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8-KAccepted Sep 25, 5:15 PM ET

Methode Electronics Awards 2027 Long‑Term RSUs/PSUs; CEO 5‑Year RSU

MEIMETHODE ELECTRONICS INC

Accepted (ET)

5:15 PM

Sep 25, 2026

Filed

Sep 25, 2026

Documents

12

Size

467.3 KB

Summary

Methode Electronics Awards 2027 Long‑Term RSUs/PSUs; CEO 5‑Year RSU

Updated

What Happened
Methode Electronics, Inc. filed an 8‑K on September 25, 2026 disclosing long‑term equity awards granted by the Compensation Committee on September 22, 2026 under the 2026 Omnibus Incentive Plan. The Committee awarded time‑based restricted stock units (RSUs) and performance‑based restricted stock units (PSUs) to executive officers as the company’s fiscal 2027 long‑term incentive (LTI) program. Key awards include a 150,000‑unit, five‑year cliff RSU grant to CEO Jonathan B. DeGaynor and blended RSU/PSU packages for other named executives.

Key Details

  • Award date and filing: Grants made Sept 22, 2026; Form 8‑K filed Sept 25, 2026.
  • Executive award totals (RSUs / target PSUs):
    • Jonathan B. DeGaynor (CEO): 155,840 / 155,840 (plus separate 150,000 CEO RSU award)
    • Laura Kowalchik (CFO): 41,831 / 41,830
    • Lars Ullrich (SVP, Global Automotive): 27,625 / 27,624
    • John Erwin (Chief Procurement Officer): 18,045 / 18,044
    • Kerry A. Vyverberg (General Counsel): 16,634 / 16,634
  • Vesting and payout mechanics:
    • Time‑based RSUs vest 33% / 33% / 34% on each of the first three anniversaries; dividend equivalents paid only when units vest. Prorated vesting on termination without cause (subject to release); full vesting on death, disability or qualifying retirement. Change‑in‑control protections apply in specified scenarios.
    • PSUs vest (if earned) after a three‑year performance period ending in fiscal 2029. Performance measures: 60% TSR and 40% ROIC. Payouts: below threshold = 0%; threshold = 50%; target = 100%; maximum = 200% (prorated between levels). Dividend equivalents paid only on earned shares.
  • CEO Award: Separate 150,000 time‑based RSUs to Mr. DeGaynor vest in full on Sept 22, 2031 (five‑year cliff), with accelerated vesting for death/disability and limited prorated vesting on termination without cause (subject to release).

Why It Matters
These awards implement Methode’s fiscal 2027 LTI program and link a portion of executive compensation to absolute and relative performance (ROIC and TSR) and to service‑based retention goals. For investors, important takeaways are the size and structure of the CEO and other executive grants, the multi‑year vesting and performance period (through fiscal 2029), and the conditions under which awards accelerate (death, disability, qualifying retirement, certain change‑in‑control scenarios). These factors affect executive incentives, potential future share issuance if awards vest or are earned, and the timing of related compensation expense recognition disclosed in future filings.

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