldwide semiconductor supply shortage. Management worked diligently to minimize production and customer issues. The Company strengthened processes to continuously monitor the supply chain to proactively mitigate potential disruptions.

Fiscal 2022 Financial Highlights. Despite the impact from the COVID-19 pandemic and global supply chain disruptions, we reported record fiscal 2022 net sales of almost $1.2 billion, and reported net income of $102.2 million. For fiscal 2022, our quarterly dividend rate was $0.14 per share, and we distributed dividends of $20.6 million to our ‎stockholders.‎ In addition, we purchased 1,425,244 shares of our common stock in fiscal 2022 through our stock buyback program, for an aggregate purchase price of $63.9 million.

Key Compensation Decisions and Highlights. Our Compensation Committee strives to provide compensation programs that align our executives’ interests with those of our stockholders and appropriately reward our executives for performance against annual and long-term objectives. The key components of the ‎‎fiscal 2022 compensation program for our ‎named executive officers are salary, an annual performance-based cash bonus, a transition award and

an LTI program award. In reviewing fiscal 2022 compensation components, our Compensation Committee reviewed advice from its independent compensation consultant regarding market practices and considered Mr. Duda’s recommendations for officers other than himself.

Salary. In reviewing fiscal 2022 salaries, the Compensation Committee considered relevant factors, including the individual performance, skills and experience of each executive, internal pay equity issues, executive retention, promotions, peer comparisons and the Company’s performance. After deliberation, the Compensation Committee increased Mr. Khoury’s base salary by 12%, Mr. Tsoumas’ base salary by 10%, and Mr. Martin’s base salary by 10%. In reviewing the base salary for Ms. Barry, the Compensation Committee also considered her promotion to Executive Vice President and the related increase in responsibilities, and increased her base salary by 35%. Ms. Barry was further promoted to Chief Administrative Officer as of January 1, 2022, and the Compensation Committee increased her base salary by an additional 12% to reflect her new increased responsibilities. The Compensation Committee did not increase Mr. Duda’s base salary for fiscal 2022, but instead increased the target amount payable for his annual performance-based cash bonus opportunity as described below so as to increase the overall percentage of his at-risk compensation. Details regarding these salaries are described below under “Components of Fiscal 2022 Compensation – Salary‎.”‎

Annual Performance-Based Cash Bonus. Our named executive officers were awarded annual performance-based cash bonus opportunities for fiscal 2022. The Compensation Committee increased the target amount payable as a percentage of base salary for certain named executive officers as follows: Mr. Duda, from 100% to 135% of salary; Mr. Khoury, from 75% to 100% of salary; and Mr. Tsoumas and Ms. Barry, from 66% to 75% of salary. For Mr. Martin, the target amount payable remained at 66% of base salary. For all named executive officers, the threshold and maximum amounts payable were set at 50% and 200%, respectively, of the amount payable at the target level of performance. For Mr. Duda, Mr. Khoury, Mr. Tsoumas and Ms. Barry, 70% of the target bonus was based on a pre-tax income measure for the Company, and the remaining portion of the target bonus was based on new business bookings for the Company and/or personal goals. For Mr. Martin, 25% of the target bonus was based on a pre-tax income measure for North American businesses, and the remaining portion of the target bonus was based on new business bookings and personal goals relating primarily to the Company’s North American business. Details regarding these awards are described below under “Components of Fiscal 2022 Compensation – Annual Performance-Based Bonuses‎.”‎

Transition Awards. In June 2020, after considering the need to retain management talent in a highly competitive job market in order to transition the Company from the pre-pandemic economy through the extended recovery during exceptional circumstances and to provide a bridge of unvested value for the period between the vesting of the 2015 LTI program awards and the adoption of the 2021 LTI Program, the Compensation ‎Committee granted one-time transition awards to our executive officers. The award is a cash opportunity equal to a multiple ‎of the executive’s fiscal 2021 base salary as follows: Mr. Duda, 2.0 times; Mr. ‎Khoury, 1.75 times; Mr. Tsoumas and Ms. Barry, 1.5 times; and Mr. Martin, 1.25 times.‎ Forty percent (40%) of the transition award was paid on ‎April 30, 2022 and the remaining sixty percent (60%) will be paid ‎on April 29, 2023 if the executive remains employed by the Company. Details regarding these awards are described below under “Components of Fiscal 2022 Compensation – Transition Awards‎.”

2021 LTI Program. In September 2020, our Compensation Committee adopted a five-year, long-term incentive program (the “2021 LTI Program”). The Compensation Committee intends for these awards to be the only equity-based awards made to our executive officers during the five-year program period ending on May 3, 2025. This is consistent with our prior programs where no additional equity awards were made to the program participants during the five-year program terms.

The 2021 LTI Program consists of performance-based restricted stock awards (“RSAs”), cash-based performance grants (“Performance Units”) and time-based restricted stock units (“RSUs”). The number of RSAs and Performance Units earned will be based on the achievement of established goals for the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2025. The target EBITDA performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period. The RSUs are subject to a five-year vesting period based on continued service with no RSUs vesting prior to the end of fiscal 2023. The Performance Units represent an opportunity for participants to receive a cash payment based on the price of Methode’s common stock only to the

extent that fiscal 2025 EBITDA exceeds target performance for the RSAs. At the discretion of the Compensation Committee, the Performance Units may be settled in shares of our common stock. See “Components of Fiscal 2022 Compensation – 2021 LTI Program” below for additional information regarding this program.

Compensation Governance Practices. Our executive compensation program contains the following components and features that are designed to reflect compensation governance best practices and align the interests of our named executive officers and stockholders.

Pay Mix. A significant amount of our named executive officers’ compensation is “at risk” for non-payment ‎if we fail or the executive fails to meet established performance targets. The following charts illustrate the components of ‎fiscal 2022 compensation as a percentage of total target compensation for our Chief Executive Officer and for our other named executive officers as a group. For this purpose, total target compensation is the sum of base salary, target ‎annual performance-based cash bonus ‎opportunity, transition award payment, and one-fifth of the market value of the 2021 LTI Program RSA’s as of the grant date ‎and one-fifth of the grant date fair value of the RSUs.‎ Performance Units are not included as they are only earned for above-target performance; below target performance will yield a zero payout.

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

Our Overall Process. Our Compensation Committee is comprised entirely of independent directors that meet as often as necessary to perform their duties. In fiscal 2022, our Compensation Committee met six times. Our Compensation Committee typically meets with Donald W. Duda, our Chief Executive Officer, and Andrea Barry, our Chief Administrative Officer and Chief Human Resources Officer. The Compensation Committee regularly holds executive sessions without any members of management present.

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

Our Chief Executive Officer’s compensation is determined by our Compensation Committee. Management does not make recommendations to our Compensation Committee regarding Mr. Duda’s compensation. For named executive officers other than Mr. Duda, compensation packages are developed and recommended by Mr. Duda, in consultation with Ms. Barry, based on guidelines provided by our Compensation Committee. Our Compensation Committee determines whether to approve these recommendations, subject to any modifications that it may deem appropriate.

Role of Compensation Consultant. Since 2013, Frederic W. Cook & Co., Inc. (“FW Cook”) has provided independent executive compensation consulting services to the Compensation Committee. FW Cook is retained by and reports to the Compensation Committee. During fiscal 2022, FW Cook provided the following services:

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

Risk Assessment. The Compensation Committee, together with the Chief Executive Officer and its independent compensation consultant, annually considers potential risks when reviewing our compensation programs for all employees, including our executive officers. Based on this assessment, the Compensation Committee concluded that our fiscal 2022 compensation programs do not create risks that are reasonably likely to have a material adverse effect on the Company. In making this determination, the Compensation Committee reviewed the key features of our compensation programs and policies, including the following:

After nine years of strong stockholder support exceeding 93% every year, our say-on-pay resolution received approximately 54% approval at our 2021 Annual Meeting. In response, we expanded our stockholder outreach program with a focus on understanding stockholder concerns regarding our executive compensation program and practices. We extended an offer to engage on compensation matters to our twenty (20) top stockholders representing nearly 70% of the Company’s outstanding shares. We engaged with five (5) stockholders that accepted our offer representing approximately 23% of our outstanding shares, some of whom voted “For” our say-on-pay resolution and some “Against” such that we had multiple perspectives.

The Company’s engagement team included the Chair of our Compensation Committee, our Chief Administrative Officer, our Vice President of Investor Relations, and our Vice President of Legal Affairs. Through these engagements, we received important feedback regarding our executive compensation program as summarized in the following table along with the Company’s response to the feedback.

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

Vested and unvested RSUs are included in the calculation of stock ownership for purposes of these guidelines. Executive officers are expected to achieve fifty percent (50%) of the guideline stock ownership level within three years of promotion or appointment and one hundred percent (100%) within five years. All our named executive officers were in compliance with our stock ownership guidelines for fiscal 2022, subject to the phase-in-period for new appointments and promotions.

Prohibition on Hedging and Pledging. Our Insider Trading Policy prohibits our directors, executive officers and certain key employees from engaging in certain transactions involving our common stock, including options trading, short sales, derivative transactions and hedging transactions. In addition, these directors, executive officers and key employees are prohibited from holding our common stock in a margin account or otherwise pledging our common stock as collateral for a loan.

Clawback Policy. In the event we are required to restate our financial statements due to material noncompliance, our Incentive Compensation Recoupment Policy requires us to recover from our current or former executive officers certain amounts of incentive-based compensation paid within the prior three years that were erroneously paid.

We strive to provide compensation opportunities that are market competitive. In order to assist the Compensation Committee in achieving this objective for fiscal 2022, FW Cook was retained to conduct a review of our executive compensation peer group and benchmark our executive compensation program using a custom peer group and third-party survey data. The Compensation Committee considers this benchmarking information in reviewing each component of our compensation program.

The peer group used for benchmarking purposes in setting fiscal 2022 compensation was selected using the following criteria:

After considering the advice of FW Cook and the Committee’s criteria for the peer group, the Compensation Committee approved using the fiscal 2021 peer group subject to several modifications for fiscal 2022. Delphi Technologies PLC, Kemet Corporation and MTS Systems Corporation were eliminated from the peer group since they had been acquired or were in the process of being acquired. Cooper-Standard Holdings Inc., Fabrinet and Patrick Industries, Inc. were added to the fiscal 2022 peer group. Each of the new peer companies satisfies the Compensation Committee’s criteria for the peer group.‎

For compensation decisions affecting fiscal 2022 compensation, the peer group included the following companies:

In benchmarking our compensation program for fiscal 2022, the Compensation Committee also reviewed information compiled by FW Cook from major third-party executive pay surveys.

As a general policy, we targeted fiscal 2022 executive officer total compensation (salary, annual cash bonus, and long-term incentive compensation), within the median range of competitive practice. ‎In making benchmarking determinations for fiscal 2022 compensation, the analysis assumed that each executive would achieve the target level of performance under the annual performance-based bonuses and RSA awards. In valuing the RSA and RSU awards outstanding under the 2021 LTI Program, the Compensation Committee included one-fifth of the market value of the RSA’s as of the grant date ‎and one-fifth of the grant date fair value of the RSUs.‎ Performance Units are not included as they are only earned for above-target performance and the Transition Awards are not included as they are one-time awards made in exceptional circumstances.

In setting each compensation component for our executive officers, the Compensation Committee considered the competitive market data, together with other relevant factors, including the individual performance, experience and strategic value of each executive, retention issues, internal pay equity and consistency issues, the Company’s performance, expected future contributions of each executive, historical compensation levels, tenure, promotions, and industry conditions. In addition, the Compensation Committee considered Mr. Duda’s longevity and extensive service to the Company as our Chief Executive Officer for over fifteen years and his significant accomplishments. These and other factors may affect whether one or more of the compensation components for any of our executive officers is set above or below the median of competitive practice. In addition, annual cash bonus and long-term incentive compensation for one or more of our executive officers could be above or below this target range depending on the amounts earned under the performance-based awards.

Each component of our compensation program is designed to help achieve our compensation objectives and to contribute to a compensation package that is competitive and appropriately rewards our executives for performance against annual and long-term performance objectives. Consistent with our pay-for-performance philosophy, our executive compensation program is generally structured so that a significant amount of each of our named executive officers’ compensation is variable compensation and “at risk” for non-payment if we fail, or the executive fails, to meet performance targets. Our annual performance-based bonuses and the RSA and Performance Unit awards under the 2021 LTI Program constitute variable compensation.

The table below sets forth details regarding the key components of our ‎‎fiscal 2022 compensation program.

Salary. Our Compensation Committee establishes salaries on an annual basis taking into account the guideline benchmark range. In reviewing fiscal 2022 salaries for our named executive officers, our Compensation Committee reviewed advice from its independent compensation consultant regarding market practices and considered Mr. Duda’s recommendations for officers other than himself. The Compensation Committee also considered other relevant factors, including the individual performance, skills and experience of each executive, internal pay equity issues, executive retention, promotions, peer comparisons and the Company’s performance. After deliberation, the Compensation Committee increased Mr. Khoury’s base salary by 12%, Mr. Tsoumas’ base salary by 10%, and Mr. Martin’s base salary by 10%. In reviewing the base salary for Ms. Barry, the Compensation Committee also considered her promotion to Executive Vice President and the related increase in responsibilities, and increased her base salary by 35%. Ms. Barry was further promoted to Chief Administrative Officer as of January 1, 2022, and the Compensation Committee increased her base salary by an additional 12% to reflect her new increased responsibilities. The Compensation Committee did not increase Mr. Duda’s base salary for fiscal 2022, but instead increased the target amount payable for his annual performance-based cash bonus opportunity as described below so as to increase the overall percentage of his at-risk compensation.

Annual Performance-Based Bonuses. Our Compensation Committee established fiscal 2022 annual performance-based cash bonus opportunities for our executive officers after considering the guideline benchmark target, the individual performance and experience of each executive, retention issues, internal pay equity and industry conditions. The Compensation Committee reviewed advice from FW Cook regarding market practices and considered Mr. Duda’s recommendations for officers other than himself. In setting the performance measures for each executive, our Compensation Committee considered, among other matters, the Company’s strategy, the fiscal 2022 operating budget and general economic conditions. The performance levels for the pre-tax income measures were based on our fiscal 2022 operating budget. The performance levels for the new business bookings measures were established based on the probability of securing bookings for the projected annual business opportunities offered by our customers based on their product development cycles. The new business bookings performance levels are not established based on year-over-year growth as our opportunities are based on customer product development cycles which vary significantly from year to year.

The Compensation Committee increased the target amount payable as a percentage of base salary for certain named executive officers as follows: Mr. Duda, from 100% to 135% of salary; Mr. Khoury, from 75% to 100% of

salary; and Mr. Tsoumas and Ms. Barry, from 66% to 75% of salary. For Mr. Martin, the target amount payable remained at 66% of base salary. For all named executive officers, the threshold and maximum amounts payable were set at 50% and 200%, respectively, of the amount payable at the target level of performance, which aligns with competitive practice among our peer group.

Set forth below is an outline of the annual performance-based cash bonus awards for fiscal 2022.

Transition Awards. In June 2020, after considering the need to retain management talent in a highly competitive job market in order to transition the Company from the pre-pandemic economy through the extended recovery under exceptional circumstances and to provide a bridge of unvested value for the period between the vesting of the 2015 LTI program awards and the adoption of the 2021 LTI Program, the Compensation ‎Committee granted one-time transition awards to our named executive officers. The award is a cash opportunity equal to a multiple ‎of the executive’s fiscal 2021 base salary as follows: Mr. Duda, 2.0 times; Mr. ‎Khoury, 1.75 times; Mr. Tsoumas and Ms. Barry, 1.5 times; and Mr. Martin, 1.25 times.‎ The Compensation Committee determined that a cash award was appropriate after considering the Company’s cash flow, potential dilution, share preservation, the Company’s robust stock ownership guidelines and current executive stock ownership levels and the hold-until-retirement restricted stock units held by certain members of senior management, including our Chief Executive Officer. Forty percent (40%) of the transition award was paid on ‎April 30, 2022,‎ and sixty percent (60%) will be paid ‎on April 29, 2023, provided the executive remains employed by the Company and maintains ‎satisfactory job ‎performance. If the

executive is ‎‎terminated for cause, resigns or retires prior to April 29, 2023, the executive must repay any transition award amounts paid ‎prior to the ‎termination date.‎‎ If the executive is terminated without cause, dies or becomes disabled, the executive is entitled to any unpaid portion of the ‎transition award.‎‎ Additionally, if within two years of a change of control or during a period pending a change of control, the executive is terminated without good cause or the executive voluntarily terminates employment for good reason, the executive is entitled to any unpaid portion of the transition award.

2021 LTI Program. In September 2020, our Compensation Committee adopted a five-year, long-term incentive program (the “2021 LTI Program”) which consists of performance-based restricted stock awards (“RSAs”), cash-based performance grants (“Performance Units”) and time-based restricted stock units (“RSUs”). The number of RSAs and Performance Units earned will be based on the achievement of established goals for the Company’s earnings before net interest, taxes, fixed asset depreciation and intangible asset amortization (“EBITDA”) for fiscal 2025. The RSUs are subject to a five-year vesting period based on continued service with no RSUs vesting prior to the end of fiscal 2023. The Performance Units represent an opportunity for the executives to receive a cash payment based on the price of our common stock only to the extent that fiscal 2025 EBITDA exceeds target performance for the RSAs. At the discretion of the Compensation Committee, the Performance Units may be settled in shares of our common stock.

After a comprehensive review of various design alternatives and market practices presented by the Compensation Committee’s independent executive compensation consultant, FW Cook, one of the critical determining factors the Compensation Committee considered in granting another five-year, long-term incentive program was the performance of the two prior five-year, long-term incentive programs which concluded as of the end of fiscal 2015 and fiscal 2020, respectively. Consistent with our prior five-year programs, the Compensation Committee intends these RSAs, Performance Units and RSUs to be the only equity-based awards made to our executive officers during this new five-year period which ends on May 3, 2025, i.e., fiscal 2021 through fiscal 2025.

After careful consideration, the Compensation Committee determined that another five-year program was appropriate after reviewing our stockholders’ strong say-on-pay support of the prior programs, the success of the prior programs, as well as the lengthy sales and product development cycles and significant upfront capital requirements for many of the Company’s products. The Compensation Committee considered the potential risks of the 2021 LTI Program and concluded that it does not create risks that are reasonably likely to have a material adverse effect on the Company. The Compensation Committee believed the longer term would focus our executive officers on the Company’s strategic long-term objectives, including the EV market, retain our top executive talent over the period in a highly competitive job market, and foster long-term strategic consistency, teamwork and collaboration among our executive officers.

The Compensation Committee believes the mix of 50% performance-based and 50% time-based awards at target performance supports the Company’s operating performance and retention objectives and is consistent with market practice. The Performance Units represent an opportunity for the executives to receive a cash payment based on the price of our common stock only to the extent that the Company’s fiscal 2025 EBITDA exceeds target performance for the RSAs in order to provide an additional stretch goal for outperformance. At the discretion of the Compensation Committee, the Performance Units may be settled in shares of ‎our common stock.

The Compensation Committee applied EBITDA, as adjusted, as the performance metric for the RSAs and the Performance Units because it is one of the primary operating metrics tracked by the Company and its stockholders. The target EBITDA performance goal set forth below aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period. Additionally, the inclusion of EBITDA from accretive acquisitions is in line with the Company’s plans to grow organically and inorganically over the period. The adjustments to EBITDA for acquisitions and divestitures were designed to mitigate unintended windfalls to management for non-accretive acquisitions and to safeguard management from unintended penalties for stockholder-friendly divestitures that negatively impact the fiscal 2025 performance results. For an acquisition to qualify as accretive in fiscal 2025, the EBITDA of the acquired business must exceed the interest expense for the related debt and the net impact on earnings per share must be positive.

In general, the Compensation Committee targeted the 2021 LTI Program awards within the median range of competitive practice, as annualized over the five-year program period. In making these benchmarking determinations, the Compensation Committee assumed that each executive would achieve the target level of performance under the RSAs and included one-fifth of the market value of the RSA shares and RSUs in these comparative calculations. In

determining the size of the award to each of our executive officers, the Compensation Committee also considered other relevant factors, including the individual performance and experience of each executive, internal pay equity and consistency issues, expected future contributions of each executive and historical compensation levels. For Mr. Duda, the Compensation Committee considered his longevity and extensive service to the Company as our Chief Executive Officer for over fifteen years and his significant accomplishments.

The table below sets forth details regarding the target awards to the named executive officers. Consistent with our prior five-year programs, the Compensation Committee intends the RSAs, RSUs and Performance Units to be the only equity-based awards made to our executive officers during this new five-year period which ends on May 3, 2025, i.e., fiscal 2021 through fiscal 2025.

The table below sets forth details regarding the awards to the named executive officers for above-target performance.

RSAs. The RSAs may be earned based on the Company’s fiscal 2025 performance relative to established goals for threshold and target performance. The executives will not earn any shares of RSAs if threshold performance is not met. Performance will be based on Methode’s EBITDA for fiscal 2025, subject to certain adjustments, including adjustments for non-accretive acquisitions and divestitures.

The performance goals and corresponding percentages of RSAs eligible to be earned by these executives are set forth below. The target EBITDA performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period.

Dividends will not be paid on the RSAs until the shares have been earned. At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the restricted period and the number of shares earned.

In the event of an executive’s death or disability, the executive will earn all the RSA shares. In general, in the event of an executive’s qualified retirement, the executive will be eligible to earn a prorated number of RSA shares based on the number of months elapsed since May 2, 2020 (the first day of fiscal 2021), and the Company’s fiscal

2025 EBITDA. If Mr. Duda retires after fiscal 2023, he will remain eligible to earn all the RSA shares subject to the EBITDA achieved in fiscal 2025. In the event Messrs. Duda, Tsoumas or Khoury or Ms. Barry are terminated without cause after fiscal 2021 (as defined in the Company’s 2014 Long-Term Incentive Plan), the executive will be eligible to earn a prorated number of RSA shares based on the number of months ‎elapsed since May 2, 2020, and the EBITDA achieved in fiscal 2025‎.

In the event of a change of control of the Company in which either (i) the successor company does not assume or replace the RSAs or (ii) the successor company assumes or replaces the RSAs, and the executive is terminated without cause or resigns for good reason within the next two years, the executive will earn a prorated number of RSA shares. The proration for Messrs. Duda and Martin will be based on the number of months elapsed since the start of fiscal 2021. For Messrs. Tsoumas and Khoury and Ms. Barry, if the change of control or termination occurs in fiscal 2021, the executive will not earn any RSA shares and if it occurs in fiscal 2024 or 2025, the executive will earn all the RSA shares. If the change of control or termination occurs in fiscal 2022 or 2023, the proration for Messrs. Tsoumas and Khoury and Ms. Barry will be based on the number of months elapsed since the start of fiscal 2021.

In accordance with the accounting and SEC disclosure rules, the “Stock Awards” column of the Summary Compensation Table does not include any value attributable to the RSAs. For financial statement reporting purposes and based on the accounting rules, the Company will not record an expense for the RSAs until the Company determines with sufficient certainty that at least the threshold level of performance for fiscal 2025 EBITDA will be achieved. As noted above, the fiscal 2025 EBITDA target performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for organic and inorganic growth during the five-year program period and includes EBITDA from accretive acquisitions.

Performance Units. If the Company’s fiscal 2025 EBITDA exceeds target performance, the executives are eligible to earn Performance Units based on performance relative to goals for target and maximum performance. The performance goals and corresponding percentages of Performance Units eligible to be earned by the executives are set forth ‎below.‎ The target EBITDA performance goal aligns with the Company’s targeted EBITDA compound annual growth rate of approximately 8% for the five-year program period.

The ‎Performance Units will ‎‎be ‎settled and paid in cash based on the number of Performance Units earned and the price of the Company’s common stock at that time. At the discretion of the Compensation Committee, the Performance Units may be settled in shares of the Company’s common stock instead of cash.

Dividend equivalents will not be paid on any Performance Units settled in cash. If the Performance Units are settled in common stock, then the executives will be entitled to a dividend equivalent payment based on the dividends declared during the period between the date of the Committee’s decision to settle the Performance Units in common stock and the end of the restricted period, and the number of Performance Units earned. Dividend equivalents will not be paid on any Performance Units that are not earned.

In the event of an executive’s death or disability, or a change in control of the Company, all the Performance Units will be forfeited to the Company. In general, in the event of an executive’s qualified retirement, the executive will be eligible to earn a prorated number of Performance Units based on the number of months elapsed since the start of fiscal 2021 and the Company’s fiscal 2025 EBITDA. If Mr. Duda retires after fiscal 2023, he will be eligible to earn all the Performance Units subject to the fiscal 2025 EBITDA achieved. In the event Messrs. Duda, Tsoumas or Khoury or Ms. Barry are terminated without cause after fiscal 2021, the executive will be eligible to earn a prorated number of Performance Units based on the number of months ‎elapsed since the start of fiscal 2021, and the fiscal 2025 EBITDA achieved‎.

Time-Based RSUs. The RSUs are subject to a five-year vesting period based on continued service, with thirty percent (30%) vesting on April 29, 2023, and May 4, 2024, and forty percent (40%) vesting on May 3, 2025. Dividend equivalents will not be paid on the RSUs until the units have vested. At such time, the executives will be entitled to a dividend equivalent payment based on the dividends declared during the vesting period and the number of vested RSUs.

In the event of an executive’s death or disability, all unvested RSUs will become immediately and fully vested. In general, in the event of an executive’s qualified retirement, a prorated number of RSUs will vest based on the months elapsed since the start of fiscal 2021. If Mr. Duda retires after fiscal 2023, all unvested RSUs will immediately vest. ‎In the event Messrs. Duda, Tsoumas or Khoury or Ms. Barry are terminated without cause after fiscal 2021, the executive will earn a prorated number of RSUs based on the ‎‎number of months elapsed since the start of fiscal 2021.‎

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

Other Benefits and Perquisites. Our U.S.-based executive officers are eligible to participate in all our employee benefit plans, such as medical, dental, vision, group life, disability and, as applicable, our 401(k) savings plan (with a company contribution equal to three percent (3%) of salary, subject to certain limitations), in each case, on the same basis as our other employees. Our U.S.-based executive officers are provided deferred compensation opportunities through a non-qualified Deferred Compensation Plan. We have never contributed any amounts to the Deferred Compensation Plan on behalf of any of the named executive officers. For a description of the Deferred Compensation Plan, please see “Executive Compensation — Nonqualified Deferred Compensation,” below. In addition, a few perquisites are provided to the named executive officers. Perquisites may include a company car allowance, professional association dues and provision for an annual physical exam. In support of the extended visits to our key international facilities, Mr. Khoury is provided the use of Company owned or leased condominiums or apartments in Chicago, Illinois, Mriehel, Malta and Southfield, Michigan.

Change of Control Arrangements. We have entered into change of control agreements with Messrs. Duda, Tsoumas and Khoury and Ms. Barry that provide certain benefits upon termination in connection with a change of control event. These change of control agreements are designed to promote stability and continuity of senior management if a change of control event were to occur, both of which are in the best interest of the Company and our stockholders. These executives are not entitled to a gross-up payment for excise taxes under our change of control agreements. In addition, our change of control agreements are “double trigger” whereby these executives are only entitled to a severance payment if an executive is terminated without cause, or the executive terminates for good reason after a change of control. Our change of control provisions for these named executive officers are summarized below under “Executive Compensation − Potential Payments Upon Termination or Change of Control.”

Internal Revenue Code Section 162(m) generally limits the deductibility of compensation in excess of $1 million paid to our named executive officers. Under the tax rules in effect before 2018, compensation that qualified as “performance-based” was deductible without regard to this $1 million limit. In prior years, the awards of options, performance-based RSAs, and annual performance-based cash bonuses to our named executive officers were structured in order to qualify for this performance-based compensation exception. However, the 2017 Tax Cuts and Jobs Act (the “Tax Act”), eliminated this performance-based compensation exception effective January 1, 2018, subject to a special rule that “grandfathers” certain prior awards. Compensation that the Compensation Committee structured in 2017 and prior years with the intent of qualifying as performance-based compensation or otherwise being deductible under Section 162(m) that is paid on or after January 1, 2018 may not be fully deductible, depending on the application of the special grandfather rules. Moreover, from and after January 1, 2018, compensation awarded in excess of $1 million to our named executive officers generally will not be deductible. Going forward, the Compensation Committee will continue to retain the flexibility to design compensation programs that are in the best long-term interests of the Company and our stockholders after considering a variety of factors, including deductibility.

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

The following table sets forth certain summary information regarding the compensation awarded to, earned by or paid by us to, or for the account of, our Chief Executive Officer, our Chief Financial Officer and our three other most highly compensated executive officers (the “named executive officers”) for the three fiscal years ended April 30, 2022.

The following table sets forth certain information regarding grants of plan-based awards to the named executive officers during the fiscal year ended April 30, 2022.

As discussed in the Compensation Discussion and Analysis, during fiscal 2022, each of the named executive officers was awarded an annual performance-based cash bonus opportunity. The target amount payable was set at 135% of base salary for Mr. Duda, 100% for Mr. Khoury, 75% for Mr. Tsoumas and Ms. Barry, and 66% for Mr. Martin. The threshold and maximum amounts payable were set at 50% and 200%, respectively, of the amount payable at the target level of performance. The annual performance measures included new business bookings, financial objectives, and individual performance objectives. The amounts paid to the named executive officers pursuant to these awards are included in the Summary Compensation Table under the column captioned “Non-Equity Incentive Plan Compensation.” Please see “Components of Fiscal 2022 Compensation – Annual Performance-Based Bonuses‎”‎ in the Compensation Discussion and Analysis above for further information regarding these awards.

The following table sets forth certain information regarding the outstanding equity awards of the named executive officers at April 30, 2022.

None of our named executive officers exercised stock options in fiscal 2022 and none of our named executive officers hold restricted stock or restricted units that vested during fiscal 2022.

The following table sets forth certain information regarding deferred compensation with respect to the named executive officers for fiscal 2022.

The Methode Electronics, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) allows a select group of management and highly compensated employees to defer up to 75% of their annual base salary and/or 100% of their annual bonus, with an aggregate minimum deferral of $3,000. Directors are allowed to defer up to 100% of their director compensation paid in cash or shares of Common Stock. The minimum period of deferral is three years. Participants are immediately 100% vested.

In addition to directed deferrals, we may make contributions to the Deferred Compensation Plan to make up for limits applicable under our qualified plans and may make additional discretionary contributions as well. Participants vest in company contributions in accordance with the schedule set forth in the applicable agreement or plan governing such contributions. We made no contributions to the Deferred Compensation Plan in fiscal 2022.

Participants may elect from a list of certain mutual funds to determine any amounts credited or debited from their accounts, although we are under no obligation to invest the deferred amounts in any specified fund. This list is made available to all participants and account balances are credited or debited based on the current market rates for these funds. Participants may reallocate account balances and/or future deferrals daily.

Participants are entitled to receive a distribution from their account balances at the earlier of the end of the elected deferral period or retirement, disability, termination of employment or a change of control. Accounts are distributed in a lump sum or, in certain circumstances, in installments over a period of up to 15 years. Participants can also petition the Compensation Committee to receive a full or partial payout from the Deferred Compensation Plan in the event of an unforeseeable financial emergency.

In the event our named executive officers are terminated or Methode undergoes a change of control, our named executive officers are entitled to certain payments under their change of control agreements and certain other benefit plans.

Messrs. Duda, Tsoumas and Khoury and Ms. Barry are parties to change of control agreements with the Company. Pursuant to these change of control agreements, if within two years of a change of control or during a period pending a change of control, we terminate the executive’s employment without good cause or the executive voluntarily terminates his or her employment for good reason, the executive is entitled to the following:

Additionally, in the event of a change of control or the executive’s death, disability, qualified retirement, or termination without cause, all our named executive officers are entitled to certain payments under the 2021 LTI Program, the annual performance-based bonus awards and their transition bonus awards.

The following table summarizes compensation payable to our named executive officers upon these various scenarios. For all awards other than the transition bonuses, the amounts payable under the “Change in Control” column are due if (i) the successor company does not assume the awards or (ii) the successor company assumes the awards and then the executive is terminated without cause or resigns for good reason. In each scenario in which the RSA shares and/or the RSUs vest, the executive is entitled to a payment based on the dividends declared during the vesting period and the number of shares or units vested.

The following table shows the potential amounts payable to our named executive officers upon termination or a change of control of Methode. The amounts shown assume that such termination or change of control was effective as of April 29, 2022, the last trading day of our 2022 fiscal year, and reflect the price of our common stock on such date ($44.61). The table below does not reflect amounts payable pursuant to plans or arrangements that are available generally to salaried employees. In addition, the table does not reflect the distribution of account balances in our Deferred Compensation Plan or the delivery of common stock underlying vested restricted stock units.

As required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(u) of SEC Regulation S-K, we are providing the following information about the ratio of the median annual total compensation of our employees to the annual total compensation of our Chief Executive Officer, Donald W. Duda.

To calculate the pay ratio, we identified the median employee based on our employee population as of February 1, 2021,‎ which was approximately ‎7,200 employees in the United States, Mexico, Malta, China, Egypt, India, Belgium, Canada, the United Kingdom, Germany, Italy, Lebanon, the Netherlands, Switzerland, Singapore, France and Taiwan. For purposes of identifying the median employee, we considered annual base salary as of February 1, 2021, plus overtime, allowances and short-term incentive compensation for the trailing twelve months, each as reported in our payroll records and adjusted to US dollars. We did not make any cost-of-living adjustments to the pay of employees living in different jurisdictions than our CEO, but we did include certain adjustments for the annualization of pay for employees who were employed for only part of the period.

Based on this analysis, in 2021 we determined that our median employee was a quality assistant located in Monterrey, Mexico. We have determined that there has been no change in our employee population or employee compensation arrangements that we believe would significantly affect our pay ratio disclosure. As such, we are using the same methodology and median employee in our pay ratio calculation for 2022 as we used in last year’s proxy statement.

For fiscal 2022, the median of the annual total compensation of all our employees (other than Mr. Duda) was ‎‎$8,137. Our median annual total compensation reflects that the bulk of our employees are in countries that have much lower prevailing wages than the United States.

Mr. Duda’s annual total compensation, as reported in the Summary Compensation Table, was $2,297,776. Mr. Duda’s total compensation for fiscal 2022 did not include any value attributable to the fiscal 2021 equity awards under our five-year long-term incentive program (“2021 LTI Program”). ‎As discussed above in “Compensation Discussion and Analysis – Components of Fiscal 2022 Compensation – 2021 LTI Program,” the Compensation Committee generally targeted the 2021 LTI Program equity awards within the median range of competitive practice, as annualized over the five-year program period. Consistent with our prior five-year programs, the Compensation Committee intends the awards under the 2021 LTI Program to be the only equity-based awards made to our CEO during this five-year period.

The pay ratio between our CEO and median employee is 282 to 1, which is lower than last year largely as a result of the award cycle under our 2021 LTI Program where equity awards are granted to the CEO once every five years.‎ The pay ratio between our CEO and median employee was 1,770 to 1 in fiscal 2021.

The assumptions used in the calculation of our estimated pay ratio are specific to our company and our employee population. As such, our pay ratio may not be comparable to the pay ratios of other companies, including companies in our compensation peer group.

Under the securities laws, our directors and executive officers are required to report their initial ownership of our common stock and any subsequent changes in that ownership to the SEC. Specific due dates for these reports have been established and we are required to disclose in this proxy statement if a director or executive officer filed a late report. During fiscal 2022, all such reports were timely filed. In making these disclosures, we have relied solely on written representations of our directors and executive officers and copies of the reports filed with the SEC.

Methode is providing its 2022 Annual Report on Form 10-K to stockholders who receive this proxy statement. Methode will provide copies of these materials to brokers, dealers, banks, voting trustees and their nominees for the benefit of the beneficial owners of record. Additional copies of this proxy statement and the 2022 Annual Report on Form 10-K are available, without charge, upon written request to Methode Electronics, Inc., 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois 60631, Attention: Chief Financial Officer. You may also review Methode’s SEC filings by visiting the Investors page of‎ our website at www.methode.com.

If you wish to submit a stockholder proposal for inclusion in our proxy materials for our 2023 Annual Meeting, our Corporate Secretary must receive your proposal no later than March 28, 2023. Your proposal must be in writing and must comply with the proxy rules of the SEC.

Our advance notice by-law provisions require that any stockholder proposal or director nomination to be presented from the floor of our 2023 Annual Meeting must be received by our Corporate Secretary not later than the 60th day nor earlier than the 90th day prior to September 14, 2023 (the first anniversary of the preceding year’s Annual Meeting). If the date of our 2023 Annual Meeting is more than 30 days before or more than 60 days after September 14, 2023, stockholder proposals must be delivered no earlier than the 90th day prior to such date and not later than the later of the 60th day prior to such date or the 10th day following our public announcement of the date for such Annual Meeting. Any stockholder proposal must be, under law, an appropriate subject for stockholder action to be brought before the meeting. In addition, in order to present a stockholder proposal or nominate a director at our 2023 Annual Meeting, the stockholder must satisfy certain other requirements set forth in our Amended and Restated By-Laws. Stockholder proposals and director nominations should be directed to the Corporate Secretary of Methode Electronics, Inc. at 8750 West Bryn Mawr Avenue, Suite 1000, Chicago, Illinois 60631.